Common use of Deferred Closings Clause in Contracts

Deferred Closings. (a) If, as of the Closing Date, (i) there is an applicable Law then in effect or a Governmental Entity shall have issued or entered an Order that is then in effect, either or both of which has the effect of restraining, enjoining, or making illegal the Purchase Transaction or otherwise prohibiting the consummation of the purchase by Growth Partners of a Purchased Asset, (ii) any material Permit or Gaming License that is required to consummate the purchase by Growth Partners of a Purchased Asset or the contribution to Growth Partners of a Contributed Asset shall not have been obtained or (iii) any consent listed on Schedule 10.3(d) shall not have been obtained with respect to a Purchased Asset specified therein, then the closing of the transactions contemplated hereby (the “Deferred Closing”) with respect to such Purchased Asset (each, a “Deferred Asset”) shall be deferred until (but shall occur on) the third (3rd) Business Day (a “Deferred Closing Date”) following the satisfaction or waiver (other than those conditions that by their nature can only be satisfied or waived at the Closing, but subject to the satisfaction or waiver of those conditions) of the conditions described in Section 10.4 with respect to such Deferred Asset. (b) Until the Deferred Closing Outside Date (as defined below), the respective Seller and Growth Partners shall, to the extent consistent with any applicable legal or fiduciary obligation under applicable Law (including, for the avoidance of doubt, any Gaming Laws and Gaming Licenses), take all actions as are necessary such that Growth Partners will, in compliance with applicable Law, obtain the benefits and assume the obligations and bear the economic burdens associated with owning and operating a Deferred Asset for the period between the Closing and the Deferred Closing with respect to such Deferred Asset, subject, in each case, to the actual occurrence, if at all, of the Deferred Closing with respect to such Deferred Asset. Notwithstanding the foregoing, during the period beginning on the Closing Date and ending on the earlier of the Deferred Closing Date and the Deferred Closing Outside Date, except as Growth Partners may consent in writing, the respective Seller shall conduct the operations of the Deferred Asset in the ordinary course consistent with past practice; provided that the respective Seller shall not, and shall not permit the Deferred Asset to: (i) except in the ordinary course of business, incur or assume any liabilities, obligations or indebtedness for borrowed money; (ii) make or pay any dividend or distribution, whether of cash or other assets on a non pro rata basis (such dividends or distributions to be paid to Growth Partners upon the applicable Deferred Closing Date); or (iii) sell, lease, license or otherwise dispose of any asset of the Deferred Asset to any Person except for sales of inventory or product in the ordinary course of business. (c) At each Deferred Closing, if any, Growth Partners and the respective Seller shall execute and deliver joint written instructions to the Settlement Agent instructing the Settlement Agent to release from the Escrow Account to the Settlement Agent, on behalf of and in its capacity as agent for the respective Seller, by wire transfer to an account or accounts designated by the respective Seller (or by such designee), the portion of the Holdback Amount attributed to such Deferred Asset (as set forth in Annex B hereto). As promptly as practicable following the first (1st) anniversary of the date of this Agreement (as may be extended pursuant to the following proviso, the “Deferred Closing Outside Date”), Growth Partners and CEC shall execute and deliver joint written instructions to the Settlement Agent instructing the Settlement Agent to release any remaining Holdback Amount then held in the Escrow Account (or right or claim thereto) to Growth Partners, and the Purchase Price shall be adjusted downward to reflect any such relinquishment to Growth Partners (and the respective Seller shall have no further obligation to transfer any remaining Deferred Assets to Growth Partners); provided, however, that, as long as the respective Sellers are using their reasonable efforts to secure all requisite approvals, such Deferred Closing Outside Date shall be extended to the earlier of (i) the third (3rd) Business Day after the date on which all approvals from a Governmental Entity required to complete the applicable Deferred Closings are received and (ii) the third (3rd) anniversary of the date of this Agreement. (d) At each Deferred Closing, if any, (i) CAC and Growth Partners shall deliver to the relevant Seller any of the documents or other deliverables required to be delivered pursuant to Section 10.2 to the extent related to the Deferred Asset and not previously delivered to the relevant Seller at the Closing, and (ii) the relevant Seller shall deliver to CAC and Growth Partners any of the documents or other deliverables required to be delivered pursuant to Section 10.3, to the extent related to the Deferred Asset and not previously delivered to CAC and/or Growth Partners at the Closing, provided that in the case of any Deferred Closing occurring more than thirty (30) days after the Closing Date, the relevant Seller shall deliver the certificate described in Section 10.3(f)(v) at such Deferred Closing (even if such Seller previously delivered such a certificate at the Closing). (e) In respect of each Deferred Asset, the respective Seller and Growth Partners shall continue to comply through the applicable Deferred Closing Date (or Deferred Closing Outside Date) with all covenants and agreements contained in this Agreement that are required by their terms to be performed prior to the Closing, including the covenants of the Parties contained in Article IX. (f) For the avoidance of doubt, a Deferred Closing may apply to a Bifurcated Closing. (g) Unless otherwise required by applicable Law, for U.S. federal and applicable state income tax purposes, the Parties shall treat each Deferred Asset as having been transferred to Growth Partners on the Closing Date.

Deferred Closings. (a) IfSubject to the second proviso set forth in Section 2.5, as if, at any time and from time to time, all of the conditions to a Closing Date, (i) there is an applicable Law then in effect or a Governmental Entity shall have issued or entered an Order that is then in effect, either or both of which has the effect of restraining, enjoining, or making illegal the Purchase Transaction or otherwise prohibiting the consummation of the purchase by Growth Partners of a Purchased Asset, (ii) any material Permit or Gaming License that is required to consummate the purchase by Growth Partners of a Purchased Asset or the contribution to Growth Partners of a Contributed Asset shall not have been obtained or (iii) any consent listed on Schedule 10.3(d) shall not have been obtained with respect to a Purchased Asset Target Business Segment specified thereinin Article VI other than Section 6.1(a) are satisfied or have been waived (other than those which, by their nature, are to be satisfied at the Closing) and at such time Section 6.1(a) has not been satisfied solely as a result of the absence of Required Governmental Approvals relating to one or more Target Companies (each such Target Company, a “Non-Approved Company”) in such Target Business Segment that together with any other Non-Approved Companies and any Sibling Target Companies constitute De Minimis Target Companies (“Deferred Target Companies”), then (subject to the remaining provisions of this Section 2.9), an initial Closing shall occur with respect to all Target Companies in such Target Business Segment for which Section 6.1(a) has been satisfied (assuming at such time that all other conditions to Closing specified in Article VI in fact are satisfied or waived). The closing of the transactions contemplated hereby (the a “Deferred Closing”) with respect to such Purchased Asset (each, a “each Deferred Asset”) Target Company shall be deferred until (but shall occur onthe first Specified Closing Date on which all of the conditions described in Section 2.9(c) the third (3rdand Section 2.9(d) Business Day are satisfied or waived (a “Deferred Closing Date”) following the satisfaction or waiver (other than those conditions that by their nature can only be satisfied or waived at the Closing, but subject to the satisfaction or waiver of those conditions) of the conditions described in Section 10.4 with respect to such Deferred AssetTarget Company. (b) Until the The obligation of Purchaser to consummate any Deferred Closing Outside Date shall be subject to the fulfillment, at or prior to the date of the applicable Deferred Closing, of each of the following conditions: (as defined below)i) all Required Governmental Approvals relating to such Deferred Target Company shall have been made or obtained, and any applicable waiting periods relating thereto shall have expired or been terminated early; (ii) there shall be no Law in effect enjoining or otherwise prohibiting such Deferred Closing and no pending lawsuits, actions or proceedings to enjoin or otherwise prohibit such Closing shall have been commenced by any Government Authority or other Person; (iii) the respective Seller covenants and Growth Partners shall, agreements of Parent set forth in this Agreement to be performed at or prior to such Deferred Closing shall have been duly performed in all material respects to the extent consistent with any applicable legal that they relate to such Deferred Target Company; and (iv) the closing condition set forth in Section 6.2(a) shall have been satisfied or fiduciary obligation under applicable Law (including, for the avoidance of doubt, any Gaming Laws and Gaming Licenses), take all actions as are necessary such that Growth Partners will, in compliance with applicable Law, obtain the benefits and assume the obligations and bear the economic burdens associated with owning and operating a Deferred Asset for the period between the Closing and the Deferred Closing waived with respect to such Deferred Asset, subject, in each case, to Target Companies that are the actual occurrence, if at all, subject of the Deferred Closing with respect to such Deferred Asset. Notwithstanding the foregoing, during the period beginning on the Closing Date and ending on the earlier of the Deferred Closing Date and the Deferred Closing Outside Date, except as Growth Partners may consent in writing, the respective Seller shall conduct the operations of the Deferred Asset in the ordinary course consistent with past practice; provided that the respective Seller shall not, and shall not permit the Deferred Asset to: (i) except in the ordinary course of business, incur or assume any liabilities, obligations or indebtedness for borrowed money; (ii) make or pay any dividend or distribution, whether of cash or other assets on a non pro rata basis (such dividends or distributions to be paid to Growth Partners upon the applicable Deferred Closing Date); or (iii) sell, lease, license or otherwise dispose of any asset of the Deferred Asset to any Person except for sales of inventory or product in the ordinary course of business. (c) At each Deferred Closing, if any, Growth Partners and the respective Seller except that each reference in Section 6.2(a) to “Target Business Segment” shall execute and deliver joint written instructions refer to the Settlement Agent instructing group of Deferred Target Companies that are the Settlement Agent to release from the Escrow Account to the Settlement Agent, on behalf subject of and in its capacity as agent for the respective Seller, by wire transfer to an account or accounts designated by the respective Seller (or by such designee), the portion of the Holdback Amount attributed to such Deferred Asset (as set forth in Annex B hereto). As promptly as practicable following the first (1st) anniversary of the date of this Agreement (as may be extended pursuant to the following proviso, the “Deferred Closing Outside Date”), Growth Partners and CEC shall execute and deliver joint written instructions to the Settlement Agent instructing the Settlement Agent to release any remaining Holdback Amount then held in the Escrow Account (or right or claim thereto) to Growth Partners, and the Purchase Price shall be adjusted downward to reflect any such relinquishment to Growth Partners (and the respective Seller shall have no further obligation to transfer any remaining Deferred Assets to Growth Partners); provided, however, that, as long as the respective Sellers are using their reasonable efforts to secure all requisite approvals, such Deferred Closing Outside Date shall be extended to the earlier of (i) the third (3rd) Business Day after the date on which all approvals from a Governmental Entity required to complete the applicable Deferred Closings are received and (ii) the third (3rd) anniversary of the date of this Agreement. (d) At each Deferred Closing, if any, (i) CAC and Growth Partners shall deliver to the relevant Seller any of the documents or other deliverables required to be delivered pursuant to Section 10.2 to the extent related to the Deferred Asset and not previously delivered to the relevant Seller at the Closing, and (ii) the relevant Seller shall deliver to CAC and Growth Partners any of the documents or other deliverables required to be delivered pursuant to Section 10.3, to the extent related to the Deferred Asset and not previously delivered to CAC and/or Growth Partners at the Closing, provided that in the case of any Deferred Closing occurring more than thirty (30) days after the Closing Date, the relevant Seller shall deliver the certificate described in Section 10.3(f)(v) at such Deferred Closing (even if such Seller previously delivered such a certificate at the Closing). (e) In respect of each Deferred Asset, the respective Seller and Growth Partners shall continue to comply through the applicable Deferred Closing Date (or Deferred Closing Outside Date) with all covenants and agreements contained in this Agreement that are required by their terms to be performed prior to the Closing, including the covenants of the Parties contained in Article IX. (f) For the avoidance of doubt, a Deferred Closing may apply to a Bifurcated Closing. (g) Unless otherwise required by applicable Law, for U.S. federal and applicable state income tax purposes, the Parties shall treat each Deferred Asset as having been transferred to Growth Partners on the Closing Date.

Deferred Closings. (a) If, as of In the event that a closing condition under Section 7.1 is not satisfied (an “Unsatisfied Closing Date, (i) there is an applicable Law then in effect or a Governmental Entity shall have issued or entered an Order that is then in effect, either or both of which has the effect of restraining, enjoining, or making illegal the Purchase Transaction or otherwise prohibiting the consummation of the purchase by Growth Partners of a Purchased Asset, (ii) any material Permit or Gaming License that is required to consummate the purchase by Growth Partners of a Purchased Asset or the contribution to Growth Partners of a Contributed Asset shall not have been obtained or (iii) any consent listed on Schedule 10.3(d) shall not have been obtained with respect to a Purchased Asset specified therein, then the closing of the transactions contemplated hereby (the “Deferred ClosingCondition”) with respect to one or more of the Properties, then subject to Section 7.2(g), and in addition to any other right Purchaser has under this Agreement, Purchaser shall have the right to (i) defer the closing on such Purchased Asset Property (eacha "Deferred Property") until such condition is satisfied or waived by Purchaser in accordance with this Section 8.6 and complete the Closing with respect to the remaining Properties and (ii) terminate the Agreement with respect to any such Deferred Property on the Outside Closing Date if the Unsatisfied Closing Condition remains unsatisfied (or has not been waived by Purchaser) and complete the Closing with respect to the remaining Properties. For the avoidance of doubt in the event that an Unsatisfied Closing Condition exists with respect to any Property that is subject to an Existing Real Property Loan with other Properties, a “Deferred Asset”) then the Unsatisfied Closing Condition shall be deferred until deemed to apply to all of the Properties subject to such Existing Real Property Loan. (but b) The Closing on any Deferred Property shall occur on) on the third (3rd) Business Day (a “Deferred Closing Date”) following the satisfaction or waiver (other than those of all closing conditions that by their nature can only be satisfied or waived at the Closing, but subject to the satisfaction or waiver of those conditions) of the conditions described in Section 10.4 with respect to such Deferred Asset. Property (bincluding the Unsatisfied Closing Condition) Until in accordance with, and subject to the terms and conditions of, this Agreement. At each Closing with respect to a Deferred Closing Outside Date Property, (as defined belowi) Purchaser shall pay to Stayton, an amount equal to the Allocated Cash/Equity Portion of the Purchase Price applicable to such Deferred Property in accordance with Section 2.5(c)(ii), the respective Seller and Growth Partners shall, as adjusted pursuant to the extent consistent with any applicable legal or fiduciary obligation under applicable Law terms of this Agreement, (including, for the avoidance of doubt, any Gaming Laws and Gaming Licenses), take all actions as are necessary such that Growth Partners will, in compliance with applicable Law, obtain the benefits and ii) assume the obligations Assumed Loans related to such Deferred Property and bear the economic burdens associated with owning (iii) each of Purchaser and operating a Deferred Asset for the period between the Closing Stayton shall perform their other obligations, and the Deferred Closing deliver such documents with respect to such Deferred AssetProperty, subjectas are required to be performed and delivered pursuant to this Agreement. (c) If any Unsatisfied Closing Condition has not been satisfied on or prior to the Outside Closing Date, Purchaser, in each case, to its sole discretion may either (i) waive the actual occurrence, if at all, of Unsatisfied Closing Condition and proceed with the Closing on such Deferred Closing Property or (ii) terminate this Agreement with respect to such Deferred Asset. Notwithstanding the foregoing, during the period beginning on the Closing Date Property and ending on the earlier of the (A) such Deferred Closing Date and the Deferred Closing Outside Date, except as Growth Partners may consent in writing, the respective Seller Property shall conduct the operations of the Deferred Asset in the ordinary course consistent with past practice; provided that the respective Seller shall not, and shall not permit the Deferred Asset to: (i) except in the ordinary course of business, incur or assume any liabilities, obligations or indebtedness for borrowed money; (ii) make or pay any dividend or distribution, whether of cash or other assets on a non pro rata basis (such dividends or distributions to be paid to Growth Partners upon the applicable Deferred Closing Date); or (iii) sell, lease, license or otherwise dispose of any asset of the Deferred Asset to any Person except for sales of inventory or product in the ordinary course of business. (c) At each Deferred Closing, if any, Growth Partners and the respective Seller shall execute and deliver joint written instructions to the Settlement Agent instructing the Settlement Agent to release deemed excluded from the Escrow Account to transactions contemplated under this Agreement, (B) the Settlement Agent, on behalf aggregate Cash/Equity Portion of and in its capacity as agent for the respective Seller, by wire transfer to an account or accounts designated by the respective Seller (or by such designee), the portion of the Holdback Amount attributed to such Deferred Asset (as set forth in Annex B hereto). As promptly as practicable following the first (1st) anniversary of the date of this Agreement (as may be extended pursuant to the following proviso, the “Deferred Closing Outside Date”), Growth Partners and CEC shall execute and deliver joint written instructions to the Settlement Agent instructing the Settlement Agent to release any remaining Holdback Amount then held in the Escrow Account (or right or claim thereto) to Growth Partners, and the Purchase Price shall be adjusted downward reduced by the Allocated Cash/Equity Portion of the Purchase Price applicable to reflect any such relinquishment excluded Deferred Property, (C) Purchaser shall not assume the Existing Loans related to Growth Partners such excluded Deferred Property and (and D) the respective Seller shall have no further obligation to transfer any remaining Deferred Assets to Growth Partners); provided, however, that, as long as balance of the respective Sellers are using their reasonable efforts to secure all requisite approvals, such Deferred Closing Outside Date Deposit shall be extended returned to the earlier of Purchaser within three (i) the third (3rd3) Business Day after the date on which all approvals from a Governmental Entity required to complete the applicable Deferred Closings are received and (ii) the third (3rd) anniversary Days of the date of this Agreementnotice thereof. (d) At each In the event that Purchaser elects to waive the closing condition in Section 7.1(l) with respect to any Deferred ClosingProperty (a "Deferred Property (Licensing)") and proceed with the Closing on such Deferred Property (Licensing), if anyStayton shall, at Purchaser's request, continue to operate and manage the Deferred Property (iLicensing) CAC on Purchaser's behalf pursuant to a lease agreement reasonably acceptable to Stayton and Growth Partners shall deliver Purchaser, until such time as Purchaser or Purchaser's Manager obtains all necessary Licensing Approvals (with rent under such lease being equal to the relevant Seller any net profits of such Deferred Property (Licensing) after the payment to the Stayton or its Affiliate of a management fee in an amount equal to 6% of the documents or other deliverables required to be delivered pursuant to Section 10.2 to the extent related to the Deferred Asset and not previously delivered to the relevant Seller at the Closing, and (ii) the relevant Seller shall deliver to CAC and Growth Partners any of the documents or other deliverables required to be delivered pursuant to Section 10.3, to the extent related to the Deferred Asset and not previously delivered to CAC and/or Growth Partners at the Closing, provided that in the case of any Deferred Closing occurring more than thirty (30) days after the Closing Date, the relevant Seller shall deliver the certificate described in Section 10.3(f)(v) gross revenues collected at such Deferred Closing Property (even if such Seller previously delivered such a certificate at the ClosingLicensing)). (e) In respect of each Deferred Asset, the respective Seller and Growth Partners shall continue to comply through the applicable Deferred Closing Date (or Deferred Closing Outside Date) with all covenants and agreements contained in this Agreement that are required by their terms to be performed prior to the Closing, including the covenants of the Parties contained in Article IX. (f) For the avoidance of doubt, a Deferred Closing may apply to a Bifurcated Closing. (g) Unless otherwise required by applicable Law, for U.S. federal and applicable state income tax purposes, the Parties shall treat each Deferred Asset as having been transferred to Growth Partners on the Closing Date.

Deferred Closings. If the Closing occurs, in the event that a consent of a third party lender is required for Purchaser to assume an Assumed Loan pursuant hereto and such consent has not been obtained by the Closing (aa "Deferral Event"), then (1) Ifat the Closing, such Assumed Loan shall not be assumed, and the Portfolio Property securing such Assumed Loan and any Homes located on such Portfolio Property and any Notes related thereto shall not be acquired, by Purchaser from Seller (or its Subsidiaries), (2) at the Closing, the Purchase Price Balance shall be adjusted accordingly to reflect clause (1) by (x) subtracting from the Purchase Price Balance an aggregate amount equal to the sum of (i) the gross value allocated to such Portfolio Property on Section 1.10 of the Seller Disclosure Letter, plus (ii) the Homes Amount with respect to such Homes, plus (iii) the Notes Amount with respect to such Notes and (y) deeming the Loan Amount as of the Closing Date, (i) there is an applicable Law then in effect or a Governmental Entity shall have issued or entered an Order that is then in effect, either or both of which has the effect of restraining, enjoining, or making illegal the Purchase Transaction or otherwise prohibiting the consummation of the purchase by Growth Partners of a Purchased Asset, (ii) any material Permit or Gaming License that is required to consummate the purchase by Growth Partners of a Purchased Asset or the contribution to Growth Partners of a Contributed Asset shall not have been obtained or (iii) any consent listed on Schedule 10.3(d) shall not have been obtained with respect to a Purchased Asset specified therein, then the closing of the transactions contemplated hereby (the “Deferred Closing”) Date with respect to such Purchased Asset Assumed Loan to be zero, (each3) Purchaser shall not assume any Assumed Liabilities with respect to any such Portfolio Property and (4) the parties shall at Purchaser's cost and expense use reasonable best efforts to obtain such consent as promptly as practicable. On the first business date after such consent is obtained (such date, a “Deferred Asset”"Deferral Closing Date") (A) such Assumed Loan shall be deferred until assumed, and the Portfolio Property relating to such Assumed Loan and such Homes and Notes shall be acquired, by Purchaser from Seller (but or its Subsidiaries), (B) Purchaser shall occur on) the third (3rd) Business Day (a “Deferred Closing Date”) following the satisfaction or waiver (other than those conditions that deliver to Seller by their nature can only be satisfied or waived at the Closing, but subject wire transfer to the satisfaction bank account or waiver of those conditionsbank accounts per the wire transfer instructions on Section 1.3(b) of the conditions described Seller Disclosure Letter, immediately available funds in an aggregate amount equal to the sum of (i) the gross value allocated to such Portfolio Property on Section 10.4 1.10 of the Seller Disclosure Letter, plus (ii) the Homes Amount with respect to such Deferred Asset. Homes, plus (biii) Until the Deferred Closing Outside Date (as defined below), the respective Seller and Growth Partners shall, to the extent consistent with any applicable legal or fiduciary obligation under applicable Law (including, for the avoidance of doubt, any Gaming Laws and Gaming Licenses), take all actions as are necessary such that Growth Partners will, in compliance with applicable Law, obtain the benefits and assume the obligations and bear the economic burdens associated with owning and operating a Deferred Asset for the period between the Closing and the Deferred Closing Notes Amount with respect to such Deferred AssetNotes, subjectas of such Deferral Closing Date, in each case, to minus (iv) the actual occurrence, if at all, of the Deferred Closing Loan Amount with respect to such Deferred Asset. Notwithstanding Assumed Loan, subject to adjustment to account for the foregoing, during items of income and expense referred to in Section 1.9 prorated (as applicable) on a per diem basis as if Seller owned the period beginning applicable Portfolio Properties and Homes and Notes and Assumed Loans for the entire date on the Deferral Closing Date and ending on (with the earlier terms of the Deferred Closing Date and the Deferred Closing Outside Date, except as Growth Partners may consent in writing, the respective Seller such Section 1.9 applying hereto mutatis mutandis) (C) Purchaser shall conduct the operations of the Deferred Asset in the ordinary course consistent with past practice; provided that the respective Seller shall not, and shall not permit the Deferred Asset to: (i) except in the ordinary course of business, incur or assume any liabilities, obligations or indebtedness for borrowed money; (ii) make or pay any dividend or distribution, whether of cash or other assets on a non pro rata basis (such dividends or distributions to be paid to Growth Partners upon the applicable Deferred Closing Date); or (iii) sell, lease, license or otherwise dispose of any asset of the Deferred Asset Assumed Liabilities with respect to any Person except for sales of inventory or product in such Portfolio Property and (D) the ordinary course of business. (c) At each Deferred Closing, if any, Growth Partners parties hereto shall comply with the terms and the respective Seller shall execute and deliver joint written instructions to the Settlement Agent instructing the Settlement Agent to release from the Escrow Account to the Settlement Agent, on behalf of and in its capacity as agent for the respective Seller, by wire transfer to an account or accounts designated by the respective Seller (or by such designee), the portion of the Holdback Amount attributed to such Deferred Asset (as set forth in Annex B hereto). As promptly as practicable following the first (1st) anniversary of the date conditions of this Agreement and close the assignment to and assumption by Purchaser of such Assumed Loan and sale to and acquisition by Purchaser of such related Portfolio Property, Homes and Notes (as may be extended pursuant to the following proviso, the “Deferred a "Deferral Closing") on such Deferral Closing Outside Date”), Growth Partners and CEC shall execute and deliver joint written instructions to the Settlement Agent instructing the Settlement Agent to release any remaining Holdback Amount then held in the Escrow Account (or right or claim thereto) to Growth Partners, and the Purchase Price shall be adjusted downward to reflect any such relinquishment to Growth Partners (and the respective Seller shall have no further obligation to transfer any remaining Deferred Assets to Growth Partners); provided, however, thatthat if, as long as the respective Sellers are using their reasonable efforts to secure all requisite approvals, such Deferred Closing Outside Date shall be extended to the earlier of (i) the third (3rd) Business Day after by or on the date on which all approvals from a Governmental Entity required to complete that is ninety days (the applicable Deferred Closings are received and (ii"Decision Date") the third (3rd) anniversary of the date of this Agreement. (d) At each Deferred Closing, if any, (i) CAC and Growth Partners shall deliver to the relevant Seller any of the documents or other deliverables required to be delivered pursuant to Section 10.2 to the extent related to the Deferred Asset and not previously delivered to the relevant Seller at the Closing, and (ii) the relevant Seller shall deliver to CAC and Growth Partners any of the documents or other deliverables required to be delivered pursuant to Section 10.3, to the extent related to the Deferred Asset and not previously delivered to CAC and/or Growth Partners at the Closing, provided that in the case of any Deferred Closing occurring more than thirty (30) days after the Closing Date any such consent has not been obtained, then Purchaser must elect either (1) to assume all Assumed Loans and Assumed Liabilities not yet assumed and acquire all related Portfolio Properties and Homes and Notes and to otherwise comply with the provisions of clauses (A), (B), (C) and (D) immediately above effective as of the Decision Date or (2) to not so assume (and relinquish any further rights to) such Assumed Loans and Assumed Liabilities related thereto and not so acquire (and relinquish any further rights to) such related Portfolio Properties and Homes and Notes and instead to deliver, and Purchaser shall deliver on the Decision Date, the relevant to Seller shall deliver the certificate described in Section 10.3(f)(v) at such Deferred Closing (even if such Seller previously delivered such a certificate at the Closing). (e) In respect of each Deferred Asset, the respective Seller and Growth Partners shall continue to comply through the applicable Deferred Closing Date (or Deferred Closing Outside Date) with all covenants and agreements contained in this Agreement that are required by their terms to be performed prior wire transfer to the Closing, including bank account or bank accounts per the covenants wire transfer instructions on Section 1.3(b) of the Parties contained Seller Disclosure Letter, immediately available funds in Article IX. an aggregate amount equal to the product of (fx) For $200,000 multiplied by (y) the avoidance number of doubt, a Deferred Closing may apply to a Bifurcated Closing. (g) Unless otherwise required Portfolio Properties not so acquired by applicable Law, for U.S. federal and applicable state income tax purposes, Purchaser as of the Parties shall treat each Deferred Asset as having been transferred to Growth Partners on the Closing Decision Date.

Deferred Closings. If pursuant to Section 6.20(c), Article XII or Section 13.2, the closing date is deferred with respect to an Acquired Property, then such Acquired Property shall be deemed a “Deferred Property” and collectively with all other deferred Acquired Properties the “Deferred Properties.” This Agreement shall be deemed amended, without any further action on any parties’ part, as follows with respect to the Deferred Properties: (a) IfFollowing the Closing, as the Allocated Deposit for each Deferred Property shall be held by the Escrow Agent under the Indemnification Escrow Agreement subject to the terms of this Agreement. The “Allocated Deposit” shall for each Deferred Property be the amount equal to the Deposit multiplied by the fraction of (x) the Allocated Asset Value of such Deferred Property over (y) the Initial Purchase Price. (b) At the Closing, Escrow Agent shall retain a portion of the Closing Date, (i) there is an applicable Law then in effect or a Governmental Entity shall have issued or entered an Order that is then in effect, either or both of which has Cash Consideration equal to the effect of restraining, enjoining, or making illegal the Purchase Transaction or otherwise prohibiting the consummation Allocated Asset Value of the purchase by Growth Partners of a Purchased Asset, (ii) any material Permit or Gaming License that is required Deferred Property to consummate be held under the Indemnification Escrow Agreement and applied towards the purchase by Growth Partners of the applicable Deferred Property at the Deferred Closing, less the Allocated Deposit, subject to the terms of this Agreement (the “Escrowed Deferred Consideration”). (c) Subject to Section 6.20(c) and Article XII, Seller and Buyer shall set a Purchased Asset or the contribution to Growth Partners of a Contributed Asset shall not have been obtained or (iii) any consent listed on Schedule 10.3(d) shall not have been obtained new closing date with respect to a Purchased Asset specified therein, then the closing of the transactions contemplated hereby any Deferred Property (the “Deferred Closing”) with respect to such Purchased Asset (each, a “Deferred Asset”) shall be deferred until (but shall occur on) the third (3rd) Business Day (a “Deferred Closing Date”). (d) following the satisfaction or waiver (other than those conditions that by their nature can only Each such Deferred Property shall continue to be satisfied or waived at the Closing, but subject to the satisfaction or waiver of those conditions) all of the terms and conditions described in Section 10.4 of this Agreement as if it were an Acquired Property, and all obligations and rights of Seller or any Subsidiary and Buyer with respect to the Deferred Property shall continue under this Agreement, mutatis, mutandis, except that (i) the Closing Cash Consideration for such Deferred Asset. (b) Until Property shall be the Deferred Closing Outside Date (as defined below), the respective Seller and Growth Partners shall, to the extent consistent with any applicable legal or fiduciary obligation under applicable Law (including, for the avoidance Allocated Asset Value of doubt, any Gaming Laws and Gaming Licenses), take all actions as are necessary such that Growth Partners will, in compliance with applicable Law, obtain the benefits and assume the obligations and bear the economic burdens associated with owning and operating a Deferred Asset for the period between the Closing and the Deferred Closing with respect to such Deferred Asset, subject, in each case, to Property as adjusted by the actual occurrence, if at all, amount of the Deferred Closing with respect to such Deferred Asset. Notwithstanding the foregoing, during the period beginning on the Closing Date and ending on the earlier Prorated Items as of the Deferred Closing Date and the Deferred Closing Outside Date, except as Growth Partners may consent in writing, the respective Seller shall conduct the operations of the Deferred Asset in the ordinary course consistent with past practice; provided that the respective Seller shall not, and shall not permit the Deferred Asset to: (i) except in the ordinary course of business, incur or assume any liabilities, obligations or indebtedness for borrowed money; (ii) make or pay any dividend or distribution, whether of cash or other assets on a non pro rata basis (such dividends or distributions to be paid to Growth Partners upon the applicable Deferred Closing Date); or (iii) sell, lease, license or otherwise dispose of any asset of the Deferred Asset to any Person except for sales of inventory or product in the ordinary course of business. (c) At each Deferred Closing, if any, Growth Partners and the respective Seller shall execute and deliver joint written instructions allocable to the Settlement Agent instructing the Settlement Agent to release from the Escrow Account Seller or as otherwise adjusted pursuant to the Settlement Agent, on behalf of and in its capacity as agent for the respective Seller, by wire transfer to an account or accounts designated by the respective Seller (or by such designee), the portion of the Holdback Amount attributed to such Deferred Asset (as set forth in Annex B hereto). As promptly as practicable following the first (1st) anniversary of the date terms of this Agreement (as may be extended pursuant to the following proviso, the “Deferred Closing Outside DateCash Consideration”), Growth Partners and CEC shall execute and deliver joint written instructions to the Settlement Agent instructing the Settlement Agent to release any remaining Holdback Amount then held in the Escrow Account (or right or claim thereto) to Growth Partners, and the Purchase Price shall be adjusted downward to reflect any such relinquishment to Growth Partners (and the respective Seller shall have no further obligation to transfer any remaining Deferred Assets to Growth Partners); provided, however, that, as long as the respective Sellers are using their reasonable efforts to secure all requisite approvals, such Deferred Closing Outside Date shall be extended to the earlier of (i) the third (3rd) Business Day after the date on which all approvals from a Governmental Entity required to complete the applicable Deferred Closings are received and (ii) the third Closing Date shall be the Deferred Closing Date and (3rdiii) anniversary of the date of this Agreement. (d) At each Deferred Closing, if any, (i) CAC and Growth Partners shall deliver to the relevant Seller any of the documents or other deliverables required to be delivered liquidated damages pursuant to Section 10.2 to 10.2(b) shall be the extent related to the Deferred Asset and not previously delivered to the relevant Seller at the Closing, and (ii) the relevant Seller shall deliver to CAC and Growth Partners any of the documents or other deliverables required to be delivered pursuant to Section 10.3, to the extent related to the Deferred Asset and not previously delivered to CAC and/or Growth Partners at the Closing, provided that in the case of any Deferred Closing occurring more than thirty (30) days after the Closing Date, the relevant Seller shall deliver the certificate described in Section 10.3(f)(v) at such Deferred Closing (even if such Seller previously delivered such a certificate at the Closing)Allocated Deposit. (e) In respect of each Deferred Asset, the respective Seller and Growth Partners shall continue to comply through the applicable Deferred Closing Date (or Deferred Closing Outside Date) with all covenants and agreements contained in this Agreement that are required by their terms to be performed prior to the Closing, including the covenants of the Parties contained in Article IX. (f) For the avoidance of doubt, a Deferred Closing may apply to a Bifurcated Closing. (g) Unless otherwise required by applicable Law, for U.S. federal and applicable state income tax purposes, the Parties shall treat each Deferred Asset as having been transferred to Growth Partners on the Closing Date.

Deferred Closings. (a) IfSubject to the second proviso set forth in Section 2.5, as if, at any time and from time to time, all of the conditions to a Closing Date, (i) there is an applicable Law then in effect or a Governmental Entity shall have issued or entered an Order that is then in effect, either or both of which has the effect of restraining, enjoining, or making illegal the Purchase Transaction or otherwise prohibiting the consummation of the purchase by Growth Partners of a Purchased Asset, (ii) any material Permit or Gaming License that is required to consummate the purchase by Growth Partners of a Purchased Asset or the contribution to Growth Partners of a Contributed Asset shall not have been obtained or (iii) any consent listed on Schedule 10.3(d) shall not have been obtained with respect to a Purchased Asset Target Business Segment specified thereinin Article VI other than Section 6.1(a) are satisfied or have been waived (other than those which, by their nature, are to be satisfied at the Closing) and at such time Section 6.1(a) has not been satisfied solely as a result of the absence of Required Governmental Approvals relating to one or more Target Companies (each such Target Company, a “Non-Approved Company”) in such Target Business Segment that together with any other Non-Approved Companies and any Sibling Target Companies constitute De Minimis Target Companies (“Deferred Target Companies”), then (subject to the remaining provisions of this Section 2.9), an initial Closing shall occur with respect to all Target Companies in such Target Business Segment for which Section 6.1(a) has been satisfied (assuming at such time that all other conditions to Closing specified in Article VI in fact are satisfied or waived). The closing of the transactions contemplated hereby (the a “Deferred Closing”) with respect to such Purchased Asset (each, a “each Deferred Asset”) Target Company shall be deferred until (but shall occur onthe first Specified Closing Date on which all of the conditions described in Section 2.9(c) the third (3rdand Section 2.9(d) Business Day are satisfied or waived (a “Deferred Closing Date”) following the satisfaction or waiver (other than those conditions that by their nature can only be satisfied or waived at the Closing, but subject to the satisfaction or waiver of those conditions) of the conditions described in Section 10.4 with respect to such Deferred AssetTarget Company. (b) Until the The obligation of Purchaser to consummate any Deferred Closing Outside Date shall be subject to the fulfillment, at or prior to the date of the applicable Deferred Closing, of each of the following conditions: (as defined below)i) all Required Governmental Approvals relating to such Deferred Target Company shall have been made or obtained, and any applicable waiting periods relating thereto shall have expired or been terminated early; (ii) there shall be no Law in effect enjoining or otherwise prohibiting such Deferred Closing and no pending lawsuits, actions or proceedings to enjoin or otherwise prohibit such Closing shall have been commenced by any Government Authority or other Person; (iii) the respective Seller covenants and Growth Partners shall, agreements of Parent set forth in this Agreement to be performed at or prior to such Deferred Closing shall have been duly performed in all material respects to the extent consistent with any applicable legal that they relate to such Deferred Target Company; and (iv) the closing condition set forth in Section 6.2(a) shall have been satisfied or fiduciary obligation under applicable Law (including, for the avoidance of doubt, any Gaming Laws and Gaming Licenses), take all actions as are necessary such that Growth Partners will, in compliance with applicable Law, obtain the benefits and assume the obligations and bear the economic burdens associated with owning and operating a Deferred Asset for the period between the Closing and the Deferred Closing waived with respect to such Deferred AssetTarget Companies that are the subject of such Deferred Closing, subject, except that each reference in each case, Section 6.2(a) to “Target Business Segment” shall refer to the actual occurrencegroup of Deferred Target Companies that are the subject of such Deferred Closing. (c) The obligation of Parent to consummate any Deferred Closing shall be subject to the fulfillment, if at allor prior to the date of the applicable Deferred Closing, of each of the following conditions: (i) all Required Governmental Approvals relating to such Deferred Target Company shall have been made or obtained, and any applicable waiting periods relating thereto shall have expired or been terminated early; (ii) there shall be no Law in effect enjoining or otherwise prohibiting such Deferred Closing and no pending lawsuits, actions or proceedings to enjoin or otherwise prohibit such Closing shall have been commenced by any Government Authority or other Person; (iii) the covenants and agreements of Purchaser set forth in this Agreement to be performed at or prior to such Deferred Closing shall have been duly performed in all material respects to the extent that they relate to such Deferred Target Company; and (iv) the closing condition set forth in Section 6.3(a) shall have been satisfied or waived with respect to such Deferred Asset. Notwithstanding Target Companies that are the foregoing, during the period beginning on the Closing Date and ending on the earlier subject of the Deferred Closing Date and the Deferred Closing Outside Date, except as Growth Partners may consent in writing, the respective Seller shall conduct the operations of the Deferred Asset in the ordinary course consistent with past practice; provided that the respective Seller shall not, and shall not permit the Deferred Asset to: (i) except in the ordinary course of business, incur or assume any liabilities, obligations or indebtedness for borrowed money; (ii) make or pay any dividend or distribution, whether of cash or other assets on a non pro rata basis (such dividends or distributions to be paid to Growth Partners upon the applicable Deferred Closing Date); or (iii) sell, lease, license or otherwise dispose of any asset of the Deferred Asset to any Person except for sales of inventory or product in the ordinary course of business. (c) At each Deferred Closing, if any, Growth Partners and the respective Seller except that each reference in Section 6.3(a) to “Target Business Segment” shall execute and deliver joint written instructions refer to the Settlement Agent instructing group of Deferred Target Companies that are the Settlement Agent to release from the Escrow Account to the Settlement Agent, on behalf subject of and in its capacity as agent for the respective Seller, by wire transfer to an account or accounts designated by the respective Seller (or by such designee), the portion of the Holdback Amount attributed to such Deferred Asset (as set forth in Annex B hereto). As promptly as practicable following the first (1st) anniversary of the date of this Agreement (as may be extended pursuant to the following proviso, the “Deferred Closing Outside Date”), Growth Partners and CEC shall execute and deliver joint written instructions to the Settlement Agent instructing the Settlement Agent to release any remaining Holdback Amount then held in the Escrow Account (or right or claim thereto) to Growth Partners, and the Purchase Price shall be adjusted downward to reflect any such relinquishment to Growth Partners (and the respective Seller shall have no further obligation to transfer any remaining Deferred Assets to Growth Partners); provided, however, that, as long as the respective Sellers are using their reasonable efforts to secure all requisite approvals, such Deferred Closing Outside Date shall be extended to the earlier of (i) the third (3rd) Business Day after the date on which all approvals from a Governmental Entity required to complete the applicable Deferred Closings are received and (ii) the third (3rd) anniversary of the date of this AgreementClosing. (d) No later than three Business Days prior to each Deferred Closing Date, Parent shall deliver to Purchaser an Estimated Closing Statement relating to the Deferred Target Companies that will be the subject of such Deferred Closing Date. Purchaser shall have an opportunity to review each Estimated Closing Statement and shall be provided reasonable access to the books, records and other relevant information of Parent and its Representatives to the extent reasonably necessary to review such Estimated Closing Statement. (e) At each Deferred Closing, if any, (i) CAC and Growth Partners Purchaser shall deliver to the relevant Seller Parent any of the documents or other deliverables required to be delivered by Parent pursuant to Section 10.2 2.6 to the extent related to the Deferred Asset Target Company and not previously delivered to the relevant Seller Parent at the Closing, an earlier Closing (including any amounts payable pursuant to Section 2.6(a)(i)) and (ii) the relevant Seller Parent shall deliver to CAC and Growth Partners Purchaser any of the documents or other deliverables required to be delivered by Parent pursuant to Section 10.3, 2.6 to the extent related to the Deferred Asset Target Company and not previously delivered to CAC and/or Growth Partners Purchaser at a previous Closing. (f) Unless the context otherwise clearly requires, references in this Agreement (i) to “Closing”, “Closing Date”, “Subject Company” and “Target Business Segment” shall, with respect to any Deferred Target Company, be deemed to refer to the applicable Deferred Closing, provided that in the case of any Deferred Closing occurring more than thirty (30) days after the Closing Date, Deferred Target Company or Deferred Target Companies, respectively and (ii) “Closing Payment” shall, with respect to any Deferred Target Company, be deemed to refer to the relevant Seller shall deliver sum of (A) the certificate described Estimated Net Asset Value in Section 10.3(f)(v) at respect of such Deferred Closing Target Company and (even if B) the Deferred Premium in respect of such Seller previously delivered such a certificate at the Closing)Deferred Target Company. (eg) Following each Deferred Closing Date, each Party shall take all actions contemplated to be taken by it in connection with a Closing Date pursuant to Section 2.3. (h) In respect of each Deferred AssetTarget Company, Parent and the respective Seller and Growth Partners Purchaser shall continue to comply comply, to the extent reasonably practicable, through the applicable Deferred Closing Date (or Deferred Closing Outside Date) , with all covenants and agreements contained in this Agreement that are required by their terms to be performed prior to the Closing, including Closing relating to the covenants of the Parties contained in Article IXextent related to such Deferred Target Company. (f) For the avoidance of doubt, a Deferred Closing may apply to a Bifurcated Closing. (g) Unless otherwise required by applicable Law, for U.S. federal and applicable state income tax purposes, the Parties shall treat each Deferred Asset as having been transferred to Growth Partners on the Closing Date.

Deferred Closings. (a) IfNotwithstanding anything to the contrary contained in this Agreement, as the sale, assignment, transfer, conveyance, delivery and purchase of the Purchased Assets (the “Deferred Assets”) located in the jurisdictions listed on Schedule 2.08(a) (the “Deferred Closing Countries”), and the assumption of the Assumed Liabilities (the “Deferred Liabilities”) relating to the Business conducted in the Deferred Closing Countries or relating to such Deferred Assets shall not occur on the Closing Date. (b) The sale, (i) there is an applicable Law then in effect or a Governmental Entity shall have issued or entered an Order that is then in effectassignment, either or both of which has the effect of restrainingtransfer, enjoiningconveyance, or making illegal the Purchase Transaction or otherwise prohibiting the consummation delivery and purchase of the purchase by Growth Partners Deferred Assets, and the assumption of a Purchased Asset, (ii) any material Permit or Gaming License that is required to consummate the purchase by Growth Partners of a Purchased Asset or the contribution to Growth Partners of a Contributed Asset shall not have been obtained or (iii) any consent listed on Schedule 10.3(d) shall not have been obtained Deferred Liabilities with respect to a Purchased Asset specified thereinDeferred Closing Country shall take place at a closing on the Distribution Country Transition Date (as defined in the Distribution Agreement) for such Deferred Closing Country (each such closing, then the closing of the transactions contemplated hereby (the a “Deferred Closing”) with respect to be held at the offices of Shearman & Sterling LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 a.m. New York time on such Purchased Asset date, or at such other place or on such other date or at such other time, as BSC and the Purchaser may mutually agree upon in writing (eacheach day on which a Deferred Closing takes place, a “Deferred Asset”) shall be deferred until (but shall occur on) the third (3rd) Business Day (being a “Deferred Closing Date”) following ); provided that if the satisfaction or waiver (other than those conditions that by their nature can only be satisfied or waived at the Closing, but subject Distribution Country Transition Date for any Deferred Closing Country is not scheduled to occur prior to the satisfaction or waiver of those conditions) termination of the conditions described in Section 10.4 with respect to such Deferred Asset. (b) Until Distribution Agreement, the Deferred Closing Outside for each such Deferred Closing Country shall occur on the End Date (as defined below), the respective Seller and Growth Partners shall, to the extent consistent with any applicable legal or fiduciary obligation under applicable Law (including, for the avoidance of doubt, any Gaming Laws and Gaming Licenses), take all actions as are necessary such that Growth Partners will, in compliance with applicable Law, obtain the benefits and assume the obligations and bear the economic burdens associated with owning and operating a Deferred Asset for the period between the Closing and the Deferred Closing with respect to such Deferred Asset, subject, in each case, to the actual occurrence, if at all, of the Deferred Closing with respect to such Deferred Asset. Notwithstanding the foregoing, during the period beginning on the Closing Date and ending on the earlier of the Deferred Closing Date and the Deferred Closing Outside Date, except as Growth Partners may consent in writing, the respective Seller shall conduct the operations of the Deferred Asset in the ordinary course consistent with past practice; provided that the respective Seller shall not, and shall not permit the Deferred Asset to: (i) except in the ordinary course of business, incur or assume any liabilities, obligations or indebtedness for borrowed money; (ii) make or pay any dividend or distribution, whether of cash or other assets on a non pro rata basis (such dividends or distributions to be paid to Growth Partners upon the applicable Deferred Closing DateDistribution Agreement); or (iii) sell, lease, license or otherwise dispose of any asset of the Deferred Asset to any Person except for sales of inventory or product in the ordinary course of business. (c) At each Deferred Closing, if anythe parties hereto shall, Growth Partners and the shall cause their respective Seller shall Affiliates to, execute and deliver joint written instructions to the Settlement Agent instructing the Settlement Agent to release from the Escrow Account to the Settlement Agent, on behalf of and applicable OUS Transfer Agreement in its capacity as agent for the respective Seller, by wire transfer to an account or accounts designated by the respective Seller (or by such designee), the portion respect of the Holdback Amount attributed to applicable Deferred Closing Country and such Deferred Asset (as set forth in Annex B hereto). As promptly as practicable following the first (1st) anniversary of the date of this Agreement (other documents and instruments, as may be extended pursuant to the following proviso, the “Deferred Closing Outside Date”), Growth Partners and CEC shall execute and deliver joint written instructions to the Settlement Agent instructing the Settlement Agent to release any remaining Holdback Amount then held in the Escrow Account (or right or claim thereto) to Growth Partners, and the Purchase Price shall be adjusted downward to reflect any such relinquishment to Growth Partners (and the respective Seller shall have no further obligation reasonably necessary to transfer any remaining the Deferred Assets to Growth Partners); provided, however, that, as long as the respective Sellers are using their reasonable efforts to secure all requisite approvals, and Deferred Liabilities in such Deferred Closing Outside Country. The forms of the OUS Transfer Agreements to be executed on each Deferred Closing Date in respect of each Deferred Closing Country (other than China) are attached hereto as Exhibit 2.08(c). The form of the OUS Transfer Agreement in respect of China shall be extended subject to the earlier of (i) the third (3rd) Business Day after the date on which all approvals from a Governmental Entity required to complete the applicable Deferred Closings are received and (ii) the third (3rd) anniversary of the date of this AgreementSection 5.24(b). (d) At each Deferred Closing, if any, (i) CAC and Growth Partners shall deliver Notwithstanding anything contained herein to the relevant Seller any contrary, but subject to Section 2.08(b), other than the occurrence of the documents or other deliverables applicable Distribution Country Transition Date, there shall be no conditions required to be delivered pursuant satisfied or waived prior to Section 10.2 to the extent related to the Deferred Asset and not previously delivered to the relevant Seller at the Closing, and (ii) the relevant Seller shall deliver to CAC and Growth Partners any of the documents or other deliverables required to be delivered pursuant to Section 10.3, to the extent related to the Deferred Asset and not previously delivered to CAC and/or Growth Partners at the Closing, provided that in the case of any a Deferred Closing occurring more than thirty (30) days after in order to consummate the Closing Date, the relevant Seller shall deliver the certificate described in transactions contemplated by this Section 10.3(f)(v) at such 2.08 with respect to a Deferred Closing (even if such Seller previously delivered such a certificate at the Closing)Country. (e) In respect of each Deferred Asset, During the respective Seller period between the Closing Date and Growth Partners shall continue to comply through the applicable Deferred Closing Date (or Date, the parties hereto shall, and shall cause their respective Affiliates to, cooperate fully and use commercially reasonable efforts to take such actions with respect to each Deferred Closing Outside Date) with all covenants and agreements contained Country as may be reasonably requested by the other party hereto in this Agreement that are required by their terms order to be performed prior to permit the Closing, including the covenants transfer of the Parties contained Deferred Assets and Deferred Liabilities in Article IXsuch Deferred Closing Country in accordance with this Section 2.08. (f) For Between the avoidance Closing Date and the Deferred Closing Date, BSC (through its Affiliates) shall be the distributor of doubtProducts for the Purchaser (or its applicable Affiliate) in each of the Deferred Closing Countries in accordance with the terms of the Distribution Agreement. Prior to the occurrence of a Deferred Closing, subject to the terms of the Distribution Agreement, all Deferred Assets in a Deferred Closing may apply to a Bifurcated ClosingCountry shall be held for the account of BSC and its Affiliates and all Deferred Liabilities shall be retained by BSC and its Affiliates. (g) Unless otherwise required by applicable Law, for U.S. federal and applicable state income tax purposes, the Parties shall treat each Deferred Asset as having been transferred to Growth Partners on From the Closing Date to the Deferred Closing Date., subject to the terms of the Distribution Agreement, unless the context clearly requires otherwise and except for purposes of Article V (other than Sections 5.02, 5.05, 5.06(b), 5.12(a), 5.14, 5.21, 5.22, 5.23 and 5.24(b)), Article VII, Article VIII and Article IX, all references in this Agreement to the

Deferred Closings. (a) IfNotwithstanding anything to the contrary in this Agreement, as but subject to Section 3.2(d), the sale, conveyance, assignment, assumption, transfer or delivery, direct or indirect, of any interest in any Shares in the Closing Date, (i) there is an applicable Law then Conveyed Subsidiaries listed in effect or a Governmental Entity shall have issued or entered an Order that is then in effect, either or both of which has the effect of restraining, enjoiningAnnex D-4 attached hereto, or making illegal the Purchase Transaction or otherwise prohibiting the consummation of the purchase by Growth Partners of a Purchased Asset, (ii) any material Permit or Gaming License that is required to consummate the purchase by Growth Partners of a Purchased Asset located in the Deferred Asset Jurisdictions, and the assumption of Assumed Liabilities associated with such Purchased Assets (such Shares or the contribution Purchased Assets and Assumed Liabilities related to Growth Partners of a Contributed Asset shall not have been obtained or (iii) any consent listed on Schedule 10.3(d) shall not have been obtained with respect to a Purchased Asset specified thereinDeferred Jurisdiction, then the closing of the transactions contemplated hereby (the “Deferred ClosingClosing Items,” with that part of the Business operated by the applicable Conveyed Subsidiary or comprising the Purchased Assets and Assumed Liabilities in each Deferred Jurisdiction, being a “Deferred Closing Business”) with respect to such Purchased Asset (each, a “Deferred AssetClosing”) shall occur (each, as such date may be deferred until (but shall occur onextended pursuant to this Section 3.2(a) or by mutual written agreement of the third (3rd) Business Day (Parties, a “Deferred Closing Date”) following on the satisfaction or waiver later of (other than those conditions that by their nature can only be satisfied or waived at the Closing, but subject to the satisfaction or waiver of those conditionsi) of the conditions described in Section 10.4 with respect to such Deferred Asset. (b) Until the Deferred Closing Outside Date (as defined below), the respective Seller and Growth Partners shall, to the extent consistent with any applicable legal or fiduciary obligation under applicable Law (including, for the avoidance of doubt, any Gaming Laws and Gaming Licenses), take all actions as are necessary such that Growth Partners will, in compliance with applicable Law, obtain the benefits and assume the obligations and bear the economic burdens associated with owning and operating a Deferred Asset for the period between the Closing and the Deferred Closing with respect to such Deferred Asset, subject, in each case, to the actual occurrence, if at all, of the Deferred Closing with respect to such Deferred Asset. Notwithstanding the foregoing, during the period beginning on the Closing Date and ending (ii) a date mutually agreed upon by the Parties that shall be, for each Deferred Jurisdiction, no later than the date set forth opposite such Deferred Jurisdiction in Annex X-0, Xxxxx X-0, Xxxxx X-0, Xxxxx X-0 and Annex D-5 attached hereto; provided, however, that (A) for each Deferred Jurisdiction listed on Annex D-1 attached hereto, if Purchaser has used commercially reasonable efforts to establish a local entity, as a Purchaser Designee, that is able to accept the earlier transfer of the relevant Deferred Closing Items in compliance with the applicable Law of such Deferred Jurisdiction and permit such Purchaser Designee to legally conduct the Deferred Closing Date and the Deferred Closing Outside Date, except as Growth Partners may consent in writing, the respective Seller shall conduct the operations of the Deferred Asset Business in the ordinary course consistent with past practice; provided that the respective same manner as conducted by Seller shall not, and shall not permit the Deferred Asset to: (i) except in the ordinary course of business, incur Parent or assume any liabilities, obligations or indebtedness for borrowed money; (ii) make or pay any dividend or distribution, whether of cash or other assets on a non pro rata basis (such dividends or distributions to be paid to Growth Partners upon the applicable Deferred Closing Date); or (iii) sell, lease, license or otherwise dispose of any asset of the Deferred Asset to any Person except for sales of inventory or product in the ordinary course of business. (c) At each Deferred Closing, if any, Growth Partners and the respective Seller shall execute and deliver joint written instructions to the Settlement Agent instructing the Settlement Agent to release from the Escrow Account to the Settlement Agent, on behalf of and in its capacity Affiliates as agent for the respective Seller, by wire transfer to an account or accounts designated by the respective Seller (or by such designee), the portion of the Holdback Amount attributed to such Deferred Asset (as set forth in Annex B hereto). As promptly as practicable following the first (1st) anniversary of the date of this Agreement (as may be extended pursuant subject only to the following provisoNet Economic Benefit Agreement, the “applicable Local Implementing Agreement and the ongoing provision of services under the Transitional Services Agreement and this Agreement (as applicable) at that time), (B) for each Deferred Jurisdiction listed on Annex D-2 and Annex D-3 attached hereto, if Purchaser has used commercially reasonable efforts to negotiate and execute an arrangement with a Purchaser Designee to provide for such Purchaser Designee to accept the transfer of the relevant Deferred Closing Outside Date”Items on terms acceptable to Purchaser, and (C) for each Deferred Jurisdiction listed on Annex D-5 attached hereto, if the Parties have met their obligations to work together in good faith to satisfy any notice or consultation obligations to any employee representatives, works councils or health and safety committees in order to enable the relevant Purchaser Designee or Conveyed Subsidiary (as applicable) to continue the employment of the Deferred Transfer Employees in such Deferred Jurisdiction but, in each case of clauses (A), Growth Partners (B) and CEC shall execute (C), due to delays of the applicable Governmental Authority in such Deferred Jurisdiction (including with respect to obtaining any required Governmental Authorizations) or other delays that the Parties are not able to overcome by commercially reasonable efforts, or in the event Purchaser or the relevant Purchaser Designee is not ready to consummate such Deferred Closing by the date set forth opposite such Deferred Jurisdiction in Annex X-0, Xxxxx X-0, Xxxxx X-0, Xxxxx X-0 and deliver joint Annex D-5 attached hereto, then Purchaser may, upon advance written instructions notice to Seller Parent no less than one (1) month prior to the Settlement Agent instructing Deferred Closing Date set forth opposite such Deferred Jurisdiction in Annex X-0, Xxxxx X-0, Xxxxx X-0, Xxxxx X-0 and Annex D-5 attached hereto, extend the Settlement Agent date set forth opposite each such Deferred Jurisdiction for an additional period not to release exceed three (3) months from the date set forth opposite each such Deferred Jurisdiction. Seller Parent acknowledges that Purchaser may amend Annex X-0, Xxxxx X-0, Xxxxx X-0, Xxxxx X-0 and Annex D-5 attached hereto in order to move any remaining Holdback Amount then held Deferred Jurisdiction from one annex to another, provided that Seller Parent shall have consented to such amendment in writing (such consent not to be unreasonably withheld, delayed or conditioned) at least five (5) Business Days prior to the Escrow Account (relevant Deferred Closing Date. If the Deferred Closing of any Deferred Closing Item shall not have occurred at or right or claim thereto) prior to Growth Partnersthe applicable Deferred Closing Date, and it becomes apparent to Seller Parent or Purchaser that the Purchase Price shall be adjusted downward Deferred Closing is not reasonably likely to reflect any occur on or prior to the Deferred Closing Date set forth opposite such relinquishment Deferred Jurisdiction in Annex X-0, Xxxxx X-0, Xxxxx X-0, Xxxxx X-0 and Annex D-5 attached hereto, then either Seller Parent or Purchaser may, by delivery of written notice to Growth Partners the other Party no later than one (1) month prior to the applicable Deferred Closing Date, request that the Parties expeditiously identify and the respective Seller shall have no further obligation to transfer agree upon alternative means or structures by which any remaining Deferred Assets Closing Items, portion(s) of the Deferred Closing Business and/or the benefits and Liabilities thereof may be transferred (or otherwise made available) to Growth PartnersPurchaser (or its Affiliates or nominees), and Seller Parent, at Purchaser’s sole cost (other than with respect to Transfer Taxes, which shall be governed by Section 6.6(h)), shall effect, or shall cause to be effected, such transfer by such alternative means or structure as Purchaser may request; provided, that no Seller Indemnified Party shall have any Liability, whether to Purchaser, any third party or otherwise, arising out of, resulting from or that exist due to such alternative means or structure (other than with respect to Transfer Taxes, which shall be governed by Section 6.6(h)); provided, howeverfurther, that, as long as the respective Sellers are using their reasonable efforts that if no such agreement on alternative means or structures with respect to secure all requisite approvals, such any Deferred Closing Outside Date shall be extended to Items is reached between the earlier of (i) the third (3rd) Business Day after the date on which all approvals from a Governmental Entity required to complete Parties by the applicable Deferred Closings are received and (ii) Closing Date, Seller Parent may commence a Local Wind Down with respect to the third (3rd) anniversary of the date of this Agreementapplicable Deferred Closing Items pursuant to Section 3.2(d). (db) At each Deferred Closing, if any, : (i) CAC The Parties shall execute and Growth Partners shall deliver deliver, or cause to be executed and delivered, such documents and instruments as may be reasonably necessary (including, as applicable, the relevant Seller any Local Implementing Agreements) to evidence the transfer of the documents applicable Deferred Closing Items to Purchaser or other deliverables required to be delivered pursuant to Section 10.2 to the extent related to the Deferred Asset and not previously delivered to the relevant Seller at the Closing, and Purchaser Designee. (ii) the relevant Seller shall deliver to CAC and Growth Partners any of the documents or other deliverables required to be delivered pursuant to Section 10.3, to the extent related to the Deferred Asset and not previously delivered to CAC and/or Growth Partners at the Closing, provided that in In the case of any Deferred Closing occurring more Business with respect to which the applicable Local Implementing Agreements provide for a local purchase price to be paid locally (including, if applicable, in the applicable local currency) ("Local Purchase Price"), which shall be equal to the USD amount or local currency equivalent, as applicable, of the applicable portion of the Cash Consideration paid at the Closing attributable to such Deferred Closing Business, as determined pursuant to the Closing Asset Allocation Schedule or, if the Closing Asset Allocation Schedule is not yet available at the time, as determined by Deloitte Transactions and Business Analytics LLP as part of the process of preparing the Closing Asset Allocation Schedule and Appraisal Report (the “USD Payment Amount”), promptly upon Seller Parent’s receipt of confirmation that the applicable wire transfer has been initiated by Purchaser or the applicable Purchaser Designee for payment of the applicable Local Purchase Price by Purchaser or the Purchaser Designee to Seller Parent or its Affiliates pursuant to the applicable Local Implementing Agreements on the applicable Deferred Closing Date, Seller Parent shall promptly pay to Purchaser a cash amount in USD equal to the applicable USD Payment Amount, by means of a wire transfer of immediately available funds to such account or accounts as designated by Purchaser in writing to Seller Parent not less than thirty three (303) days Business Days prior to the Deferred Closing Date (and in no event later than three (3) Business Days after such written designation). For the avoidance of doubt, the exchange rate applicable to such payments shall be determined using the General Payment Conversion Rate. For the avoidance of doubt, the Closing Payment shall be delivered by Purchaser to Seller Parent on the Closing Date, in accordance with Section 3.1(c), notwithstanding (A) that the relevant Seller shall deliver consummation of the certificate described sale and purchase of Deferred Closing Items will not occur as of the Closing Date, as set forth in Section 10.3(f)(v3.2(a), and (B) at the deferred transfer of the Customer Care and Contracting Function contemplated by Section 3.2(f). If any Deferred Closing is later than the Closing, then, with respect to the applicable Deferred Closing Business, during the period between the Closing and such Deferred Closing, (i) the benefits and burdens of such Deferred Closing Business shall be for the account of Purchaser, with Purchaser treated as the beneficial owner of all applicable Purchased Assets and Assumed Liabilities, (even ii) all income, losses, proceeds, receivables or other monies generated by such Deferred Closing Business, or received by Seller Parent or any of its Affiliates for, or on behalf of, such Deferred Closing Business, shall be held in trust for the account of, and the net profits (if any) paid to, or the net losses (if any) incurred by, Purchaser or its Affiliates, as applicable, notwithstanding any other provision in this Agreement to the contrary, in accordance with the Net Economic Benefit Agreement, (iii) Seller Parent or any of its Affiliates shall use commercially reasonable efforts to (x) conduct the Deferred Closing Business in all material respects in the ordinary course of business consistent with applicable Laws and past practices (including, among other things, making no material changes to practices related to commercial strategy, such as contracting scope, pricing policy, promotions, marketing materials, unless otherwise agreed between the Parties), (y) maintain and preserve intact the Deferred Closing Business in all material respects, taking into account, among other things, the completion of the sale of assets and stock in respect of the Business on the Closing Date pursuant to Section 3.1; provided, however, that "ordinary course" operations of the Deferred Closing Business in each Deferred Jurisdiction shall not be the same as prior to the Closing Date (by reason of the transactions consummated on the Closing Date pursuant to Section 3.1 and the impact thereof) and neither Seller Parent nor any of its Affiliates shall have any responsibility to, or liability for, failure to operate the Deferred Closing Business in the ordinary course, consistent with past practice, by reason of any change resulting from the transactions consummated on the Closing Date pursuant to Section 3.1 (except as set forth in this Section 3.2(c)), (iv) subject to any restrictions imposed under applicable Law, Purchaser and its Affiliates and Purchaser Designees shall provide, at Purchaser’s sole expense, Sellers in each Deferred Jurisdiction with all of the support necessary or reasonably requested by such Seller previously delivered to conduct the Deferred Closing Business in accordance with the terms of this Section 3.2(c) (including, among other things, supplying products and providing access to services by, and rights with respect to, assets transferred to Purchaser or its Affiliates on the Closing Date), and (v) Seller Parent shall, and shall cause its Subsidiaries to, permit Purchaser and its Representatives to have reasonable access, during regular normal business hours, to the books and records of the Deferred Closing Business and to all personnel, offices and other facilities and properties of the Deferred Closing Business and to furnish any information in respect of the Deferred Closing Business as may be reasonably requested by Purchaser or its Representatives. (c) In the event that a Deferred Closing for any Deferred Jurisdiction does not occur on or before the applicable Deferred Closing Date, as it may be extended pursuant to Section 3.2(a), then all obligations of Purchaser and its Affiliates and Seller Parent and its Affiliates under the Net Economic Benefit Agreement shall cease immediately upon the applicable Deferred Closing Date for such Deferred Jurisdiction, as it may be extended pursuant to Section 3.2(a), and as of such date in such jurisdiction, Seller Parent, in its sole discretion, shall have the right to either (i) commence the winding down of the Deferred Closing Business for such Deferred Jurisdiction (the “Local Wind Down”) in a certificate manner that Seller Parent deems reasonable, and all costs incurred by Seller Parent or any of its Affiliates to the extent arising out of, related to or otherwise incurred in connection with such Local Wind Down shall be borne and/or reimbursed by Purchaser, or (ii) continue to operate the Deferred Closing Business and/or sell, convey, assign and transfer the Deferred Closing Business or any of the Deferred Closing Items for such Deferred Jurisdiction (such sale, conveyance, or transfer a “Alternative Deferred Transfer”) to a third party distributor (a “Third Party Designee”) selected by Seller Parent in its sole discretion; provided any net proceeds received by Seller Parent or its Affiliates as a result of any Local Wind Down or Alternative Deferred Transfer shall be provided to Purchaser. (d) Subject to any restrictions imposed under applicable Law, in the event that a Deferred Closing for any Deferred Jurisdiction does not occur on or before the applicable Deferred Closing Date, Purchaser and its Affiliates and Purchaser Designees shall (i) provide (at Purchaser’s sole expense) in each applicable Deferred Jurisdiction all support necessary or reasonably requested by the ClosingSeller Parent or any applicable Third Party Designees to conduct the applicable Deferred Closing Business (including, among other things, supplying products and providing access to services by, and rights with respect to, assets transferred to Purchaser or Purchaser Designees on the Closing Date or on any prior Deferred Closing Date), and (ii) bear all costs and liabilities arising from the operation of the applicable Deferred Closing Business, other than in the event Seller Parent elects its rights under Section 3.2(c)(ii). (e) In respect of each Deferred Asset, the respective Seller and Growth Partners shall continue to comply through the applicable Deferred Closing Date (or Deferred Closing Outside Date) with all covenants and agreements contained in this Agreement that are required by their terms to be performed prior to the Closing, including the covenants of the Parties contained in Article IX. (f) For the avoidance of doubt, a the management and operation of any Deferred Closing may apply Business by Seller Parent or any of its Affiliates or any Third Party Designees following the Closing Date, or the Deferred Closing Date, as applicable, contemplated by this Section 3.2 and the Net Economic Benefit Agreement, shall not be deemed a violation or breach of Section 6.14 or Section 6.15 of this Agreement. Nothing in this Section 3.2 shall be deemed to a Bifurcated Closinglengthen or extend the obligations set forth in Section 6.14 or Section 6.15, which shall expire as set forth therein. (gf) Unless otherwise required by applicable LawThe Parties agree that, for U.S. federal and applicable state income tax purposesnotwithstanding anything to the contrary set forth herein, the Parties conveyance, assignment and transfer of Deferred Transfer Customer Care and Contracting Employees and assets used by such employees in performing customer care and contracting services for the Business (the “Customer Care and Contracting Function”) shall treat each Deferred Asset as having been transferred to Growth Partners not take place on the Closing Date but shall take place upon April 30, 2017 (“Deferred Customer Care and Contracting Function Transfer Date”). Between the Closing Date and the Deferred Customer Care and Contracting Function Transfer Date, Seller Parent or its applicable Affiliates shall operate the Customer Care and Contracting Function pursuant to the terms set forth in the Transitional Services Agreement and Purchaser shall, or shall cause the applicable Purchaser Designee to, accept the conveyance, assignment and transfer of the Customer Care and Contracting Function on the Deferred Customer Care and Contracting Function Transfer Date.

Deferred Closings. (a) IfThe parties hereto acknowledge and agree that, as of the Closing Datedate hereof, (i) there is an applicable Law then in effect or a Governmental Entity shall have issued or entered an Order that is then in effect, either or both the Shares of which has the effect of restraining, enjoining, or making illegal the Purchase Transaction or otherwise prohibiting the consummation of the purchase by Growth Partners of a Purchased Asset, (ii) any material Permit or Gaming License that is required to consummate the purchase by Growth Partners of a Purchased Asset or the contribution to Growth Partners of a Contributed Asset shall not have been obtained or (iii) any consent each Veterinary Subsidiary listed on Schedule 10.3(dAnnex B hereto (each a "Deferred Subsidiary") shall cannot have been obtained with respect to a Purchased Asset specified thereinbe transferred, then the closing of the transactions contemplated hereby (the “Deferred Closing”) with respect to such Purchased Asset (eachdirectly or indirectly, a “Deferred Asset”) shall be deferred until (but shall occur on) the third (3rd) Business Day (a “Deferred Closing Date”) following the satisfaction or waiver (other than those conditions that by their nature can only be satisfied or waived at the Closing, but subject to the satisfaction Schering-Plough affiliate or waiver of those conditions) of affiliates that are parties to the conditions described in Section 10.4 applicable Subsidiary Agreement with respect to such Deferred AssetSubsidiary (or the applicable Subsidiary Agreement with respect to a parent of such Deferred Subsidiary) because certain governmental approvals have not yet been obtained. The Sellers and the Buyer desire to proceed with the Closing and, accordingly, the Sellers and the Buyer agree that at the Closing the Estimated Adjusted Purchase Price shall be reduced by an amount equal to the amount set forth beside each Deferred Subsidiary's name, except for Thailand, on Annex B hereto (each a "Deferred Amount"), which amount for the avoidance of doubt is One Million Eight Hundred Fifty-Seven Thousand Dollars ($1,857,000). In the event that the Deferred Amount with respect to a Deferred Subsidiary is not required to be paid to Sellers as provided herein, the Working Capital Adjustment, if theretofore calculated, shall be recalculated to reflect such circumstance. The parties hereto shall cooperate in making all filings and taking all action necessary to enable all Shares of each Deferred Subsidiary to be transferred to the Buyer at the earliest possible date after the Closing Date. (b) Until With respect to each Deferred Subsidiary, on the fifth business day following the receipt of all necessary governmental approvals for the sale of the Shares of such Deferred Subsidiary to the Buyer (the "Deferred Closing Date"), (i) the Buyer shall pay the Deferred Closing Outside Date Amount to the Sellers and purchase from the Sellers all the Shares of such Deferred Subsidiary and (ii) the Sellers shall deliver to the Buyer (x) certificates representing such Shares, duly endorsed in blank or with appropriate stock powers, or the Sellers shall have taken such other actions as defined belowmay be necessary under applicable law and the applicable Subsidiary Agreement to transfer ownership of such Shares to the Buyer, free and clear of any pledges, security interests, liens, encumbrances or adverse claims and (y) the resignation of all directors of such Deferred Subsidiary (except for any resignation(s) the Buyer specifically instructs the Sellers not to obtain) and any documents of Sellers or their affiliates necessary to elect the Buyer's designees as directors (each such payment and delivery a "Deferred Closing"). (c) Sellers shall cause each Deferred Subsidiary to conduct the business of such Deferred Subsidiary strictly in accordance with the instructions of the Buyer to the fullest extent permitted by law in the relevant jurisdiction; it is understood that any such actions taken by the Sellers with respect to a Deferred Subsidiary shall be taken for the benefit of the Buyer. Subject to the provisions of the immediately preceding sentence, with respect to each Deferred Subsidiary, the respective Seller and Growth Partners shall, to the extent consistent with any applicable legal or fiduciary obligation under applicable Law (including, for the avoidance of doubt, any Gaming Laws and Gaming Licenses), take all actions as are necessary such that Growth Partners will, in compliance with applicable Law, obtain the benefits and assume the obligations and bear the economic burdens associated with owning and operating a Deferred Asset for the period between the Closing Buyer and the Deferred Closing Sellers shall remain obligated under Article V of the Stock Purchase Agreement until their respective obligations under this Amendment and the Subsidiary Agreement with respect to such Deferred Asset, subject, in each case, to Subsidiary have been fully completed. Without limiting the actual occurrence, if at all, generality of the Deferred Closing with respect to such Deferred Asset. Notwithstanding the foregoing, during the period beginning on the Closing Date and ending on the earlier of the Sellers shall cause each Deferred Closing Date and the Deferred Closing Outside Date, except as Growth Partners may consent in writing, the respective Seller shall conduct the operations of the Deferred Asset in the ordinary course consistent with past practice; provided that the respective Seller shall not, and shall Subsidiary not permit the Deferred Asset to: (i) except in the ordinary course of business, incur or assume any liabilities, obligations or indebtedness for borrowed money; (ii) make or to pay any dividend dividends or distributionto issue, whether repurchase or redeem any shares of its capital stock or to make any other cash or other assets on a non pro rata basis (such dividends or non-cash distributions to be paid to Growth Partners upon the applicable Deferred Closing Date); Sellers or any of their affiliates. In taking any actions required by the provisions of this Section 5 (iii) selland, leasein particular, license or otherwise dispose of any asset of the Deferred Asset to any Person except for sales of inventory or product in the ordinary course of business. this subsection (c) At each Deferred Closing, if any, Growth Partners and the respective Seller shall execute and deliver joint written instructions to the Settlement Agent instructing the Settlement Agent to release from the Escrow Account to the Settlement Agent, on behalf of and in its capacity as agent for the respective Seller, by wire transfer to an account or accounts designated by the respective Seller (or by such designee)), the portion Buyer agrees that the Sellers will not be deemed to be in violation of the Holdback Amount attributed to such Deferred Asset (as requirements and restrictions set forth in Annex B hereto). As promptly as practicable following the first (1st) anniversary Section 10.9 of the date of this Agreement (as may be extended pursuant to the following proviso, the “Deferred Closing Outside Date”), Growth Partners and CEC shall execute and deliver joint written instructions to the Settlement Agent instructing the Settlement Agent to release any remaining Holdback Amount then held in the Escrow Account (or right or claim thereto) to Growth Partners, and the Stock Purchase Price shall be adjusted downward to reflect any such relinquishment to Growth Partners (and the respective Seller shall have no further obligation to transfer any remaining Deferred Assets to Growth Partners); provided, however, that, as long as the respective Sellers are using their reasonable efforts to secure all requisite approvals, such Deferred Closing Outside Date shall be extended to the earlier of (i) the third (3rd) Business Day after the date on which all approvals from a Governmental Entity required to complete the applicable Deferred Closings are received and (ii) the third (3rd) anniversary of the date of this Agreement. (d) At The Sellers shall report to Buyer on a monthly basis with respect to each Deferred Closing, if any, (i) CAC and Growth Partners shall deliver to Subsidiary. If the relevant Seller any of the documents or other deliverables required to be delivered pursuant to Section 10.2 to the extent related to the Deferred Asset and not previously delivered to the relevant Seller at the Closing, and (ii) the relevant Seller shall deliver to CAC and Growth Partners any of the documents or other deliverables required to be delivered pursuant to Section 10.3, to the extent related to the Deferred Asset and not previously delivered to CAC and/or Growth Partners at the Closing, provided that in the case Shares of any Deferred Closing occurring more than thirty (30) days Subsidiary cannot be legally transferred to the Buyer or any affiliate thereof within six months after the Closing date of this Amendment, the Buyer and the Sellers shall use their reasonable best efforts to negotiate an equitable alternative to such transfer that shall afford to the Buyer and the Sellers, respectively, the economic benefits that they had anticipated with respect to such transfer. With respect to Colombia, in addition to the foregoing and in the event that, due to the failure of the appropriate governmental authority to approve the transfer of the animal health operations resident in Colombia ("Colombian Business") by December 31, 1997 or the affirmative disapproval by the appropriate governmental authority of such transfer before December 31, 1997 (either date referred to hereunder as the "Decision Date"), the Buyer will not be able to purchase the Colombian Business, it is understood that the Buyer will pay to the Sellers an amount equal to the operating cash flow with respect to the Colombian Business (as calculated in accordance with the historical accounting policies and practices of the Sellers) for the period beginning on July 1, 1997 and ending on the Decision Date, provided that, in no event shall the relevant Seller shall deliver the certificate described in Section 10.3(f)(v) at such Deferred Closing (even if such Seller previously delivered such a certificate at the Closing). (e) In respect of each Deferred Asset, the respective Seller and Growth Partners shall continue Buyer be responsible to comply through the applicable Deferred Closing Date (or Deferred Closing Outside Date) with all covenants and agreements contained in this Agreement that are required by their terms to be performed prior pay to the Closing, including the covenants Sellers pursuant to this sentence an amount in excess of the Parties contained lesser of One Hundred Forty Thousand Dollars ($140,000) per month or Eight Hundred Thousand Dollars ($800,000) in Article IXthe aggregate. (f) For the avoidance of doubt, a Deferred Closing may apply to a Bifurcated Closing. (g) Unless otherwise required by applicable Law, for U.S. federal and applicable state income tax purposes, the Parties shall treat each Deferred Asset as having been transferred to Growth Partners on the Closing Date.

Deferred Closings. (ai) If, as of the Share Sale Effective Time or the Contribution Effective Time, as applicable, in any jurisdiction other than a Required Jurisdiction (any such country, a “Deferred Closing DateJurisdiction”), (iA) there is an applicable Law then in effect or a Governmental Entity shall have issued or entered an Order that is then in effect, either or both of which has the effect of restraining, enjoining, making the Share Sale or making the Contribution illegal the Purchase Transaction or otherwise prohibiting the its consummation of the purchase by Growth Partners with respect to such jurisdiction, or (B) any filing with, notice to, or permit, authorization, registration, consent or approval of a Purchased Asset, (ii) any material Permit or Gaming License that is Governmental Entity required to consummate the purchase by Growth Partners Purchaser of the capital stock of a Purchased Asset or the contribution to Growth Partners of a Contributed Asset shall not have been obtained or (iii) any consent listed on Schedule 10.3(d) shall not have been obtained with respect to a Purchased Asset specified therein, then the closing of the transactions contemplated hereby Transferred Entity (the “Deferred ClosingClosing Governmental Approvals”) has not been made or obtained, as applicable, then notwithstanding anything to the contrary in this Agreement, the Parties may elect in its discretion to have such Transferred Entity (a “Deferred Transferred Entity”) not transferred to Purchaser or any of its Affiliates at the Share Sale Effective Time or the Contribution Effective Time, as applicable (but the Share Sale or the Contribution, as applicable, shall otherwise occur with respect to the Transferred Entities (other than any Deferred Transferred Entities)). Thereafter, each such Purchased Asset Deferred Transferred Entity shall be transferred to Purchaser (eachor its designated Subsidiary) on the fifth (5th) Business Day following the receipt, satisfaction or waiver (to the extent permitted by applicable Law) of such Deferred Closing Governmental Approvals (a “Deferred Asset”) shall be deferred until (but shall occur on) the third (3rd) Business Day (Closing” and such date, a “Deferred Closing Date”) following ). In no event shall the satisfaction IP Consideration, the Closing Share Sale Consideration or waiver (other than those conditions that the Closing Contribution Consideration payable by their nature can only be satisfied or waived Purchaser at the ClosingClosing or the Final Share Sale Consideration or Final Contribution Consideration be reduced or deferred in respect of any Deferred Transferred Entity; provided, but subject to that (x) the satisfaction or waiver First Share Sale Entities Cash and First Share Sale Entities Indebtedness of those conditions) any Deferred Transferred Entity that would have otherwise been a First Share Sale Entity will be included in determining the Closing First Share Sale Adjustment and the Post-Closing First Share Sale Adjustment as of the conditions described Share Sale Effective Time pursuant to Section 2.3 through 2.6, (y) the Second Share Sale Entities Cash and Second Share Sale Entities Indebtedness of any Deferred Transferred Entity that would have otherwise been a Second Share Sale Entity will be included in determining the Closing Second Share Sale Adjustment and the Post-Closing Second Share Sale Adjustment as of the Share Sale Effective Time pursuant to Section 10.4 with respect 2.3 through 2.6 and (z) the Contribution Entities Cash and Contribution Entities Indebtedness of any Deferred Transferred Entity that would have otherwise been a Contribution Entity will be included in determining the Contribution Closing Adjustment and the Post-Closing Contribution Adjustment as of the Contribution Effective Time pursuant to such Deferred AssetSection 2.3 through 2.6. (bii) Until the With respect to any Deferred Closing Outside Date (as defined below)Transferred Entity, the respective Seller and Growth Partners shall, to the extent consistent with any applicable legal or fiduciary obligation under applicable Law (including, for the avoidance of doubt, any Gaming Laws and Gaming Licenses), take all actions as are necessary such that Growth Partners will, in compliance with applicable Law, obtain the benefits and assume the obligations and bear the economic burdens associated with owning and operating a Deferred Asset for the period between the Closing and Share Sale Effective Time or the Deferred Closing with respect to such Deferred AssetContribution Effective Time, subject, in each case, to the actual occurrence, if at all, of the Deferred Closing with respect to such Deferred Asset. Notwithstanding the foregoing, during the period beginning on the Closing Date and ending on the earlier of the Deferred Closing Date and the Deferred Closing Outside Date, except as Growth Partners may consent in writing, the respective Seller shall conduct the operations of the Deferred Asset in the ordinary course consistent with past practice; provided that the respective Seller shall notapplicable, and shall not permit the Deferred Asset to: (i) except in the ordinary course of business, incur or assume any liabilities, obligations or indebtedness for borrowed money; (ii) make or pay any dividend or distribution, whether of cash or other assets on a non pro rata basis (such dividends or distributions to be paid to Growth Partners upon the applicable Deferred Closing Date), Purchaser and Parent shall, and Parent shall cause its applicable Subsidiaries to, (A) subject to applicable Law and contractual obligations, use reasonable best efforts to cooperate in a mutually agreeable arrangement under which (1) Parent shall, and shall cause its applicable Subsidiaries to use reasonable best efforts to (I) provide Purchaser with the economic benefits and burdens that would accrue to it if such Deferred Transferred Entity and its Subsidiaries were conveyed and transferred to it as of the Share Sale Effective Time or the Contribution Effective Time, as applicable; or and (iiiII) sellcooperate with Purchaser, leaseat Purchaser’s expense, license or otherwise dispose of to enforce any asset rights of the Deferred Asset Transferred Entity and its Subsidiaries that are available against any third party; (2) the Deferred Transferred Entity or its applicable Subsidiaries shall hold in trust for and pay to Purchaser promptly upon receipt thereof, any Person income, proceeds and other monies received; and (3) Purchaser shall (I) as agent or subcontractor for the applicable Deferred Transferred Entity and Subsidiaries thereof, pay, perform and discharge fully when due the Liabilities of such Deferred Transferred Entity and Subsidiaries and indemnify Parent and its Affiliates in respect of the foregoing, and (II) provide the Deferred Transferred Entity and the Parent Group such maintenance, support or other services, products or payments as may be required in furtherance of the provisions of this Section 2.7(b); and (B) the Parties shall treat Purchaser as the owner of any such Deferred Transferred Entity for Tax purposes as of the Share Sale Effective Time or the Contribution Effective Time, as applicable, except for sales of inventory or product in the ordinary course of businessas required by applicable Law. (c) At each Deferred Closing, if any, Growth Partners and the respective Seller shall execute and deliver joint written instructions to the Settlement Agent instructing the Settlement Agent to release from the Escrow Account to the Settlement Agent, on behalf of and in its capacity as agent for the respective Seller, by wire transfer to an account or accounts designated by the respective Seller (or by such designee), the portion of the Holdback Amount attributed to such Deferred Asset (as set forth in Annex B hereto). As promptly as practicable following the first (1st) anniversary of the date of this Agreement (as may be extended pursuant to the following proviso, the “Deferred Closing Outside Date”), Growth Partners and CEC shall execute and deliver joint written instructions to the Settlement Agent instructing the Settlement Agent to release any remaining Holdback Amount then held in the Escrow Account (or right or claim thereto) to Growth Partners, and the Purchase Price shall be adjusted downward to reflect any such relinquishment to Growth Partners (and the respective Seller shall have no further obligation to transfer any remaining Deferred Assets to Growth Partners); provided, however, that, as long as the respective Sellers are using their reasonable efforts to secure all requisite approvals, such Deferred Closing Outside Date shall be extended to the earlier of (i) the third (3rd) Business Day after the date on which all approvals from a Governmental Entity required to complete the applicable Deferred Closings are received and (ii) the third (3rd) anniversary of the date of this Agreement. (diii) At each Deferred Closing, if any, (iA) CAC and Growth Partners Purchaser shall deliver to Parent (on behalf of the relevant Seller any of Seller) the documents or other deliverables required to be delivered pursuant to Section 10.2 2.2(b)(ii), as applicable, to the extent related to the Deferred Asset Transferred Entity and not previously delivered to Parent (on behalf of the relevant Seller) at the Closing and (B) Parent shall, and shall cause the relevant Seller at the Closingto, and (ii) the relevant Seller shall deliver to CAC and Growth Partners any of Purchaser the documents or other deliverables required to be delivered pursuant to Section 10.32.2(b)(i), as applicable, to the extent related to the Deferred Asset Transferred Entity and not previously delivered to CAC and/or Growth Partners Purchaser at the Closing, provided that in the case of any Deferred Closing occurring more than thirty (30) days after the Closing Date, the relevant Seller shall deliver the certificate described in Section 10.3(f)(v) at such Deferred Closing (even if such Seller previously delivered such a certificate at the Closing). (eiv) In respect of each Deferred AssetTransferred Entity, the respective Seller Purchaser and Growth Partners Parent shall, and Parent shall cause its applicable Subsidiaries to, continue to comply through the applicable Deferred Closing Date (or Date, solely with respect to such Deferred Closing Outside Date) Transferred Entity, with all covenants and agreements contained in this Agreement that are required by their terms to be performed prior to the Closing, including the covenants of Parent contained in Section 5.4(a) and the covenants of the Parties contained in Article IXSection 5.3. Section 5.14 shall not apply with respect to Parent and its Affiliates’ continued operation of such Deferred Transferred Entity until the Deferred Closing Date. (f) For the avoidance of doubt, a Deferred Closing may apply to a Bifurcated Closing. (gv) Unless otherwise required by applicable Lawthe context clearly requires otherwise, for U.S. federal all references in this Agreement to (i) the “Closing” shall, with respect to any Deferred Transferred Entity, be deemed to refer to the “Deferred Closing” and applicable state income tax purposes(ii) the “Share Sale Effective Time” or the “Contribution Effective Time,” as applicable, shall, with respect to any Deferred Transferred Entity, be deemed to refer to the Parties shall treat each “Deferred Asset as having been transferred to Growth Partners on the Closing Date.”

Deferred Closings. (a) IfNotwithstanding anything to the contrary contained in this Agreement, as the sale, assignment, transfer, conveyance, delivery and purchase of the Purchased Assets (the “Deferred Assets”) located in the jurisdictions listed on Schedule 2.08(a) (the “Deferred Closing Countries”), and the assumption of the Assumed Liabilities (the “Deferred Liabilities”) relating to the Business conducted in the Deferred Closing Countries or relating to such Deferred Assets shall not occur on the Closing Date. (b) The sale, (i) there is an applicable Law then in effect or a Governmental Entity shall have issued or entered an Order that is then in effectassignment, either or both of which has the effect of restrainingtransfer, enjoiningconveyance, or making illegal the Purchase Transaction or otherwise prohibiting the consummation delivery and purchase of the purchase by Growth Partners Deferred Assets, and the assumption of a Purchased Asset, (ii) any material Permit or Gaming License that is required to consummate the purchase by Growth Partners of a Purchased Asset or the contribution to Growth Partners of a Contributed Asset shall not have been obtained or (iii) any consent listed on Schedule 10.3(d) shall not have been obtained Deferred Liabilities with respect to a Purchased Asset specified thereinDeferred Closing Country shall take place at a closing on the Distribution Country Transition Date (as defined in the Distribution Agreement) for such Deferred Closing Country (each such closing, then the closing of the transactions contemplated hereby (the a “Deferred Closing”) with respect to be held at the offices of Shearman & Sterling LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 a.m. New York time on such Purchased Asset date, or at such other place or on such other date or at such other time, as BSC and the Purchaser may mutually agree upon in writing (eacheach day on which a Deferred Closing takes place, a “Deferred Asset”) shall be deferred until (but shall occur on) the third (3rd) Business Day (being a “Deferred Closing Date”) following ); provided that if the satisfaction or waiver (other than those conditions that by their nature can only be satisfied or waived at the Closing, but subject Distribution Country Transition Date for any Deferred Closing Country is not scheduled to occur prior to the satisfaction or waiver of those conditions) termination of the conditions described in Section 10.4 with respect to such Deferred Asset. (b) Until Distribution Agreement, the Deferred Closing Outside for each such Deferred Closing Country shall occur on the End Date (as defined below), the respective Seller and Growth Partners shall, to the extent consistent with any applicable legal or fiduciary obligation under applicable Law (including, for the avoidance of doubt, any Gaming Laws and Gaming Licenses), take all actions as are necessary such that Growth Partners will, in compliance with applicable Law, obtain the benefits and assume the obligations and bear the economic burdens associated with owning and operating a Deferred Asset for the period between the Closing and the Deferred Closing with respect to such Deferred Asset, subject, in each case, to the actual occurrence, if at all, of the Deferred Closing with respect to such Deferred Asset. Notwithstanding the foregoing, during the period beginning on the Closing Date and ending on the earlier of the Deferred Closing Date and the Deferred Closing Outside Date, except as Growth Partners may consent in writing, the respective Seller shall conduct the operations of the Deferred Asset in the ordinary course consistent with past practice; provided that the respective Seller shall not, and shall not permit the Deferred Asset to: (i) except in the ordinary course of business, incur or assume any liabilities, obligations or indebtedness for borrowed money; (ii) make or pay any dividend or distribution, whether of cash or other assets on a non pro rata basis (such dividends or distributions to be paid to Growth Partners upon the applicable Deferred Closing DateDistribution Agreement); or (iii) sell, lease, license or otherwise dispose of any asset of the Deferred Asset to any Person except for sales of inventory or product in the ordinary course of business. (c) At each Deferred Closing, if anythe parties hereto shall, Growth Partners and the shall cause their respective Seller shall Affiliates to, execute and deliver joint written instructions to the Settlement Agent instructing the Settlement Agent to release from the Escrow Account to the Settlement Agent, on behalf of and in its capacity as agent for the respective Seller, by wire transfer to an account or accounts designated by the respective Seller (or by such designee), the portion of the Holdback Amount attributed to such Deferred Asset (as set forth in Annex B hereto). As promptly as practicable following the first (1st) anniversary of the date of this Agreement (as may be extended pursuant to the following proviso, the “Deferred Closing Outside Date”), Growth Partners and CEC shall execute and deliver joint written instructions to the Settlement Agent instructing the Settlement Agent to release any remaining Holdback Amount then held in the Escrow Account (or right or claim thereto) to Growth Partners, and the Purchase Price shall be adjusted downward to reflect any such relinquishment to Growth Partners (and the respective Seller shall have no further obligation to transfer any remaining Deferred Assets to Growth Partners); provided, however, that, as long as the respective Sellers are using their reasonable efforts to secure all requisite approvals, such Deferred Closing Outside Date shall be extended to the earlier of (i) the third (3rd) Business Day after the date on which all approvals from a Governmental Entity required to complete the applicable Deferred Closings are received and (ii) the third (3rd) anniversary of the date of this Agreement. (d) At each Deferred Closing, if any, (i) CAC and Growth Partners shall deliver to the relevant Seller any of the documents or other deliverables required to be delivered pursuant to Section 10.2 to the extent related to the Deferred Asset and not previously delivered to the relevant Seller at the Closing, and (ii) the relevant Seller shall deliver to CAC and Growth Partners any of the documents or other deliverables required to be delivered pursuant to Section 10.3, to the extent related to the Deferred Asset and not previously delivered to CAC and/or Growth Partners at the Closing, provided that OUS Transfer Agreement in the case of any Deferred Closing occurring more than thirty (30) days after the Closing Date, the relevant Seller shall deliver the certificate described in Section 10.3(f)(v) at such Deferred Closing (even if such Seller previously delivered such a certificate at the Closing). (e) In respect of each Deferred Asset, the respective Seller and Growth Partners shall continue to comply through the applicable Deferred Closing Date (or Country and such other documents and instruments, as may be reasonably necessary to transfer the Deferred Closing Outside Date) with all covenants Assets and agreements contained Deferred Liabilities in this Agreement that are required by their terms to be performed prior to the Closing, including the covenants of the Parties contained in Article IX. (f) For the avoidance of doubt, a Deferred Closing may apply to a Bifurcated Closing. (g) Unless otherwise required by applicable Law, for U.S. federal and applicable state income tax purposes, the Parties shall treat each Deferred Asset as having been transferred to Growth Partners on the Closing Date.such

Deferred Closings. Title to each Talisman Deferred Parcel or Transferor's Deferred Parcels (a) If, as of the Closing Date, (i) there is an applicable Law then in effect or a Governmental Entity shall have issued or entered an Order that is then in effect, either or both of which has the effect of restraining, enjoining, or making illegal the Purchase Transaction or otherwise prohibiting the consummation of the purchase by Growth Partners of a Purchased Asset, (ii) any material Permit or Gaming License that is required to consummate the purchase by Growth Partners of a Purchased Asset or the contribution to Growth Partners of a Contributed Asset shall not have been obtained or (iii) any consent listed on Schedule 10.3(d) shall not have been obtained with respect to a Purchased Asset specified therein, then the closing of the transactions contemplated hereby (the “Deferred Closing”) with respect to such Purchased Asset (each, a “Deferred Asset”) shall be deferred until (but shall occur on) the third (3rd) Business Day (a “Deferred Closing Date”) following the satisfaction or waiver (other than those conditions that by their nature can only be satisfied or waived at the Closing, but subject to the satisfaction or waiver of those conditionsTransferor's Reservations) shall, at the option of the conditions described in Section 10.4 with respect Party entitled to receive such Deferred Asset. (b) Until the Deferred Closing Outside Date (as defined below)Parcel, the respective Seller and Growth Partners shall, to the extent consistent with any applicable legal or fiduciary obligation under applicable Law (including, for the avoidance of doubt, any Gaming Laws and Gaming Licenses), take all actions as are necessary such that Growth Partners will, in compliance with applicable Law, obtain the benefits and assume the obligations and bear the economic burdens associated with owning and operating a Deferred Asset for the period between the Closing and the Deferred Closing with respect to such Deferred Asset, subject, in each case, to the actual occurrence, if at all, of the Deferred Closing with respect to such Deferred Asset. Notwithstanding the foregoing, during the period beginning on the Closing Date and ending on the earlier of the Deferred Closing Date and the Deferred Closing Outside Date, except as Growth Partners may consent in writing, the respective Seller shall conduct the operations of the Deferred Asset in the ordinary course consistent with past practice; provided that the respective Seller shall not, and shall not permit the Deferred Asset tobe conveyed: (i) except in within fifteen (15) days after such Party's receipt of the ordinary course applicable Notice of business, incur Completion; or assume any liabilities, obligations or indebtedness for borrowed money; (ii) make at an earlier date designated by such Party, or pay such later date as such Party and the transferring Party shall agree. Title to any dividend or distribution, whether of cash or other assets on Talisman Deferred Parcel which is a non pro rata basis (such dividends or distributions to be paid to Growth Partners upon the applicable Deferred Closing Date); or (iii) sell, lease, license or otherwise dispose of any asset part of the Deferred Asset to any Person except for sales of inventory or product in the ordinary course of business. (c) At each Deferred ClosingTalisman Lower Ranch Real Property shall be conveyed, if any, Growth Partners and the respective Seller shall execute and deliver joint written instructions to the Settlement Agent instructing the Settlement Agent to release from the Escrow Account to the Settlement Agent, on behalf of and in its capacity as agent for the respective Seller, by wire transfer to an account or accounts designated by the respective Seller (or by such designee), the portion of the Holdback Amount attributed to such Deferred Asset (as set forth in Annex B hereto). As promptly as practicable following the first (1st) anniversary of the date of this Agreement (as may be extended pursuant to the following provisoterms and conditions of the Talisman Agreement, to the “District subject to the Talisman Lower Ranch Reservations, and at the Deferred Closing Outside Date”)of any such Talisman Deferred Parcel, Growth Partners and CEC Talisman shall execute an Assignment and deliver joint written instructions Assumption of Reservation in favor of the applicable Transferor or its designee, as identified on EXHIBIT B and such Transferor or its designee and the District shall execute an Amendment Number One to Talisman Lower Ranch Reservation in the form attached hereto as EXHIBIT E-8. Title to the Settlement Agent instructing the Settlement Agent to release any remaining Holdback Amount then held in the Escrow Account (or right or claim thereto) to Growth Partners, and the Purchase Price Talisman Lower Ranch Deferred Parcels shall be adjusted downward conveyed, pursuant to reflect any such relinquishment the terms and conditions of the Talisman Agreement, to Growth Partners (and the respective Seller shall have no further obligation to transfer any remaining Deferred Assets to Growth Partners)District; provided, however, thatif the applicable Transferor or Transferors timely elect to exercise their option, as long as the respective Sellers are using their reasonable efforts to secure all requisite approvals, such Deferred Closing Outside Date shall be extended pursuant to the earlier of (i) the third (3rd) Business Day after the date on which Talisman Lower Ranch Deferred Parcels Option Agreement attached hereto as EXHIBIT P, to include some or all approvals from a Governmental Entity required to complete the applicable Deferred Closings are received and (ii) the third (3rd) anniversary of the date of this Agreement. (d) At each Talisman Lower Ranch Deferred ClosingParcels in such Transferors' or its designees' Talisman Lower Ranch Reservations, if any, (i) CAC and Growth Partners shall deliver to the relevant Seller any of the documents or other deliverables required to be delivered pursuant to Section 10.2 then to the extent related of such election, the Talisman Lower Ranch Deferred Parcels shall be conveyed to the Deferred Asset and not previously delivered District subject to the relevant Seller at Talisman Lower Ranch Reservations. At the ClosingDeferred Closing of any Talisman Lower Ranch Deferred Parcel with respect to which such Transferor has exercised such election, Talisman shall execute an Assignment and Assumption of Reservation in favor of the applicable Transferor or its designee identified on in the Talisman Lower Ranch Deferred Parcels Option Agreement, and (iisuch Transferor or its designee and the District shall execute an amendment to the Talisman Lower Ranch Reservation adding such Talisman Lower Ranch Deferred Parcel(s) to the relevant Seller definition of "Property," as defined in the Talisman Lower Ranch Reservations, and subjecting such Talisman Lower Ranch Deferred Parcel(s) to the terms thereof. The Seventh Day Baptist Lease shall deliver be assigned to CAC TNC pursuant to the terms and Growth Partners any conditions of the documents or other deliverables required to be delivered pursuant to Section 10.3, Talisman Agreement. Prerequisites and procedures applicable by this Agreement to the extent related to the Deferred Asset and not previously delivered to CAC and/or Growth Partners at the ClosingClosing shall, provided that in the case of any Deferred Closing occurring more than thirty (30) days after the Closing Date, the relevant Seller shall deliver the certificate described in Section 10.3(f)(v) at such Deferred Closing (even if such Seller previously delivered such a certificate at the Closing). (e) In respect of each Deferred Asset, the respective Seller and Growth Partners shall continue to comply through the applicable Deferred Closing Date (or Deferred Closing Outside Date) with all covenants and agreements contained unless specifically excepted in this Agreement that are required by their terms Agreement, be deemed to be performed prior to the Closing, including the covenants of the Parties contained in Article IX. (f) For the avoidance of doubt, a Deferred Closing may apply to a Bifurcated every Deferred Closing. (g) Unless otherwise required by applicable Law, for U.S. federal and applicable state income tax purposes, the Parties shall treat each Deferred Asset as having been transferred to Growth Partners on the Closing Date.

Deferred Closings. Following the Initial Closing and for a period of 120 days thereafter, the Company may issue and allot up to 16,340 Shares (the "Additional Shares") to additional new investor(s) approved by the Company's Board of Directors ("Deferred Closing Investor(s)"), in consideration for the payment to the Company by such Deferred Closing Investor(s) of the PPS for each Additional Share purchased thereby and for an aggregate payment to the Company of up to US$ 450,000 (the "Additional Investment Amount"), on the same terms and conditions as set forth herein (the "Deferred Closing(s)", and together with the Initial Closing, a "Closing"). Each Deferred Closing Investor shall be required to execute a joinder to this Agreement and the Company's Shareholders Rights Agreement. Immediately upon receipt from each Deferred Closing Investor of (a) Ifa duly executed joinder to this Agreement and the Company's Shareholders Rights Agreement, as and (b) payment of the Additional Investment Amount for the Additional Shares purchased at the Deferred Closing, the Company will issue and allot the Additional Shares to the Deferred Closing DateInvestor, (i) there is an applicable Law then the name, address and number of Additional Shares issued to each Deferred Closing Investor shall be added to Schedule A attached hereto and the Company shall deliver to the Deferred Closing Investor validly executed share certificates covering the Additional Shares issued in effect or a Governmental Entity shall have issued or entered an Order that is then in effect, either or both the name of which has such Deferred Closing Investor. By execution of this Agreement the effect of restraining, enjoining, or making illegal the Purchase Transaction or otherwise prohibiting Investors hereby acknowledge and consent the consummation of the purchase by Growth Partners of a Purchased Asset, (ii) any material Permit or Gaming License that is required to consummate the purchase by Growth Partners of a Purchased Asset or the contribution to Growth Partners of a Contributed Asset shall not have been obtained or (iii) any consent listed on Schedule 10.3(d) shall not have been obtained with respect to a Purchased Asset specified therein, then the closing of the transactions contemplated hereby (the “Deferred Closing”) with respect to such Purchased Asset (each, a “Deferred Asset”) shall be deferred until (but shall occur on) the third (3rd) Business Day (a “Deferred Closing Date”) following the satisfaction or waiver (other than those conditions that by their nature can only be satisfied or waived at the Closing, but subject to the satisfaction or waiver of those conditions) of the conditions described in Section 10.4 with respect to such Deferred Asset. (b) Until the Deferred Closing Outside Date (as defined below), the respective Seller and Growth Partners shall, to the extent consistent with any applicable legal or fiduciary obligation under applicable Law (including, for the avoidance of doubt, any Gaming Laws and Gaming Licenses), take all actions as are necessary such that Growth Partners will, in compliance with applicable Law, obtain the benefits and assume the obligations and bear the economic burdens associated with owning and operating a Deferred Asset for the period between the Closing and the Deferred Closing with respect to such Deferred Asset, subject, in each case, to the actual occurrence, if at all, of the Deferred Closing with respect to such Deferred Asset. Notwithstanding the foregoing, during the period beginning on the Closing Date and ending on the earlier of the Deferred Closing Date and the Deferred Closing Outside Date, except as Growth Partners may consent in writing, the respective Seller shall conduct the operations of the Deferred Asset in the ordinary course consistent with past practice; provided that the respective Seller shall not, and shall not permit the Deferred Asset to: (i) except in the ordinary course of business, incur or assume any liabilities, obligations or indebtedness for borrowed money; (ii) make or pay any dividend or distribution, whether of cash or other assets on a non pro rata basis (such dividends or distributions to be paid to Growth Partners upon the applicable Deferred Closing Date); or (iii) sell, lease, license or otherwise dispose of any asset of the Deferred Asset to any Person except for sales of inventory or product in the ordinary course of business. (c) At each Deferred Closing, if any, Growth Partners and the respective Seller shall execute and deliver joint written instructions subject to the Settlement Agent instructing the Settlement Agent to release from the Escrow Account to the Settlement Agent, on behalf of and in its capacity as agent for the respective Seller, by wire transfer to an account or accounts designated by the respective Seller (or by such designee), the portion of the Holdback Amount attributed to such Deferred Asset (terms as set forth above and hereby waive any and all rights of preemption, participation, first offer, and notice thereof, or any other similar right that they may have or had in Annex B hereto). As promptly as practicable following connection with the first (1st) anniversary issuance of the date of this Agreement (as may be extended pursuant to Additional Shares under the following proviso, the “Deferred Closing Outside Date”), Growth Partners and CEC shall execute and deliver joint written instructions to the Settlement Agent instructing the Settlement Agent to release any remaining Holdback Amount then held in the Escrow Account (or right or claim thereto) to Growth Partners, and the Purchase Price shall be adjusted downward to reflect any such relinquishment to Growth Partners (and the respective Seller shall have no further obligation to transfer any remaining Deferred Assets to Growth Partners); provided, however, that, as long as the respective Sellers are using their reasonable efforts to secure all requisite approvals, such Deferred Closing Outside Date shall be extended to the earlier of (i) the third (3rd) Business Day after the date on which all approvals from a Governmental Entity required to complete the applicable Deferred Closings are received and (ii) the third (3rd) anniversary of the date of this AgreementCompany's governing documents. (d) At each Deferred Closing, if any, (i) CAC and Growth Partners shall deliver to the relevant Seller any of the documents or other deliverables required to be delivered pursuant to Section 10.2 to the extent related to the Deferred Asset and not previously delivered to the relevant Seller at the Closing, and (ii) the relevant Seller shall deliver to CAC and Growth Partners any of the documents or other deliverables required to be delivered pursuant to Section 10.3, to the extent related to the Deferred Asset and not previously delivered to CAC and/or Growth Partners at the Closing, provided that in the case of any Deferred Closing occurring more than thirty (30) days after the Closing Date, the relevant Seller shall deliver the certificate described in Section 10.3(f)(v) at such Deferred Closing (even if such Seller previously delivered such a certificate at the Closing). (e) In respect of each Deferred Asset, the respective Seller and Growth Partners shall continue to comply through the applicable Deferred Closing Date (or Deferred Closing Outside Date) with all covenants and agreements contained in this Agreement that are required by their terms to be performed prior to the Closing, including the covenants of the Parties contained in Article IX. (f) For the avoidance of doubt, a Deferred Closing may apply to a Bifurcated Closing. (g) Unless otherwise required by applicable Law, for U.S. federal and applicable state income tax purposes, the Parties shall treat each Deferred Asset as having been transferred to Growth Partners on the Closing Date.

Deferred Closings. If pursuant to Section 6.20(c) or Article XII, the closing date is deferred with respect to an CIR III Property, then such CIR III Property shall be deemed a “Deferred Property” and collectively with all other deferred CIR III Properties the “Deferred Properties.” This Agreement shall be deemed amended, without any further action on any parties’ part, as follows with respect to the Deferred Properties: (a) IfPrior to the Closing, as of the Closing Date, (i) there is an applicable Law then in effect or a Governmental Entity shall have issued or entered an Order that is then in effect, either or both of which has the effect of restraining, enjoining, or making illegal the Purchase Transaction or otherwise prohibiting the consummation of the purchase by Growth Partners of a Purchased Asset, (ii) any material Permit or Gaming License that is required to consummate the purchase by Growth Partners of a Purchased Asset CIR III or the contribution applicable Subsidiary shall cause the Deferred Property to Growth Partners of a Contributed Asset shall not have been obtained or (iii) any consent listed on Schedule 10.3(d) shall not have been obtained with respect be transferred to a Purchased Asset specified therein, then the closing of the transactions contemplated hereby newly formed Delaware limited liability company (the “Deferred ClosingProperty Owner”) with respect which is, or will be prior to such Purchased Asset (each, a “Deferred Asset”) shall be deferred until (but shall occur on) the third (3rd) Business Day (a “Deferred Closing Date”) following the satisfaction or waiver (other than those conditions that by their nature can only be satisfied or waived at the Closing, but subject wholly owned by the Sellers, pursuant to transfer documents in form and substance reasonably acceptable to the satisfaction or waiver Buyer (such transfer may be effectuated by CIR III forming the Deferred Property Owner as a Subsidiary of those conditions) CIR III, conveying the Deferred Property to the Deferred Property Owner and distributing the ownership interests in the Deferred Property Owner to the Sellers prior to Closing). The Organizational Documents of the conditions described in Section 10.4 with respect Deferred Property Owner shall also be reasonably acceptable to such Buyer. The Deferred AssetProperty Owner may elect to be classified as an association taxable as a corporation or a REIT for federal income tax purposes. (b) Until Following the Deferred Closing Outside Date (as defined below)Closing, the respective Seller and Growth Partners shall, Allocated Deposit for each Deferred Property shall be held by the Escrow Agent under the Indemnification Escrow Agreement subject to the extent consistent with any applicable legal or fiduciary obligation under applicable Law terms of this Agreement. The “Allocated Deposit” shall for each Deferred Property be the amount equal to the Deposit multiplied by the fraction of (including, for x) the avoidance Allocated Asset Value of doubt, any Gaming Laws and Gaming Licenses), take all actions as are necessary such that Growth Partners will, in compliance with applicable Law, obtain the benefits and assume the obligations and bear the economic burdens associated with owning and operating a Deferred Asset for the period between the Closing and the Deferred Closing with respect to such Deferred Asset, subject, in each case, to Property over (y) the actual occurrence, if at all, of the Deferred Closing with respect to such Deferred Asset. Notwithstanding the foregoing, during the period beginning on the Closing Date and ending on the earlier of the Deferred Closing Date and the Deferred Closing Outside Date, except as Growth Partners may consent in writing, the respective Seller shall conduct the operations of the Deferred Asset in the ordinary course consistent with past practice; provided that the respective Seller shall not, and shall not permit the Deferred Asset to: (i) except in the ordinary course of business, incur or assume any liabilities, obligations or indebtedness for borrowed money; (ii) make or pay any dividend or distribution, whether of cash or other assets on a non pro rata basis (such dividends or distributions to be paid to Growth Partners upon the applicable Deferred Closing Date); or (iii) sell, lease, license or otherwise dispose of any asset of the Deferred Asset to any Person except for sales of inventory or product in the ordinary course of businessInitial Purchase Price. (c) At each the Closing, Escrow Agent shall retain a portion of the Closing Cash Consideration equal to the Allocated Asset Value of the Deferred Property to be held under the Indemnification Escrow Agreement and applied towards the purchase of the applicable Deferred Property at the Deferred Closing, if anyless the Allocated Deposit, Growth Partners and the respective Seller shall execute and deliver joint written instructions subject to the Settlement Agent instructing the Settlement Agent to release from the Escrow Account to the Settlement Agent, on behalf of and in its capacity as agent for the respective Seller, by wire transfer to an account or accounts designated by the respective Seller (or by such designee), the portion of the Holdback Amount attributed to such Deferred Asset (as set forth in Annex B hereto). As promptly as practicable following the first (1st) anniversary of the date terms of this Agreement (as may be extended pursuant to the following proviso, the “Escrowed Deferred Closing Outside DateConsideration”), Growth Partners and CEC shall execute and deliver joint written instructions to the Settlement Agent instructing the Settlement Agent to release any remaining Holdback Amount then held in the Escrow Account (or right or claim thereto) to Growth Partners, and the Purchase Price shall be adjusted downward to reflect any such relinquishment to Growth Partners (and the respective Seller shall have no further obligation to transfer any remaining Deferred Assets to Growth Partners); provided, however, that, as long as the respective Sellers are using their reasonable efforts to secure all requisite approvals, such Deferred Closing Outside Date shall be extended to the earlier of (i) the third (3rd) Business Day after the date on which all approvals from a Governmental Entity required to complete the applicable Deferred Closings are received and (ii) the third (3rd) anniversary of the date of this Agreement. (d) At each Deferred Closing, if any, (i) CAC and Growth Partners shall deliver to the relevant Seller any of the documents or other deliverables required to be delivered pursuant Subject to Section 10.2 6.20(c) and Article XII, Seller and Buyer shall set a new closing date with respect to the extent related to the Deferred Asset and not previously delivered to the relevant Seller at the Closing, and (ii) the relevant Seller shall deliver to CAC and Growth Partners any of the documents or other deliverables required to be delivered pursuant to Section 10.3, to the extent related to the Deferred Asset and not previously delivered to CAC and/or Growth Partners at the Closing, provided that in the case of any Deferred Closing occurring more than thirty Property (30) days after the “Deferred Closing Date, the relevant Seller shall deliver the certificate described in Section 10.3(f)(v) at such Deferred Closing (even if such Seller previously delivered such a certificate at the Closing”). (e) In respect of each Each such Deferred Asset, the respective Seller and Growth Partners Property shall continue to comply through be subject to all of the applicable terms and conditions of this Agreement as if it were an CIR III Property, and all obligations and rights of Seller or any Subsidiary and Buyer with respect to the Deferred Property shall continue under this Agreement, mutatis, mutandis, except that (i) the Closing Cash Consideration for such Deferred Property shall be the Allocated Asset Value of such Deferred Property as adjusted by the amount of Prorated Items as of the Deferred Closing Date allocable to the Seller or as otherwise adjusted pursuant to the terms of this Agreement (or the “Deferred Closing Outside Cash Consideration”), (ii) the Closing Date shall be the Deferred Closing Date, (iii) with all covenants the liquidated damages pursuant to Section 10.2(b) shall be the Allocated Deposit and agreements contained in this Agreement that are required by their terms (iv) references to the CIR III Shares shall be deemed to be performed prior references to the Closing, including the covenants membership interests of the Parties contained Sellers in Article IXthe Deferred Property Owner. (f) For the avoidance of doubt, a Deferred Closing may apply to a Bifurcated Closing. (g) Unless otherwise required by applicable Law, for U.S. federal and applicable state income tax purposes, the Parties shall treat each Deferred Asset as having been transferred to Growth Partners on the Closing Date.

Deferred Closings. (a) If, If as of the Closing Date, (i) there is an applicable Law then in effect or a Governmental Entity shall have been issued or entered an any Governmental Order that is then in effect, either or both of which effect and that has the effect of restraining, enjoining, or making the transactions contemplated by this Agreement illegal the Purchase Transaction or otherwise prohibiting their consummation in any country other than the consummation United States, the United Kingdom, the Republic of Ireland or the purchase by Growth Partners Federal Republic of Germany (a Purchased Asset“Deferred Closing Jurisdiction”), (ii) there shall be any material Permit or Gaming License Law that is required to consummate then in effect that has the purchase effect of making the transactions contemplated by Growth Partners of a Purchased Asset this Agreement illegal or the contribution to Growth Partners of a Contributed Asset shall not have been obtained otherwise prohibiting their consummation in any Deferred Closing Jurisdiction, or (iii) any consent listed on Schedule 10.3(dGovernmental Approvals in respect of a Deferred Closing Jurisdiction required either (x) to allow the Purchaser or its Affiliates or Deutsche Bank and its Affiliates to enter into, deliver or perform their obligations under the Servicing Agreement or the Transition Support Agreement (including, in respect of Luxembourg, the non-objection by the applicable regulator in Luxembourg to the transactions contemplated by such agreements) or (y) for the Purchaser or a Purchasing Subsidiary to consummate the purchase of the Shares of any DB Entity incorporated or organized in a Deferred Closing Jurisdiction (the “Deferred Closing Governmental Approvals”) shall not have been obtained with respect to a Purchased Asset specified thereinobtained, then the closing of the transactions contemplated hereby (the a “Deferred Closing”) with respect to the Business in such Purchased Asset Deferred Closing Jurisdiction (each, each a “Deferred AssetBusiness”) shall be deferred until (but shall occur on) the third (3rd) second Business Day following the satisfaction or waiver of the conditions set forth in Section 2.12(c) and Section 2.12(d) (a “Deferred Closing Date”) following the satisfaction or waiver (other than those conditions that by their nature can only be satisfied or waived at the Closing, but subject to the satisfaction or waiver of those conditions) of the conditions described in Section 10.4 with respect to such Deferred Asset). (b) Until The amount of the Closing Date Cash Payment shall be reduced for each Deferred Business by the product of (i) the Revenue Multiple times the aggregate annualized revenue of such Deferred Business during the Closing Measurement Period (the “Deferred Closing Amount”) and (ii) the Fixed Exchange Rate; provided, however, that if the Purchaser makes a Stock Election and a portion of the Closing Date Cash Payment is paid in Purchaser Common Stock, Deutsche Bank may elect to reduce the Share Number or the Alternate Share Number, as the case may be, to reflect the Deferred Closing Outside Date Amount rather than reducing the Cash Amount. The Deferred Closing Amount shall (as defined below)i) be calculated in a manner consistent with the calculation of all amounts in Section 2.10, (ii) be jointly determined by Deutsche Bank and the respective Purchaser and in a manner consistent with the revenue information by jurisdiction embodied in Section 3.21(a) of the Seller Disclosure Schedule and Growth Partners shall, to the extent (iii) be consistent with any applicable legal or fiduciary allocation of the Purchase Price pursuant to Section 2.04. (c) The obligation under applicable Law (including, for the avoidance of doubt, Deutsche Bank to consummate any Gaming Laws and Gaming Licenses), take all actions as are necessary such that Growth Partners will, in compliance with applicable Law, obtain the benefits and assume the obligations and bear the economic burdens associated with owning and operating a Deferred Asset for the period between the Closing and the Deferred Closing with respect to such Deferred Asset, subject, in each case, shall be subject to the actual occurrencefulfillment, if at all, of the Deferred Closing with respect or prior to such Deferred Asset. Notwithstanding the foregoing, during the period beginning on the Closing Date and ending on the earlier of the Deferred Closing Date and the Deferred Closing Outside Date, except as Growth Partners may consent in writing, the respective Seller shall conduct the operations of the Deferred Asset in the ordinary course consistent with past practice; provided that the respective Seller shall not, and shall not permit the Deferred Asset to: (i) except in the ordinary course of business, incur or assume any liabilities, obligations or indebtedness for borrowed money; (ii) make or pay any dividend or distribution, whether of cash or other assets on a non pro rata basis (such dividends or distributions to be paid to Growth Partners upon the applicable Deferred Closing Date); or (iii) sell, lease, license or otherwise dispose of any asset each of the Deferred Asset to any Person except for sales of inventory or product in the ordinary course of business.following conditions: (c) At each Deferred Closing, if any, Growth Partners and the respective Seller shall execute and deliver joint written instructions to the Settlement Agent instructing the Settlement Agent to release from the Escrow Account to the Settlement Agent, on behalf of and in its capacity as agent for the respective Seller, by wire transfer to an account or accounts designated by the respective Seller (or by such designee), the portion of the Holdback Amount attributed to such Deferred Asset (as set forth in Annex B hereto). As promptly as practicable following the first (1st) anniversary of the date of this Agreement (as may be extended pursuant to the following proviso, the “Deferred Closing Outside Date”), Growth Partners and CEC shall execute and deliver joint written instructions to the Settlement Agent instructing the Settlement Agent to release any remaining Holdback Amount then held in the Escrow Account (or right or claim thereto) to Growth Partners, and the Purchase Price shall be adjusted downward to reflect any such relinquishment to Growth Partners (and the respective Seller shall have no further obligation to transfer any remaining Deferred Assets to Growth Partners); provided, however, that, as long as the respective Sellers are using their reasonable efforts to secure all requisite approvals, such Deferred Closing Outside Date shall be extended to the earlier of (i) the third (3rd) covenants and agreements contained in this Agreement to be complied with by the Purchaser on or before the Deferred Closing solely as they relate to the Deferred Business Day after shall have been complied with in all material respects and Deutsche Bank shall have received a certificate from the date on which all approvals from Purchaser certifying to such matters and signed by a Governmental Entity required to complete the applicable Deferred Closings are received and duly authorized officer thereof; (ii) the third (3rd) anniversary All Deferred Closing Governmental Approvals in respect of the date Deferred Business or Deferred Closing Jurisdiction shall have been obtained and shall remain in effect; and (iii) There shall not (A) have been issued or entered any Governmental Order that is then in effect and that has the effect of making the transactions contemplated by this AgreementAgreement illegal or otherwise prohibiting their consummation in such Deferred Closing Jurisdiction or (B) be any Law that is then in effect that has the effect of making the transactions contemplated by this Agreement illegal or otherwise prohibiting their consummation in such Deferred Closing Jurisdiction. (d) The obligations of the Purchaser to consummate any Deferred Closing shall be subject to the fulfillment, at or prior to the applicable Deferred Closing Date, of each of the following conditions: (i) The covenants and agreements contained in this Agreement to be complied with by Deutsche Bank on or before the Deferred Closing solely as they relate to the Deferred Business shall have been complied with in all material respects and the Purchaser shall have received a certificate from Deutsche Bank certifying to such matters and signed by two duly authorized officers thereof; (ii) All Deferred Closing Governmental Approvals in respect of the Deferred Business or Deferred Closing Jurisdiction shall have been obtained and shall remain in effect; (iii) There shall not (A) have been issued or entered any Governmental Order that is then in effect and that has the effect of making the transactions contemplated by this Agreement illegal or otherwise prohibiting their consummation in such Deferred Closing Jurisdiction or (B) be any Law that is then in effect that has the effect of making the transactions contemplated by this Agreement illegal or otherwise prohibiting their consummation in such Deferred Closing Jurisdiction; and (iv) Solely with respect to Italy, if Italy is a Deferred Closing Jurisdiction, (x) neither Deutsche Bank nor any of its Affiliates shall be subject to any Regulatory Action in Italy that would reasonably be expected to materially adversely affect the conduct of the Deferred Business after the Deferred Closing Date in the manner contemplated by this Agreement and the Ancillary Agreements (including Deutsche Bank’s and the Sellers’ provision of services to the Purchaser and its Affiliates under the Transition Support Agreement) or that would cause any material adverse financial or operating consequences to the Purchaser or its Affiliates, and (y) no provision of any Regulatory Action in Italy shall be, or would be reasonably expected to be, binding on or become applicable to the Purchaser or any of its Affiliates on or after the Deferred Closing Date or otherwise have any continuing material adverse impact on the Business after the Deferred Closing. (e) At each Deferred Closing, if any, (i) CAC the Purchaser shall pay, or shall cause the Purchasing Subsidiaries to pay, to Deutsche Bank or, at the election of Deutsche Bank, the relevant Seller by wire transfer of immediately available funds to the Purchase Price Bank Account an amount in Euros equal to the Deferred Closing Amount with respect to the applicable Deferred Business and Growth Partners shall deliver deliver, or cause the Purchasing Subsidiaries to deliver, to Deutsche Bank or the relevant Seller any of the documents or other deliverables required to be delivered pursuant to Section 10.2 2.07 to the extent related to the Deferred Asset Business and not previously delivered to Deutsche Bank or the relevant Seller at the Closing, Closing and (ii) Deutsche Bank shall deliver, or cause to be delivered, to the Purchaser or the relevant Seller shall deliver to CAC and Growth Partners Purchasing Subsidiary any of the documents or other deliverables required to be delivered pursuant to Section 10.3, 2.06 to the extent related to the Deferred Asset Business and not previously delivered to CAC and/or Growth Partners the Purchaser or the relevant Purchasing Subsidiary at the Closing, provided that in . (f) In the case event of any Deferred Closing occurring more than thirty (30) days after the Closing DateClosing, the relevant Seller no adjustment shall deliver the certificate described be made in respect of any amounts paid pursuant to Section 10.3(f)(v) at such Deferred Closing (even if such Seller previously delivered such a certificate at the Closing)2.08. (eg) In respect of each Deferred AssetBusiness, Deutsche Bank and the respective Seller and Growth Partners Purchaser shall continue to comply comply, through the applicable Deferred Closing Date (or Deferred Closing Outside Date) , with all covenants and agreements contained in this Agreement that are required by their terms to be performed prior to the ClosingClosing (including, including without limitation, the covenants of the Parties Deutsche Bank contained in Article IXSection 5.01 and the covenants of Purchaser contained in Section 5.04). (fh) Unless the context otherwise clearly requires, references in this Agreement (excluding references in Section 2.10) to “Closing” or “Closing Date” shall, with respect to any Deferred Business, be deemed to refer to the applicable Deferred Closing or Deferred Closing Date, respectively. For the avoidance of doubt, (i) the Purchaser and the Purchasing Subsidiaries shall not purchase any Purchased Assets or assume any Liabilities, and shall have no obligations of indemnity, in respect of any Deferred Business unless and until such time as a Deferred Closing may apply in respect of such Deferred Business shall have occurred, and then only to a Bifurcated Closing. the extent contemplated hereby, and (gii) Unless otherwise required by Deutsche Bank and the Sellers shall be entitled to all of the economic benefits, and shall bear all of the economic burdens, in respect of such Deferred Business prior to the applicable Law, for U.S. federal and applicable state income tax purposes, the Parties shall treat each Deferred Asset as having been transferred to Growth Partners on the Closing Date.

Deferred Closings. (a) IfNotwithstanding anything to the contrary contained in this Agreement, as to the extent agreed by LivaNova and Purchaser, the conveyance, assignment, transfer, delivery and acceptance of the Transferred Assets (the “Deferred Assets”) located in certain jurisdictions as may be agreed upon by LivaNova and Purchaser prior to the Initial Closing (the “Deferred Closing Countries”), and the assumption of the Assumed Liabilities (the “Deferred Liabilities”) relating to the Business conducted in the Deferred Closing Countries or relating to such Deferred Assets shall not occur on the Initial Closing Date. (b) The conveyance, (i) there is an applicable Law then in effect or a Governmental Entity shall have issued or entered an Order that is then in effectassignment, either or both of which has the effect of restrainingtransfer, enjoining, or making illegal the Purchase Transaction or otherwise prohibiting the consummation delivery and acceptance of the purchase by Growth Partners Deferred Assets, and the assumption of a Purchased Asset, (ii) any material Permit or Gaming License that is required to consummate the purchase by Growth Partners of a Purchased Asset or the contribution to Growth Partners of a Contributed Asset shall not have been obtained or (iii) any consent listed on Schedule 10.3(d) shall not have been obtained Deferred Liabilities with respect to a Purchased Asset specified thereinDeferred Closing Country shall if reasonably practicable take place at the Initial Closing or otherwise as promptly as reasonably practicable thereafter but in any event on a date not more than six (6) months after the Initial Closing Date, then the closing of the transactions contemplated hereby or such other date as LivaNova and Purchaser may mutually agree in writing (the each such closing, a “Deferred Closing”) with respect to be held at such Purchased Asset place as LivaNova and Purchaser may agree in writing (eacheach day on which a Deferred Closing takes place, a “Deferred Asset”) shall be deferred until (but shall occur on) the third (3rd) Business Day (being a “Deferred Closing Date”) following ). From and after the satisfaction or waiver (other than those conditions that by their nature can only be satisfied or waived at the Initial Closing, but subject to and until the satisfaction or waiver of those conditions) of applicable Deferred Closing Date, the conditions described Business conducted in Section 10.4 with respect to such Deferred Asset. (b) Until the Deferred Closing Outside Date (as defined below)Countries shall be held for Purchaser’s benefit and account and shall be managed and operated by the applicable Seller for Purchaser’s benefit and account, the respective Seller with all gains, income, losses, Liabilities, Taxes or other items generated thereby to be for Purchaser’s account and Growth Partners shall, to the extent consistent with any applicable legal or fiduciary obligation under applicable Law (including, for the avoidance of doubt, any Gaming Laws and Gaming Licenses), take all actions as are necessary such that Growth Partners will, in compliance with applicable Law, obtain the benefits and assume the obligations and bear the economic burdens associated with owning and operating a Deferred Asset for the period between the Closing and the Deferred Closing with respect to such Deferred Asset, subjectborne by Purchaser, in each case, to as if the actual occurrence, if at all, transfer of the Deferred Assets and Deferred Liabilities had occurred at the Initial Closing in accordance with respect and subject to the terms of this Agreement. The parties hereto agree to treat Purchaser (or its designee) as the owner of such Deferred Asset. Notwithstanding the foregoing, during the period beginning on the Closing Date and ending on the earlier Assets for all Tax purposes as of the Deferred Initial Closing Date and the Deferred Closing Outside Date, except as Growth Partners may consent in writing, the respective Seller shall conduct the operations of the Deferred Asset in the ordinary course consistent with past practice; provided that the respective Seller shall not, and shall not permit the Deferred Asset to: (i) except in the ordinary course of business, incur or assume any liabilities, obligations or indebtedness for borrowed money; (ii) make or pay any dividend or distribution, whether of cash or other assets on a non pro rata basis (such dividends or distributions to be paid to Growth Partners upon the otherwise required by applicable Deferred Closing Date); or (iii) sell, lease, license or otherwise dispose of any asset of the Deferred Asset to any Person except for sales of inventory or product in the ordinary course of businessLaw. (c) At Subject to Section 5.06, at each Deferred Closing, if anyLivaNova and Purchaser shall, Growth Partners and the shall cause their respective Seller shall subsidiaries to, execute and deliver joint written instructions to the Settlement Agent instructing the Settlement Agent to release from the Escrow Account to the Settlement Agent, on behalf of a Local Transfer Agreement and in its capacity as agent any other conveyance documents required under applicable Laws for the respective Seller, by wire transfer of applicable Transferred Assets and Assumed Liabilities to an account or accounts designated by the respective Seller (or by such designee), the portion of the Holdback Amount attributed to such Deferred Asset (as set forth Purchaser in Annex B hereto). As promptly as practicable following the first (1st) anniversary of the date of this Agreement (as may be extended pursuant to the following proviso, the “Deferred Closing Outside Date”), Growth Partners accordance with Section 1.01 and CEC shall execute and deliver joint written instructions to the Settlement Agent instructing the Settlement Agent to release any remaining Holdback Amount then held in the Escrow Account (or right or claim thereto) to Growth Partners, and the Purchase Price shall be adjusted downward to reflect any such relinquishment to Growth Partners (and the respective Seller shall have no further obligation to transfer any remaining Deferred Assets to Growth Partners); provided, however, that, as long as the respective Sellers are using their reasonable efforts to secure all requisite approvals, such Deferred Closing Outside Date shall be extended to the earlier of (i) the third (3rd) Business Day after the date on which all approvals from a Governmental Entity required to complete the applicable Deferred Closings are received and (ii) the third (3rd) anniversary of the date of this AgreementSection 1.04. (d) At each Deferred Closing, if any, (i) CAC and Growth Partners shall deliver to the relevant Seller any of the documents or other deliverables required to be delivered pursuant to Section 10.2 to the extent related to the Deferred Asset and not previously delivered to the relevant Seller at the Closing, and (ii) the relevant Seller shall deliver to CAC and Growth Partners any of the documents or other deliverables required to be delivered pursuant to Section 10.3, to the extent related to the Deferred Asset and not previously delivered to CAC and/or Growth Partners at the Closing, provided that in the case of any Deferred Closing occurring more than thirty (30) days after the Closing Date, the relevant Seller shall deliver the certificate described in Section 10.3(f)(v) at such Deferred Closing (even if such Seller previously delivered such a certificate at the Closing). (e) In respect of each Deferred Asset, the respective Seller and Growth Partners shall continue to comply through the applicable Deferred Closing Date (or Deferred Closing Outside Date) with all covenants and agreements contained in this Agreement that are required by their terms to be performed prior to the Closing, including the covenants of the Parties contained in Article IX. (f) For the avoidance of doubt, there shall be no conditions required to be satisfied or waived prior to a Deferred Closing may apply in order to consummate the transactions contemplated by this Section 2.05 with respect to a Bifurcated ClosingDeferred Closing Country. (ge) Unless the context otherwise clearly requires, references in this Agreement to the “Closing” or “Closing Date” shall, with respect to any Deferred Asset or Deferred Liability, be deemed to refer to the applicable Deferred Closing or Deferred Closing Date, respectively. (f) The parties acknowledge that the portion of the Purchase Price allocable to any Deferred Closing Country, as agreed to by the parties (each a “Deferred Closing Country Amount”), shall have been paid on the Initial Closing Date. In the event that a local payment of some or all of the relevant Deferred Closing Country Amount is required in a particular jurisdiction, on the Deferred Closing Date for a Deferred Closing Country, Purchaser shall cause the applicable designee of Purchaser to pay an amount equal to the required local payment to the applicable Seller on the Deferred Closing Date by wire transfer of immediately available funds to the applicable Seller’s local bank account to be designated by LivaNova in a written notice delivered to Purchaser at least five (5) Business Days before such Deferred Closing. Within ten (10) Business Days following the Deferred Closing Date, LivaNova shall, or shall cause the applicable subsidiary to, reimburse to Purchaser an amount equal to the relevant required local payment in U.S. dollars, by wire transfer of immediately available funds to the bank account to be designated by Purchaser in a written notice delivered to LivaNova at least five (5) Business Days before such Deferred Closing. For all Tax purposes, Purchaser and Sellers agree to treat any payments made under this Section 2.05 as an adjustment to the Purchase Price unless otherwise required by applicable Law, for U.S. federal and applicable state income tax purposes, the Parties shall treat each Deferred Asset as having been transferred to Growth Partners on the Closing Date.

Deferred Closings. (a) IfNotwithstanding anything herein to the contrary, as of the Closing Date, if (i) there is an applicable Law then in effect or a Governmental Entity shall have issued or entered an Order that is then in effect, either or both of which has the effect of restraining, enjoining, or making illegal the Purchase Transaction or otherwise prohibiting the consummation all of the purchase by Growth Partners conditions of a Purchased Asset, (ii) any material Permit or Gaming License that is required Article VI to consummate the purchase by Growth Partners of a Purchased Asset or extent relating to the contribution to Growth Partners of a Contributed Asset shall not Principal Jurisdictions have been obtained satisfied or (iii) any consent listed on Schedule 10.3(d) shall not have been obtained with respect to a Purchased Asset specified therein, then the closing of the transactions contemplated hereby (the “Deferred Closing”) with respect to such Purchased Asset (each, a “Deferred Asset”) shall be deferred until (but shall occur on) the third (3rd) Business Day (a “Deferred Closing Date”) following the satisfaction or waiver waived (other than those conditions that by their nature can only terms are to be satisfied at the Principal Closing) and (ii) any (x) consent, approval or employee information and/or consulting obligations from or with any employee consultation body or other similar body or (y) other filing, consent, approval or action of any Governmental Authority or third party, in each case, set forth on Section 2.5(a) of the Disclosure Schedules (each such consent, approval, obligation, filing or action, an “Ancillary Jurisdiction Approval”), shall not have been obtained or completed by the time such conditions are satisfied or waived (other than those conditions that by their terms are to be satisfied at the Principal Closing), then the transfer of the Transferred Parent Equity Interests, Transferred Assets and the Transferred Employees and the assumption of the Assumed Liabilities in the jurisdiction in which such Ancillary Jurisdiction Approval has not been obtained or completed (each, a “Deferred Jurisdiction”) (such Transferred Parent Equity Interests, Transferred Assets, Transferred Employees and Assumed Liabilities, collectively, a “Deferred Business”) will not occur on the Principal Closing Date, but subject shall instead occur as set forth in this Section 2.5 and the Disapplied Provisions shall apply to the satisfaction or waiver of those conditions) Deferred Business as of the conditions described in Section 10.4 with applicable Deferred Closing Date and not as of the Principal Closing Date. In respect of the Disapplied Provisions, (A) the term “Business” shall be deemed to exclude such Deferred AssetBusiness, (B) the term “Transferred Equity Interests” shall be deemed to exclude the Transferred Equity Interests in such Deferred Jurisdiction, (C) the term “Transferred Parent Equity Interests” shall be deemed to exclude the Transferred Parent Equity Interests in such Deferred Jurisdiction, (D) the term “Transferred Assets” shall be deemed to exclude the Transferred Assets in such Deferred Jurisdiction, (E) the term “Assumed Liabilities” shall be deemed to exclude the Assumed Liabilities in such Deferred Jurisdiction and (F) the term “Transferred Employees” shall be deemed to exclude the Transferred Employees in such Deferred Jurisdiction, in each case, as of the Principal Closing (and, for the avoidance of doubt, such terms shall be deemed to include the Deferred Business and the Transferred Equity Interests, Transferred Parent Equity Interests, Transferred Assets, Assumed Liabilities and Transferred Employees in such Deferred Jurisdictions on and following the applicable Deferred Closing Date). (b) Until The closing of each transfer of a Deferred Business (a “Deferred Transfer”) will be effected on the first (1st) day of the month immediately following the date on which (i) the relevant Ancillary Jurisdiction Approval has been obtained or completed (each such closing, a “Deferred Closing”) and (ii) the other conditions to the obligations of the Purchaser and the Seller under Section 6.4 to the extent relating to the applicable Deferred Jurisdiction have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the applicable Deferred Closing); provided that, if such day is not a Business Day in the applicable Deferred Jurisdiction, then such Deferred Transfer shall take place on the first (1st) Business Day thereafter, though in accordance with Section 2.2, the Deferred Transfer shall be deemed effective as of 12:01 a.m., local time in such Deferred Jurisdiction, on the first (1st) day of the month. The parties shall use reasonable best efforts to ensure that any Deferred Transfer occurs as soon as reasonably practicable after the Principal Closing Date (the date on which the Deferred Transfer occurs, the “Deferred Closing Date”) in accordance with this Section 2.5. For the avoidance of doubt, the Principal Closing Date shall not be delayed as a result of any Deferred Transfer and there shall be no change in the amount paid at the Principal Closing pursuant to Section 1.5 as a result of any Deferred Transfer. Notwithstanding that legal title to the Deferred Businesses will not be transferred to the Purchaser on the Principal Closing Date, all provisions of this Agreement (including the calculation of Closing Working Capital, Closing Cash, Transferring Indebtedness and Transaction Expenses) shall apply to the parties as though such transfer occurred at the Principal Closing, except to the extent otherwise expressly provided in this Section 2.5. Neither the Seller nor any of its Affiliates makes any representation or warranty of any kind whatsoever, whether express or implied, at Law or in equity, with respect to the Deferred Businesses, other than as set forth in Article III of this Agreement and the certificates delivered pursuant to Section 2.3(c) and Section 6.2(c) and, except with respect to the certificates delivered pursuant to Section 2.3(c), then only as of the date of this Agreement and as of the Principal Closing Date, in accordance with the terms of this Agreement. (c) During the period from the Principal Closing Date through (and including) the Deferred Closing Outside Date (as defined belowthe “Interim Period”), each Deferred Business will be held for the respective Purchaser’s (or its designated Affiliate’s) benefit and account and will be managed and operated by a member of the Seller Group for the Purchaser’s (or its designated Affiliate’s) benefit and Growth Partners shallaccount, to the extent consistent with any applicable legal or fiduciary obligation under applicable Law (including, for the avoidance of doubt, any Gaming Laws all items of income, gain and Gaming Licenses)loss, take all actions which shall be calculated as are necessary such that Growth Partners will, in compliance with applicable Law, obtain the benefits and assume the obligations and bear the economic burdens associated with owning and operating a Deferred Asset for the period between the Closing and the Deferred Closing with respect to such Deferred Asset, subject, in each case, to the actual occurrence, if at all, set forth on Section 2.5(c) of the Deferred Closing with respect to such Deferred Asset. Notwithstanding the foregoing, during the period beginning on the Closing Date and ending on the earlier of the Deferred Closing Date and the Deferred Closing Outside Date, except as Growth Partners may consent in writing, the respective Seller shall conduct the operations of the Deferred Asset in the ordinary course consistent with past practice; provided that the respective Seller shall notDisclosure Schedules, and shall not permit the Deferred Asset to: (i) except in any such income or gain attributable to the ordinary course of business, incur or assume any liabilities, obligations or indebtedness for borrowed money; (ii) make or pay any dividend or distribution, whether of cash or other assets on a non pro rata basis (such dividends or distributions to Deferred Business shall be paid over to Growth Partners the Purchaser by the Seller or its Affiliate promptly upon the applicable Deferred Closing Date); or (iii) sell, lease, license or otherwise dispose of any asset request of the Deferred Asset to any Person except for sales of inventory or product in the ordinary course of business. (c) At each Deferred Closing, if any, Growth Partners and the respective Seller shall execute and deliver joint written instructions to the Settlement Agent instructing the Settlement Agent to release from the Escrow Account to the Settlement Agent, on behalf of and in its capacity as agent for the respective Seller, by wire transfer to an account or accounts designated by the respective Seller (or by such designee), the portion of the Holdback Amount attributed to such Deferred Asset (as set forth in Annex B hereto). As promptly as practicable following the first (1st) anniversary of the date of this Agreement (as may be extended pursuant to the following proviso, the “Deferred Closing Outside Date”), Growth Partners and CEC shall execute and deliver joint written instructions to the Settlement Agent instructing the Settlement Agent to release any remaining Holdback Amount then held in the Escrow Account (or right or claim thereto) to Growth Partners, and the Purchase Price shall be adjusted downward to reflect any such relinquishment to Growth Partners (and the respective Seller shall have no further obligation to transfer any remaining Deferred Assets to Growth Partners); provided, however, that, as long as the respective Sellers are using their reasonable efforts to secure all requisite approvals, such Deferred Closing Outside Date shall be extended to the earlier of (i) the third (3rd) Business Day after the date on which all approvals from a Governmental Entity required to complete the applicable Deferred Closings are received Purchaser and (ii) the third (3rd) anniversary of Purchaser or its Affiliate shall reimburse and/or indemnify and hold harmless the date of this Agreement. (d) At each Deferred Closing, if any, (i) CAC and Growth Partners shall deliver to the relevant Seller or its Affiliate for any of the documents or other deliverables required to be delivered pursuant to Section 10.2 to the extent related such loss attributable to the Deferred Asset Business promptly upon the request of the Seller (and not previously delivered any such Losses shall be deemed to be Assumed Liabilities for purposes of, and subject to the relevant Seller at the Closinglimitations in, and (ii) the relevant Seller shall deliver to CAC and Growth Partners any of the documents or other deliverables required to be delivered pursuant to Section 10.3, to the extent related to the Deferred Asset and not previously delivered to CAC and/or Growth Partners at the Closing, provided that in the case of any Deferred Closing occurring more than thirty (30) days after the Closing Date, the relevant Seller shall deliver the certificate described in Section 10.3(f)(v) at such Deferred Closing (even if such Seller previously delivered such a certificate at the Closing). (e) In respect of each Deferred Asset, the respective Seller and Growth Partners shall continue to comply through the applicable Deferred Closing Date (or Deferred Closing Outside Date) with all covenants and agreements contained in this Agreement that are required by their terms to be performed prior to the Closing, including the covenants of the Parties contained in Article IX. (f) For the avoidance of doubt, a Deferred Closing may apply to a Bifurcated Closing. (g) Unless otherwise required by applicable Law, for U.S. federal and applicable state income tax purposes, the Parties shall treat each Deferred Asset as having been transferred to Growth Partners on the Closing Date.Article

Deferred Closings. (a) IfIf pursuant to Section 3.2 or Section 5.3.2, as of the Closing Date, (i) there closing date is an applicable Law then in effect or a Governmental Entity shall have issued or entered an Order that is then in effect, either or both of which has the effect of restraining, enjoining, or making illegal the Purchase Transaction or otherwise prohibiting the consummation of the purchase by Growth Partners of a Purchased Asset, (ii) any material Permit or Gaming License that is required to consummate the purchase by Growth Partners of a Purchased Asset or the contribution to Growth Partners of a Contributed Asset shall not have been obtained or (iii) any consent listed on Schedule 10.3(d) shall not have been obtained deferred with respect to a Purchased Asset specified thereinProperty, then the closing of the transactions contemplated hereby (such Property shall be deemed a “Deferred Property” and collectively with all other deferred Properties the “Deferred Closing”) Properties.” This 13106722_20.doc 10 Agreement shall be deemed amended, without any further action on any party’s part, as follows with respect to such Purchased Asset the Deferred Properties: 5.4.1. Following the initial Closing (eachand any subsequent Closing of less than all of the Deferred Properties), a “the Allocated Deposit for each Deferred Asset”) Property shall be deferred until held by the Escrow Agent under an escrow agreement reasonably acceptable to Seller and Buyer and subject to the terms of this Agreement. No funds on account of the purchase price for the Deferred Properties shall be escrowed other than the Allocated Deposit. 5.4.1. Seller shall use diligent and continuous efforts to cure each Other Defect and Deficiency with respect to the Deferred Properties as soon as possible. Seller and Buyer shall set a new closing date with respect to any Deferred Property (but shall occur on) the third (3rd) Business Day (a “Deferred Closing Date”), which date shall be no later than ten (10) following Business Days after Seller cures the satisfaction applicable Other Defect or waiver Deficiency. In the event that, despite using diligent efforts, Seller fails to effect such cure on or before the date that is two hundred seventy (other than those conditions that 270) days after the initial Closing Date, Buyer may elect to (A) terminate this Agreement with respect to the applicable Deferred Property, and the applicable Allocated Deposit shall be immediately returned to Buyer and neither party shall have any further obligation or liability under this Agreement except as otherwise expressly provided hereunder or (B) if agreed to by their nature can only Seller, proceed to close on such Property with a credit against the Purchase Price in an amount (to be satisfied reasonably agreed upon by Buyer and Seller) equal to the reduction in the value of the Portfolio resulting from the uncured Other Defect or waived at the ClosingDeficiency, but in which event Buyer shall accept title to such Deferred Property subject to the satisfaction such Other Defect or waiver of those conditions) Deficiency. 5.4.2. Each such Deferred Property shall continue to be subject to all of the terms and conditions described in of this Agreement as if it were a Property, and all obligations and rights of Seller or any Selling Subsidiary and Buyer with respect to the Deferred Property shall continue under this Agreement, mutatis mutandis, except that (i) the Purchase Price for such Deferred Property shall be the Allocated Asset Value of such Deferred Property as adjusted pursuant to Section 10.4 12 below or as otherwise adjusted pursuant to the terms of this Agreement (the “Deferred Closing Purchase Price”), (ii) the Closing Date shall be the Deferred Closing Date and (iii) the liquidated damages for Buyer’s failure to close with respect to such Deferred Asset. (b) Until Property pursuant to Section 14.2 below shall be the Allocated Deposit for such Deferred Property. At the Closing for the Deferred Property, Buyer shall pay to Seller the Deferred Closing Outside Date (as defined below)Purchase Price, less the respective Seller and Growth Partners shall, to the extent consistent with any applicable legal or fiduciary obligation under applicable Law (including, for the avoidance of doubt, any Gaming Laws and Gaming Licenses), take all actions as are necessary such that Growth Partners will, in compliance with applicable Law, obtain the benefits and assume the obligations and bear the economic burdens associated with owning and operating a Deferred Asset for the period between the Closing and the Deferred Closing with respect to such Deferred Asset, subject, in each case, to the actual occurrence, if at all, of the Deferred Closing with respect to such Deferred Asset. Notwithstanding the foregoing, during the period beginning on the Closing Date and ending on the earlier of the Deferred Closing Date and the Deferred Closing Outside Date, except as Growth Partners may consent in writing, the respective Seller shall conduct the operations of the Deferred Asset in the ordinary course consistent with past practice; provided that the respective Seller shall not, and shall not permit the Deferred Asset to: (i) except in the ordinary course of business, incur or assume any liabilities, obligations or indebtedness for borrowed money; (ii) make or pay any dividend or distribution, whether of cash or other assets on a non pro rata basis (such dividends or distributions to be paid to Growth Partners upon the applicable Deferred Closing Date); or (iii) sell, lease, license or otherwise dispose of any asset of the Deferred Asset to any Person except for sales of inventory or product in the ordinary course of businessAllocated Deposit. (c) At each Deferred Closing, if any, Growth Partners and the respective Seller shall execute and deliver joint written instructions to the Settlement Agent instructing the Settlement Agent to release from the Escrow Account to the Settlement Agent, on behalf of and in its capacity as agent for the respective Seller, by wire transfer to an account or accounts designated by the respective Seller (or by such designee), the portion of the Holdback Amount attributed to such Deferred Asset (as set forth in Annex B hereto). As promptly as practicable following the first (1st) anniversary of the date of this Agreement (as may be extended pursuant to the following proviso, the “Deferred Closing Outside Date”), Growth Partners and CEC shall execute and deliver joint written instructions to the Settlement Agent instructing the Settlement Agent to release any remaining Holdback Amount then held in the Escrow Account (or right or claim thereto) to Growth Partners, and the Purchase Price shall be adjusted downward to reflect any such relinquishment to Growth Partners (and the respective Seller shall have no further obligation to transfer any remaining Deferred Assets to Growth Partners); provided, however, that, as long as the respective Sellers are using their reasonable efforts to secure all requisite approvals, such Deferred Closing Outside Date shall be extended to the earlier of (i) the third (3rd) Business Day after the date on which all approvals from a Governmental Entity required to complete the applicable Deferred Closings are received and (ii) the third (3rd) anniversary of the date of this Agreement. (d) At each Deferred Closing, if any, (i) CAC and Growth Partners shall deliver to the relevant Seller any of the documents or other deliverables required to be delivered pursuant to Section 10.2 to the extent related to the Deferred Asset and not previously delivered to the relevant Seller at the Closing, and (ii) the relevant Seller shall deliver to CAC and Growth Partners any of the documents or other deliverables required to be delivered pursuant to Section 10.3, to the extent related to the Deferred Asset and not previously delivered to CAC and/or Growth Partners at the Closing, provided that in the case of any Deferred Closing occurring more than thirty (30) days after the Closing Date, the relevant Seller shall deliver the certificate described in Section 10.3(f)(v) at such Deferred Closing (even if such Seller previously delivered such a certificate at the Closing). (e) In respect of each Deferred Asset, the respective Seller and Growth Partners shall continue to comply through the applicable Deferred Closing Date (or Deferred Closing Outside Date) with all covenants and agreements contained in this Agreement that are required by their terms to be performed prior to the Closing, including the covenants of the Parties contained in Article IX. (f) For the avoidance of doubt, a Deferred Closing may apply to a Bifurcated Closing. (g) Unless otherwise required by applicable Law, for U.S. federal and applicable state income tax purposes, the Parties shall treat each Deferred Asset as having been transferred to Growth Partners on the Closing Date.

Deferred Closings. (a) IfNotwithstanding anything to the contrary contained herein, as in the event that all of the conditions to the Closing Dateset forth in Article VI have been satisfied (or waived in writing) with respect to all of the countries in which the Transferred Assets are physically located or from which the Business derived revenues in 2005, other than one or more countries which in the aggregate contributed less than ten (10) percent of the Business’ 2005 revenues (the “Deferred Closing Countries”), based on the allocation of the Business’ 2005 revenues set forth on Schedule 2.14, the Closing shall be effected, including the payment of the Initial Purchase Price; provided, however, that the evidence to be delivered in connection with the Closing pursuant to Article VI shall be required only with respect to all of such countries, other than the Deferred Closing Countries. One or more subsequent closings (“Deferred Closings”) shall occur as soon as practicable following the receipt of all of the evidence to be delivered, with respect to each such Deferred Closing Country. Until such time as a Deferred Closing occurs with respect to a Deferred Closing Country, Seller shall, with any necessary cooperation from Buyer, operate the portion of the Business located in such Deferred Closing Country in trust for the account of Buyer in a manner consistent with the terms of this Agreement. In connection therewith, (i) there is an applicable Law then in effect or a Governmental Entity Buyer and Seller shall have issued or entered an Order that is then in effect, either or both of which has net out the effect of restraining, enjoining, or making illegal costs and benefits associated with the Purchase Transaction or otherwise prohibiting the consummation portion of the purchase by Growth Partners of a Purchased Asset, (ii) any material Permit or Gaming License that is required to consummate the purchase by Growth Partners of a Purchased Asset or the contribution to Growth Partners of a Contributed Asset shall not have been obtained or (iii) any consent listed on Schedule 10.3(d) shall not have been obtained with respect to a Purchased Asset specified therein, then the closing of the transactions contemplated hereby (the “Deferred Closing”) with respect to Business in each such Purchased Asset (each, a “Deferred Asset”) shall be deferred until (but shall occur on) the third (3rd) Business Day (a “Deferred Closing Date”) following the satisfaction or waiver (other than those conditions that by their nature can only be satisfied or waived at the Closing, but subject to the satisfaction or waiver of those conditions) of the conditions described in Section 10.4 with respect to such Deferred Asset. (b) Until the Deferred Closing Outside Date (as defined below), the respective Seller and Growth Partners shall, to the extent consistent with any applicable legal or fiduciary obligation under applicable Law (including, for the avoidance of doubt, any Gaming Laws and Gaming Licenses), take all actions as are necessary such that Growth Partners will, in compliance with applicable Law, obtain the benefits and assume the obligations and bear the economic burdens associated with owning and operating a Deferred Asset Country for the period between the Closing Date and the date of the Deferred Closing for such Deferred Closing Country on the date of the Deferred Closing for such Deferred Closing Country, (ii) all assets that would be Transferred Assets, but for the failure to receive the evidence to be delivered in connection with the Closing, shall be regarded as Transferred Assets for purposes of the calculations required under Section 2.5(b), (iii) the Assumed Liabilities relating to such Deferred Closing Country shall be deemed to have been assumed as of the Closing for purposes of Section 2.5(b) and (iv) the parties hereto shall use commercially reasonable efforts, and cooperate with each other, to obtain promptly the remaining evidence to be delivered to effectuate a Deferred Closing with respect to such Deferred AssetClosing Country. To the extent that Buyer is required to pay any cash consideration for the Transferred Assets located in any Deferred Closing Countries at a Deferred Closing, subjectSeller shall remit to Buyer, in immediately available funds, the amount of cash consideration allocated to such Deferred Closing Country in accordance with Section 5.4(k), and Buyer shall pay such consideration at such Deferred Closing. (b) Buyer and Seller shall use commercially reasonable efforts between the date hereof and Closing to develop and implement provisional arrangements for each casepotential Deferred Closing Country, including engaging in the activities set forth in Section 5.22. (c) In the event that a Deferred Closing does not occur with respect any Deferred Closing Country within 180 days after the Closing Date (the “Deferred Closing Deadline”), either Buyer or Seller may give notice to the actual occurrence, if at all, other of its election to terminate the Deferred Closing arrangements set forth in this Section 2.14 with respect to such Deferred Asset. Notwithstanding Closing Country; if such notice is given, (i) within five (5) Business Days after such notice, Seller shall pay to Buyer such portion of the foregoingInitial Purchase Price allocable to the Business conducted at such Deferred Closing Country, during the period beginning as set forth on Schedule 5.4, together with interest thereon from the Closing Date and ending on the earlier of the Deferred Closing Date and the Deferred Closing Outside Date, except as Growth Partners may consent in writing, the respective Seller shall conduct the operations of the Deferred Asset in the ordinary course consistent with past practice; provided that the respective Seller shall not, and shall not permit the Deferred Asset to: (i) except in the ordinary course of business, incur or assume any liabilities, obligations or indebtedness for borrowed money; (ii) make or pay any dividend or distribution, whether of cash or other assets on a non pro rata basis (such dividends or distributions to be paid to Growth Partners upon the applicable Deferred Closing Date); or (iii) sell, lease, license or otherwise dispose of any asset of the Deferred Asset to any Person except for sales of inventory or product in the ordinary course of business. (c) At each Deferred Closing, if any, Growth Partners and the respective Seller shall execute and deliver joint written instructions to the Settlement Agent instructing the Settlement Agent to release from the Escrow Account to the Settlement Agent, on behalf of and in its capacity as agent for the respective Seller, by wire transfer to an account or accounts designated by the respective Seller (or by such designee), the portion of the Holdback Amount attributed to such Deferred Asset (as set forth in Annex B hereto). As promptly as practicable following the first (1st) anniversary of the date of this Agreement (as may be extended pursuant to payment at the following proviso, rate of interest borne by Buyer and its Wholly-Owned Subsidiaries under the “Deferred Closing Outside Date”), Growth Partners and CEC shall execute and deliver joint written instructions to the Settlement Agent instructing the Settlement Agent to release any remaining Holdback Amount then held senior debt included in the Escrow Account (or right or claim thereto) to Growth PartnersDebt Financing, and the Purchase Price shall be adjusted downward to reflect any such relinquishment to Growth Partners (and the respective Seller shall have no further obligation to transfer any remaining Deferred Assets to Growth Partners); provided, however, that, as long as the respective Sellers are using their reasonable efforts to secure all requisite approvals, such Deferred Closing Outside Date shall be extended to the earlier of (i) the third (3rd) Business Day after the date on which all approvals from a Governmental Entity required to complete the applicable Deferred Closings are received and (ii) the third (3rdtemporary arrangements entered into prior to the Deferred Closing Deadline pursuant to Section 2.14(a) anniversary in respect of such Deferred Closing Country shall cease as of such time the date of this Agreement. (d) At each Deferred Closing, if any, payment contemplated in clause (i) CAC immediately foregoing is made to Buyer and Growth Partners (iii) at Seller’s request, subject to Section 5.13, Seller and Buyer shall deliver enter into mutually agreeable, commercially reasonable arrangements to allow Seller to continue to conduct the Business in such Deferred Closing Country. However, a party that has breached in any material respect any of its covenants under this Agreement in any manner that proximately contributed to the relevant Seller any failure of the documents or other deliverables required a Deferred Closing to be delivered pursuant to Section 10.2 to the extent related occur prior to the Deferred Asset and Closing Deadline with respect to a Deferred Closing Country may not previously delivered give a notice pursuant to the relevant Seller at the Closing, and (ii) the relevant Seller shall deliver immediately preceding sentence with respect to CAC and Growth Partners any of the documents or other deliverables required to be delivered pursuant to Section 10.3, to the extent related to the Deferred Asset and not previously delivered to CAC and/or Growth Partners at the Closing, provided that in the case of any Deferred Closing occurring more than thirty (30) days after the Closing Date, the relevant Seller shall deliver the certificate described in Section 10.3(f)(v) at such Deferred Closing (even if such Seller previously delivered such a certificate at the Closing)Country. (e) In respect of each Deferred Asset, the respective Seller and Growth Partners shall continue to comply through the applicable Deferred Closing Date (or Deferred Closing Outside Date) with all covenants and agreements contained in this Agreement that are required by their terms to be performed prior to the Closing, including the covenants of the Parties contained in Article IX. (f) For the avoidance of doubt, a Deferred Closing may apply to a Bifurcated Closing. (g) Unless otherwise required by applicable Law, for U.S. federal and applicable state income tax purposes, the Parties shall treat each Deferred Asset as having been transferred to Growth Partners on the Closing Date.

Deferred Closings. (ai) If, as of the Closing, in any jurisdiction other than a Required Jurisdiction (any such country, a “Deferred Closing DateJurisdiction”), (i) there is an applicable Law then in effect or a Governmental Entity shall have issued or entered an Order that is then in effect, either or both of which has the effect of restraining, enjoining, or making the Closing illegal the Purchase Transaction or otherwise prohibiting the its consummation of the purchase by Growth Partners of a Purchased Assetwith respect to such jurisdiction, or (ii) any material Permit filing with, notice to, or Gaming License that is permit, authorization, registration, consent or approval of a Governmental Entity required to consummate the purchase by Growth Partners Purchaser of the capital stock of a Purchased Asset or the contribution to Growth Partners of a Contributed Asset shall not have been obtained or (iii) any consent listed on Schedule 10.3(d) shall not have been obtained with respect to a Purchased Asset specified therein, then the closing of the transactions contemplated hereby Transferred Company (the “Deferred ClosingClosing Governmental Approvals”) has not been obtained, then, notwithstanding anything to the contrary in this Agreement, such Transferred Company (a “Deferred Transferred Company”) shall not be transferred to Purchaser or any of its Affiliates at the Closing (but the Closing shall otherwise occur with respect to the Transferred Companies (other than any Deferred Transferred Companies)). Thereafter, each such Purchased Asset Deferred Transferred Company shall be transferred to Purchaser (eachor its designated Affiliate) on the fifth (5th) Business Day following the receipt, satisfaction or waiver of such Deferred Closing Governmental Approvals (a “Deferred Asset”) shall be deferred until (but shall occur on) the third (3rd) Business Day (Closing” and such date, a “Deferred Closing Date”) following the satisfaction or waiver (other than those conditions that by their nature can only be satisfied or waived at the Closing, but subject to the satisfaction or waiver of those conditions) of the conditions described in Section 10.4 with respect to such Deferred AssetTransferred Company. In no event shall the Closing Purchase Price payable by Purchaser at the Closing or the Final Purchase Price be reduced or deferred in respect of any Deferred Transferred Company; provided, that the Cash, Indebtedness, Working Capital and Transaction Expenses of any Deferred Transferred Companies will be included in determining the Closing Adjustments and the Post-Closing Adjustments as of the Effective Time pursuant to Sections 2.4 through Section 2.7. (bii) Until the Deferred Closing Outside Date (as defined below), the respective Seller and Growth Partners shall, to the extent consistent with any applicable legal or fiduciary obligation under applicable Law (including, for the avoidance of doubt, any Gaming Laws and Gaming Licenses), take all actions as are necessary such that Growth Partners will, in compliance with applicable Law, obtain the benefits and assume the obligations and bear the economic burdens associated with owning and operating a Deferred Asset for the period between the Closing and the Deferred Closing with With respect to such any Deferred AssetTransferred Company, subject, in each case, to the actual occurrence, if at all, of the Deferred Closing with respect to such Deferred Asset. Notwithstanding the foregoing, during the period beginning on between the Closing Date and ending on the earlier applicable Deferred Closing Date, Purchaser and the Sellers shall, subject to applicable Law, (A) enter into one or more mutually agreeable arrangements under which (1) the Sellers or their applicable Subsidiaries shall (I) provide Purchaser with the economic benefits and burdens that would accrue to it if such Deferred Transferred Company and its Subsidiaries were conveyed and transferred to it as of the Closing Date, (II) exercise, at the request of Purchaser, any rights of the Deferred Closing Date Transferred Company and the its Subsidiaries that are available against any third party and (III) continue to hold and operate such Deferred Closing Outside Date, except as Growth Partners may consent Transferred Company and its Subsidiaries in writing, the respective Seller shall conduct the operations of the Deferred Asset in the ordinary course consistent with past practice; provided that the respective Seller shall not, and shall not permit the Deferred Asset to: (i) except all material respects in the ordinary course of business, incur or assume any liabilities, obligations or indebtedness business for borrowed moneythe benefit and burden of Purchaser and taking into account the Sale; (ii2) make or pay any dividend or distribution, whether of cash or other assets on a non pro rata basis (such dividends or distributions to be paid to Growth Partners upon the applicable Deferred Closing Date); or (iii) sell, lease, license or otherwise dispose of any asset of the Deferred Asset Transferred Company or its applicable Subsidiaries shall hold in trust for and pay to Purchaser promptly upon receipt thereof, any Person except for sales of inventory or product in the ordinary course of business. (c) At each Deferred Closingincome, if any, Growth Partners proceeds and the respective Seller shall execute and deliver joint written instructions to the Settlement Agent instructing the Settlement Agent to release from the Escrow Account to the Settlement Agent, on behalf of and in its capacity as agent for the respective Seller, by wire transfer to an account or accounts designated by the respective Seller (or by such designee), the portion of the Holdback Amount attributed to such Deferred Asset (as set forth in Annex B hereto). As promptly as practicable following the first (1st) anniversary of the date of this Agreement (as may be extended pursuant to the following proviso, the “Deferred Closing Outside Date”), Growth Partners and CEC shall execute and deliver joint written instructions to the Settlement Agent instructing the Settlement Agent to release any remaining Holdback Amount then held in the Escrow Account (or right or claim thereto) to Growth Partners, and the Purchase Price shall be adjusted downward to reflect any such relinquishment to Growth Partners (and the respective Seller shall have no further obligation to transfer any remaining Deferred Assets to Growth Partners)other monies received; provided, however, that, as long as the respective Sellers are using their reasonable efforts to secure all requisite approvals, such Deferred Closing Outside Date shall be extended to the earlier of (i) the third (3rd) Business Day after the date on which all approvals from a Governmental Entity required to complete the applicable Deferred Closings are received and (ii) the third (3rd) anniversary of the date of this Agreement. (d) At each Deferred Closing, if any, (i) CAC and Growth Partners shall deliver to the relevant Seller any of the documents or other deliverables required to be delivered pursuant to Section 10.2 to the extent related to the Deferred Asset and not previously delivered to the relevant Seller at the Closing, and (ii) the relevant Seller shall deliver to CAC and Growth Partners any of the documents or other deliverables required to be delivered pursuant to Section 10.3, to the extent related to the Deferred Asset and not previously delivered to CAC and/or Growth Partners at the Closing, provided that in the case of any Deferred Closing occurring more than thirty (30) days after the Closing Date, the relevant Seller shall deliver the certificate described in Section 10.3(f)(v) at such Deferred Closing (even if such Seller previously delivered such a certificate at the Closing). (e) In respect of each Deferred Asset, the respective Seller and Growth Partners shall continue to comply through the applicable Deferred Closing Date (or Deferred Closing Outside Date) with all covenants and agreements contained in this Agreement that are required by their terms to be performed prior to the Closing, including the covenants of the Parties contained in Article IX. (f) For the avoidance of doubt, a Deferred Closing may apply to a Bifurcated Closing. (g) Unless otherwise required by applicable Law, for U.S. federal and applicable state income tax purposes, the Parties shall treat each Deferred Asset as having been transferred to Growth Partners on the Closing Date.

Deferred Closings. (a) IfNotwithstanding anything to the contrary contained in this Agreement, as to the extent agreed by XxxxXxxx and Purchaser, the conveyance, assignment, transfer, delivery and acceptance of the Transferred Assets (the “Deferred Assets”) located in certain jurisdictions as may be agreed upon by XxxxXxxx and Purchaser prior to the Initial Closing (the “Deferred Closing Countries”), and the assumption of the Assumed Liabilities (the “Deferred Liabilities”) relating to the Business conducted in the Deferred Closing Countries or relating to such Deferred Assets shall not occur on the Initial Closing Date. (b) The conveyance, (i) there is an applicable Law then in effect or a Governmental Entity shall have issued or entered an Order that is then in effectassignment, either or both of which has the effect of restrainingtransfer, enjoining, or making illegal the Purchase Transaction or otherwise prohibiting the consummation delivery and acceptance of the purchase by Growth Partners Deferred Assets, and the assumption of a Purchased Asset, (ii) any material Permit or Gaming License that is required to consummate the purchase by Growth Partners of a Purchased Asset or the contribution to Growth Partners of a Contributed Asset shall not have been obtained or (iii) any consent listed on Schedule 10.3(d) shall not have been obtained Deferred Liabilities with respect to a Purchased Asset specified thereinDeferred Closing Country shall if reasonably practicable take place at the Initial Closing or otherwise as promptly as reasonably practicable thereafter but in any event on a date not more than six (6) months after the Initial Closing Date, then the closing of the transactions contemplated hereby or such other date as XxxxXxxx and Purchaser may mutually agree in writing (the each such closing, a “Deferred Closing”) with respect to be held at such Purchased Asset place as XxxxXxxx and Purchaser may agree in writing (eacheach day on which a Deferred Closing takes place, a “Deferred Asset”) shall be deferred until (but shall occur on) the third (3rd) Business Day (being a “Deferred Closing Date”) following ). From and after the satisfaction or waiver (other than those conditions that by their nature can only be satisfied or waived at the Initial Closing, but subject to and until the satisfaction or waiver of those conditions) of applicable Deferred Closing Date, the conditions described Business conducted in Section 10.4 with respect to such Deferred Asset. (b) Until the Deferred Closing Outside Date (as defined below)Countries shall be held for Purchaser’s benefit and account and shall be managed and operated by the applicable Seller for Purchaser’s benefit and account, the respective Seller with all gains, income, losses, Liabilities, Taxes or other items generated thereby to be for Purchaser’s account and Growth Partners shall, to the extent consistent with any applicable legal or fiduciary obligation under applicable Law (including, for the avoidance of doubt, any Gaming Laws and Gaming Licenses), take all actions as are necessary such that Growth Partners will, in compliance with applicable Law, obtain the benefits and assume the obligations and bear the economic burdens associated with owning and operating a Deferred Asset for the period between the Closing and the Deferred Closing with respect to such Deferred Asset, subjectborne by Purchaser, in each case, to as if the actual occurrence, if at all, transfer of the Deferred Assets and Deferred Liabilities had occurred at the Initial Closing in accordance with respect and subject to the terms of this Agreement. The parties hereto agree to treat Purchaser (or its designee) as the owner of such Deferred Asset. Notwithstanding the foregoing, during the period beginning on the Closing Date and ending on the earlier Assets for all Tax purposes as of the Deferred Initial Closing Date and the Deferred Closing Outside Date, except as Growth Partners may consent in writing, the respective Seller shall conduct the operations of the Deferred Asset in the ordinary course consistent with past practice; provided that the respective Seller shall not, and shall not permit the Deferred Asset to: (i) except in the ordinary course of business, incur or assume any liabilities, obligations or indebtedness for borrowed money; (ii) make or pay any dividend or distribution, whether of cash or other assets on a non pro rata basis (such dividends or distributions to be paid to Growth Partners upon the otherwise required by applicable Deferred Closing Date); or (iii) sell, lease, license or otherwise dispose of any asset of the Deferred Asset to any Person except for sales of inventory or product in the ordinary course of businessLaw. (c) At Subject to Section 5.06, at each Deferred Closing, if anyLivaNova and Purchaser shall, Growth Partners and the shall cause their respective Seller shall subsidiaries to, execute and deliver joint written instructions to the Settlement Agent instructing the Settlement Agent to release from the Escrow Account to the Settlement Agent, on behalf of a Local Transfer Agreement and in its capacity as agent any other conveyance documents required under applicable Laws for the respective Seller, by wire transfer of applicable Transferred Assets and Assumed Liabilities to an account or accounts designated by the respective Seller (or by such designee), the portion of the Holdback Amount attributed to such Deferred Asset (as set forth Purchaser in Annex B hereto). As promptly as practicable following the first (1st) anniversary of the date of this Agreement (as may be extended pursuant to the following proviso, the “Deferred Closing Outside Date”), Growth Partners accordance with Section 1.01 and CEC shall execute and deliver joint written instructions to the Settlement Agent instructing the Settlement Agent to release any remaining Holdback Amount then held in the Escrow Account (or right or claim thereto) to Growth Partners, and the Purchase Price shall be adjusted downward to reflect any such relinquishment to Growth Partners (and the respective Seller shall have no further obligation to transfer any remaining Deferred Assets to Growth Partners); provided, however, that, as long as the respective Sellers are using their reasonable efforts to secure all requisite approvals, such Deferred Closing Outside Date shall be extended to the earlier of (i) the third (3rd) Business Day after the date on which all approvals from a Governmental Entity required to complete the applicable Deferred Closings are received and (ii) the third (3rd) anniversary of the date of this AgreementSection 1.04. (d) At each Deferred Closing, if any, (i) CAC and Growth Partners shall deliver to the relevant Seller any of the documents or other deliverables required to be delivered pursuant to Section 10.2 to the extent related to the Deferred Asset and not previously delivered to the relevant Seller at the Closing, and (ii) the relevant Seller shall deliver to CAC and Growth Partners any of the documents or other deliverables required to be delivered pursuant to Section 10.3, to the extent related to the Deferred Asset and not previously delivered to CAC and/or Growth Partners at the Closing, provided that in the case of any Deferred Closing occurring more than thirty (30) days after the Closing Date, the relevant Seller shall deliver the certificate described in Section 10.3(f)(v) at such Deferred Closing (even if such Seller previously delivered such a certificate at the Closing). (e) In respect of each Deferred Asset, the respective Seller and Growth Partners shall continue to comply through the applicable Deferred Closing Date (or Deferred Closing Outside Date) with all covenants and agreements contained in this Agreement that are required by their terms to be performed prior to the Closing, including the covenants of the Parties contained in Article IX. (f) For the avoidance of doubt, there shall be no conditions required to be satisfied or waived prior to a Deferred Closing may apply in order to consummate the transactions contemplated by this Section 2.05 with respect to a Bifurcated ClosingDeferred Closing Country. (ge) Unless the context otherwise clearly requires, references in this Agreement to the “Closing” or “Closing Date” shall, with respect to any Deferred Asset or Deferred Liability, be deemed to refer to the applicable Deferred Closing or Deferred Closing Date, respectively. (f) The parties acknowledge that the portion of the Purchase Price allocable to any Deferred Closing Country, as agreed to by the parties (each a “Deferred Closing Country Amount”), shall have been paid on the Initial Closing Date. In the event that a local payment of some or all of the relevant Deferred Closing Country Amount is required in a particular jurisdiction, on the Deferred Closing Date for a Deferred Closing Country, Purchaser shall cause the applicable designee of Purchaser to pay an amount equal to the required local payment to the applicable Seller on the Deferred Closing Date by wire transfer of immediately available funds to the applicable Seller’s local bank account to be designated by XxxxXxxx in a written notice delivered to Purchaser at least five (5) Business Days before such Deferred Closing. Within ten (10) Business Days following the Deferred Closing Date, LivaNova shall, or shall cause the applicable subsidiary to, reimburse to Purchaser an amount equal to the relevant required local payment in U.S. dollars, by wire transfer of immediately available funds to the bank account to be designated by Purchaser in a written notice delivered to LivaNova at least five (5) Business Days before such Deferred Closing. For all Tax purposes, Purchaser and Sellers agree to treat any payments made under this Section 2.05 as an adjustment to the Purchase Price unless otherwise required by applicable Law, for U.S. federal and applicable state income tax purposes, the Parties shall treat each Deferred Asset as having been transferred to Growth Partners on the Closing Date.

Deferred Closings. (ai) If, as of the Closing, in any country other than a Primary Jurisdiction (any such country, a “Deferred Closing DateJurisdiction”), (iA) there is an applicable Law then in effect in the Deferred Closing Jurisdiction or a Governmental Entity in the Deferred Closing Jurisdiction shall have issued or entered an Order that is then in effect, either or both of which has the effect of restraining, enjoining, or making illegal the Purchase Transaction transactions contemplated by this Agreement or otherwise prohibiting the consummation of the purchase by Growth Partners Sale or the transactions contemplated hereby with respect to such jurisdiction or to occur outside of such jurisdiction, (B) any filing with, notice to, or permit, authorization, registration, consent or approval of a Purchased Asset, (ii) any material Permit or Gaming License Governmental Entity in the Deferred Closing Jurisdiction that is required to consummate the purchase by Growth Partners Purchaser of the Shares of a Purchased Asset Transferred Company (or the contribution to Growth Partners indirect purchase of a Contributed Asset Subsidiary thereof) incorporated or organized in the Deferred Closing Jurisdiction (the “Deferred Closing Governmental Approvals”) shall not have been obtained or (iiiC) any consent listed on Section 2.9(b) of the Seller Disclosure Schedule 10.3(d) shall not have been obtained with respect to a Purchased Asset the Transferred Company specified thereintherein (the “Specified Deferred Business”), then the closing of the transactions contemplated hereby (the “Deferred Closing”) with respect to such Purchased Asset Transferred Company (or Transferred Companies) (each, a “Deferred AssetBusiness”) shall be deferred until (but shall occur on) the third (3rd) Business Day (a “Deferred Closing Date”) following the satisfaction or waiver (other than those conditions that by their nature can only be satisfied or waived at the Closing, but subject to the satisfaction or waiver of those conditions) of the conditions described in Section 10.4 8.4 with respect to such Deferred AssetBusiness. (bii) Until the Deferred Closing Outside Date (as defined below)Date, the respective Seller Parent, Sellers and Growth Partners Purchaser shall, to the extent consistent with any contractual obligation or any applicable legal or fiduciary obligation under applicable Law Law, use reasonable best efforts to cooperate in a mutually agreeable arrangement under which Purchaser (including, for the avoidance or one or more of doubt, any Gaming Laws and Gaming Licenses), take all actions as are necessary such that Growth Partners willits Affiliates) would, in compliance with applicable Law, obtain the benefits and assume the obligations and bear the economic burdens associated with owning and operating a Deferred Asset Business for the period between the Closing and the Deferred Closing with respect to such Deferred Asset, subject, in each case, to the actual occurrence, if at all, of the Deferred Closing with respect to such Deferred AssetBusiness. Notwithstanding the foregoing, during the period beginning on the Closing Date and ending on the earlier of the Deferred Closing Date and the Deferred Closing Outside Date, except as Growth Partners Purchaser may consent in writing, the respective Seller Parent shall conduct the operations of the Deferred Asset Business in the ordinary course consistent with past practice; practice (provided that (x) Purchaser shall promptly reimburse Parent for any amounts invested by any member of the respective Seller Parent Group in such Deferred Business in the ordinary course consistent with past practice (“Deferred Business Investments”), (y) Parent shall have no obligation to and shall not make any Deferred Business Investments that, individually, or in the aggregate, exceed $1,000,000 without the prior consent of Purchaser and (z) Parent shall provide Purchaser with reasonable advance notice of Parent’s intent to make a Deferred Business Investment), and Parent shall not, and shall not permit the Deferred Asset Business to: (iA) except in the ordinary course of business, incur or assume any liabilities, obligations or indebtedness for borrowed money; (iiB) make or pay any dividend or distribution, whether of cash or other assets on a non pro rata basis (such dividends or distributions to be paid to Growth Partners Purchaser upon the applicable Deferred Closing Date); or (iiiC) sell, lease, license or otherwise dispose of any asset of the Deferred Asset Business to any Person except for sales of inventory or product in the ordinary course of business. (ciii) At each Deferred Closing, if any, Growth Partners Purchaser and the respective Seller Parent shall execute and deliver joint written instructions to the Settlement Escrow Agent instructing the Settlement Escrow Agent to release from the Escrow Account to the Settlement AgentParent (or to a designee of Parent), on behalf of and in its capacity as agent for the respective each Seller, by wire transfer to an account or accounts designated by the respective Seller Parent (or by such designee), an amount equal to the portion Deferred Purchase Price in respect of the Holdback Amount attributed to such Deferred Asset Business (as set forth in Annex B Schedule IV hereto, as such Schedule IV may be updated by mutual agreement of the Parties hereto prior to the Closing Date). As promptly as practicable following the first (1st) anniversary of the date of this Agreement (as may be extended pursuant to the following proviso, the “Deferred Closing Outside Date”), Growth Partners Purchaser and CEC Parent shall execute and deliver joint written instructions to the Settlement Escrow Agent instructing the Settlement Escrow Agent to release any remaining Holdback Amount then held in the Escrow Account (or right or claim thereto) to Growth PartnersPurchaser, and the Cash Consideration and the 24 Purchase Price shall be adjusted downward to reflect any such relinquishment to Growth Partners (and the respective Seller shall have no further obligation to transfer any remaining Deferred Assets to Growth Partners)Purchaser; provided, however, that, however that as long as the respective Sellers are using their reasonable efforts to secure all requisite approvals, such Deferred Closing Outside Date shall be extended to the earlier of (iA) the third (3rd) Business Day after the date on which all approvals from a Governmental Entity required to complete the applicable Deferred Closings are received and (iiB) the third (3rd) anniversary of the date of this Agreement. (div) At each Deferred Closing, if any, (iA) CAC and Growth Partners Purchaser shall deliver to the relevant Seller any of the documents or other deliverables required to be delivered pursuant to Section 10.2 2.3(b)(ii) to the extent related to the Deferred Asset Business and not previously delivered to the relevant Seller at the Closing, and (iiB) the relevant Seller shall deliver to CAC and Growth Partners Purchaser any of the documents or other deliverables required to be delivered pursuant to Section 10.3, 2.3(b)(i) to the extent related to the Deferred Asset Business and not previously delivered to CAC and/or Growth Partners Purchaser at the Closing, provided that in the case of any Deferred Closing occurring more than thirty (30) days after the Closing Date, the relevant Seller shall deliver the certificate described in Section 10.3(f)(v) at such Deferred Closing (even if such Seller previously delivered such a certificate at the Closing). (ev) In respect of each Deferred AssetBusiness, the respective Seller Sellers and Growth Partners Purchaser shall continue to comply through the applicable Deferred Closing Date (or Deferred Closing Outside Date) with all covenants and agreements contained in this Agreement that are required by their terms to be performed prior to the Closing, including the covenants of Sellers contained in Section 5.4 and the covenants of the Parties contained in Article IXSection 5.3. (fvi) For If any equity interests of the avoidance of doubtSpecified Deferred Business not currently owned, a directly or indirectly, by Parent, are acquired by Parent following the date hereof and prior to the Closing Date or Deferred Closing may apply to Date, as applicable, including as a Bifurcated Closing. result of the exercise of the rights identified on Section 2.9(b) of the Seller Disclosure Schedule, (gA) Unless otherwise required by applicable Law, for U.S. federal and applicable state income tax purposes, the Parties equity interests so acquired shall treat each Deferred Asset as having been be transferred to Growth Partners on Purchaser at the Closing Date or Deferred Closing Date, as applicable, (B) Parent shall pay or cause to be paid the purchase price therefor, up to the amount specified in Section 2.9(b)(vi) of the Seller Disclosure Schedule, and (C) each of Parent and Purchaser shall pay or cause to be paid 50% of the excess of the purchase price therefor over Section 2.9(b)(vi) of the Seller Disclosure Schedule. Parent and Purchaser shall jointly control any negotiations with respect to such acquisition, and neither Parent nor Purchaser shall agree to any acquisition without the other’s consent (not to be unreasonably withheld, conditioned or delayed).

Deferred Closings. (a) IfNotwithstanding anything herein to the contrary, if (i) any (x) consent, approval or employee information and/or consulting obligations from or with any employee consultation body or other similar body or (y) other filing, consent, approval or action of any Governmental Authority or third party, in each case set forth on Section 2.5(a) of the Disclosure Schedules, shall not have been obtained or completed by the Closing Date or (ii) the Purchaser has not been able to form a legal entity in any jurisdiction that is necessary for the acquisition of Transferred Assets in such jurisdiction or the employment of Business Employees in such jurisdiction and (iii) in either of the cases described in clauses (i) and (ii) the Closing is required to be held as provided in Section 2.1, then the transfer of the Transferred Assets and the Transferred Employees and the assumption of the Assumed Liabilities in the jurisdiction in which such consent, approval, obligation, filing or action has not been obtained or completed (each, a “Deferred Jurisdiction”) (such Transferred Assets, Transferred Employees and Assumed Liabilities, collectively, a “Deferred Business”) will not occur on the Closing Date, but shall instead occur as set forth in this Section 2.5 and the Disapplied Provisions shall not apply to the Deferred Business as of the Closing. In respect of the Disapplied Provisions, (A) the term “Business” shall be deemed to exclude the Deferred Business, (B) the term “Transferred Assets” shall be deemed to exclude the Transferred Assets in the Deferred Jurisdiction, (C) the term “Assumed Liabilities” shall be deemed to exclude the Assumed Liabilities in the Deferred Jurisdiction and (D) the term “Transferred Employees” shall be deemed to exclude the Transferred Employees in the Deferred Jurisdiction, in each case, as of the Closing. (b) The closing of each transfer of a Deferred Business (a “Deferred Transfer”) will be effected on the third Business Day after the relevant consent, approval, obligation, filing or action in such Deferred Jurisdiction has been obtained or completed. The parties shall use reasonable best efforts to ensure that any Deferred Transfer occurs as soon as reasonably practicable after the Closing Date (the date on which the Deferred Transfer occurs, the “Local Closing Date”) in accordance with this Section 2.5. For the avoidance of doubt, the Closing Date shall not be delayed as a result of any Deferred Transfer and there shall be no change in the amount paid at the Closing pursuant to Section 1.5 as a result of any Deferred Transfer. At the closing of each Deferred Transfer, the relevant members of the Seller Group, on the one hand, and the Purchaser or an Affiliate of the Purchaser, on the other, shall execute and deliver the Local Transfer Agreement pertaining to such Deferred Jurisdiction. Notwithstanding that legal title to the Deferred Businesses will not be transferred to the Purchaser on the Closing Date, all provisions of this Agreement (including the calculation of Closing Working Capital, Closing Cash and Transferring Indebtedness) shall apply to the parties as though such transfer occurred at the Closing, except to the extent otherwise expressly provided in this Section 2.5. Neither the Seller nor any of its Affiliates makes any representation or warranty of any kind whatsoever, whether express or implied, at Law or in equity, with respect to the Deferred Businesses, other than as set forth in Article III of this Agreement and then only as of the date of this Agreement and as of the Closing Date, in accordance with the terms of this Agreement. (ic) there is an applicable Law then in effect or a Governmental Entity shall have issued or entered an Order that is then in effect, either or both of which has the effect of restraining, enjoining, or making illegal the Purchase Transaction or otherwise prohibiting the consummation of the purchase by Growth Partners of a Purchased Asset, (ii) any material Permit or Gaming License that is required to consummate the purchase by Growth Partners of a Purchased Asset or the contribution to Growth Partners of a Contributed Asset shall not have been obtained or (iii) any consent listed on Schedule 10.3(d) shall not have been obtained with respect to a Purchased Asset specified therein, then the closing of the transactions contemplated hereby (the “Deferred Closing”) with respect to such Purchased Asset (each, a “Deferred Asset”) shall be deferred until (but shall occur on) the third (3rd) Business Day (a “Deferred Closing Date”) following the satisfaction or waiver (other than those conditions that by their nature can only be satisfied or waived at From and after the Closing, but subject to and until the satisfaction or waiver of those conditions) of the conditions described in Section 10.4 Deferred Transfer, each Deferred Business (including all Cash generated with respect to such Deferred Asset. thereto) will be held for the Purchaser’s (bor its designated Affiliate’s) Until benefit and account and will be managed and operated by the Deferred Closing Outside Date Seller Group for the Purchaser’s (as defined below)or its designated Affiliate’s) benefit and account, the respective Seller and Growth Partners shall, to the extent consistent with any applicable legal or fiduciary obligation under applicable Law (including, for the avoidance of doubt, any Gaming Laws all items of income, gain and Gaming Licensesloss, all Tax expense and Tax benefit (on a net basis, to the extent actually used by the Seller Group in the taxable year in which the Deferred Transfer occurs or either of the two Tax years immediately subsequent thereto), take and any such net amount (taking into account all actions as are necessary such that Growth Partners willitems of income, in compliance with applicable Lawgain, obtain the benefits loss, Tax expense, and assume the obligations and bear the economic burdens associated with owning and operating a Deferred Asset for the period between the Closing and the Deferred Closing Tax benefit with respect to such Deferred AssetBusiness) shall, subjectpromptly following the applicable Deferred Transfer, (i) be paid over to the Purchaser by the Seller or its Affiliate, if such net amount is a positive amount or (ii) be reimbursed by the Purchaser or its Affiliate to the Seller, if such net amount is a negative amount. The Seller shall deliver to the Purchaser a statement reflecting its calculation of such net amount in each casereasonable detail promptly following the applicable Deferred Transfer (each, a “Deferred Transfer Statement”). In the event that the Purchaser does not agree with a Deferred Transfer Statement as proposed by the Seller and provides the Seller with written notice of such disagreement, and the basis for such disagreement, within twenty (20) Business Days after delivery of the proposed Deferred Transfer Statement, the Purchaser and the Seller shall negotiate in good faith to resolve any differences, provided that, if the Purchaser does not provide such written notice within twenty (20) Business Days after delivery of the proposed Deferred Transfer Statement, the proposed Deferred Transfer Statement shall become the final Deferred Transfer Statement applicable to such Deferred Transfer. In the event that the Purchaser and the Seller are unable to resolve any differences within forty-five (45) days after delivery of the proposed Deferred Transfer Statement by the Seller to the Purchaser, the parties shall retain a mutually acceptable national accounting firm to determine the final Deferred Transfer Statement applicable to such Deferred Transfer. The fees and expenses of such accounting firm shall be borne equally by the Purchaser and the Seller, and the decision of such firm shall be final and binding on the parties. Any such payment pursuant to this Section 2.5(c) shall be treated as a decrease in the Purchase Price (in the case of a payment to the Purchaser) or an increase in the Purchase Price (in the case of a payment to the Seller) and, to the actual occurrence, if extent the final Allocation Schedule has been agreed as provided in Section 2.4 at all, of the Deferred Closing with respect to such Deferred Asset. Notwithstanding the foregoing, during the period beginning on the Closing Date and ending on the earlier of the Deferred Closing Date and the Deferred Closing Outside Date, except as Growth Partners may consent in writing, the respective Seller shall conduct the operations of the Deferred Asset in the ordinary course consistent with past practice; provided that the respective Seller shall not, and shall not permit the Deferred Asset to: (i) except in the ordinary course of business, incur or assume any liabilities, obligations or indebtedness for borrowed money; (ii) make or pay any dividend or distribution, whether of cash or other assets on a non pro rata basis (such dividends or distributions to be paid to Growth Partners upon the applicable Deferred Closing Date); or (iii) sell, lease, license or otherwise dispose time of any asset of the Deferred Asset to any Person except for sales of inventory or product in the ordinary course of business. (c) At each Deferred Closing, if any, Growth Partners and the respective Seller shall execute and deliver joint written instructions to the Settlement Agent instructing the Settlement Agent to release from the Escrow Account to the Settlement Agent, on behalf of and in its capacity as agent for the respective Seller, by wire transfer to an account or accounts designated by the respective Seller (or by such designee)payment, the portion of the Holdback Amount attributed Purchase Price allocated to such Deferred Asset (as set forth in Annex B hereto). As promptly as practicable following the first (1st) anniversary of the date of this Agreement (as may be extended pursuant to the following proviso, the “Deferred Closing Outside Date”), Growth Partners and CEC shall execute and deliver joint written instructions to the Settlement Agent instructing the Settlement Agent to release any remaining Holdback Amount then held in the Escrow Account (or right or claim thereto) to Growth Partners, and the Purchase Price Business shall be adjusted downward to reflect any such relinquishment to Growth Partners decreased (and the respective Seller shall have no further obligation to transfer any remaining Deferred Assets to Growth Partners); provided, however, that, as long as the respective Sellers are using their reasonable efforts to secure all requisite approvals, such Deferred Closing Outside Date shall be extended to the earlier of (ibut not below zero) the third (3rd) Business Day after the date on which all approvals from a Governmental Entity required to complete the applicable Deferred Closings are received and (ii) the third (3rd) anniversary of the date of this Agreementor increased accordingly. (d) At During the period from the Closing Date through (and including) the Local Closing Date (the “Interim Period”), the Seller shall cause each Deferred Closing, if any, (i) CAC and Growth Partners shall deliver to the relevant Seller any of the documents or other deliverables required Business to be delivered pursuant to Section 10.2 to operated on a basis consistent with past practice (and accounted for in a manner consistent with 2017, including the extent treatment of allocated costs and related to party transactions) or, unless prohibited by applicable Law, otherwise in such manner as the Deferred Asset and not previously delivered to the relevant Seller at the Closing, and (ii) the relevant Seller Purchaser shall deliver to CAC and Growth Partners any of the documents or other deliverables required to be delivered pursuant to Section 10.3, to the extent related to the Deferred Asset and not previously delivered to CAC and/or Growth Partners at the Closing, provided that in the case of any Deferred Closing occurring more than thirty (30) days after the Closing Date, the relevant Seller shall deliver the certificate described in Section 10.3(f)(v) at such Deferred Closing (even if such Seller previously delivered such a certificate at the Closing)reasonably request. (e) In respect Except to the extent relating to or arising out of gross negligence or willful misconduct by a member of the Seller Group, the Purchaser will indemnify and hold harmless the Seller Group from and against any and all Losses which the Seller Group may incur or suffer, and any and all Taxes, to the extent such Losses or Taxes arise out of or as a result of the Seller Group’s post-Closing direct or indirect ownership, management or operation of each Deferred Asset, the respective Seller and Growth Partners shall continue to comply through the applicable Deferred Closing Date (or Deferred Closing Outside Date) with all covenants and agreements contained in this Agreement that are required by their terms to be performed prior to the Closing, including the covenants of the Parties contained in Article IXBusiness. (f) For the avoidance of doubt, a Deferred Closing may apply to a Bifurcated Closing. (g) Unless otherwise required by applicable Law, for U.S. federal and applicable state income tax purposes, the Parties shall treat each Deferred Asset as having been transferred to Growth Partners on the Closing Date.

Deferred Closings. (a) IfNotwithstanding anything in this Agreement to the contrary, as of the Closing Date, if (i) there is an applicable Law then in effect or a Governmental Entity shall have issued or entered an Order that is then in effect, either or both of which the Conditions Satisfaction Date has the effect of restraining, enjoining, or making illegal the Purchase Transaction or otherwise prohibiting the consummation of the purchase by Growth Partners of a Purchased Asset, occurred and (ii) with respect to a jurisdiction, (x) any material Permit applicable Ancillary Restructuring has not been completed, (y) any applicable NewCo Entity or Gaming License that Local Branch Jurisdiction (as such term is required to consummate defined in the purchase by Growth Partners of a Purchased Asset Master Steps Plan) formed or the contribution to Growth Partners of a Contributed Asset shall incorporated in such jurisdiction has not have been obtained implemented payroll and benefit services (“Ancillary Payroll Services”) or (iiiz) any consent listed a Regulatory Approval set forth on Schedule 10.3(dSection 5.1(l) of the Seller Disclosure Schedules (each such Regulatory Approval, an “Ancillary Regulatory Approval”) shall not have been obtained with respect to a Purchased Asset specified thereinobtained, then (A) the closing Closing shall proceed in accordance with Section 2.1, as modified by this Section 2.18, without reduction to the Estimated Purchase Price payable at 39 the Closing, and (B) the transfer of the transactions contemplated hereby (NewCo Equity Interests, Purchased Assets and the “Deferred Closing”) with respect to Business Employees and the assumption of the Assumed Liabilities in the jurisdiction in which such Purchased Asset Ancillary Restructuring, Ancillary Payroll Services or Ancillary Regulatory Approval has not been completed, implemented or obtained (each, a “Deferred AssetJurisdiction”) (such NewCo Equity Interest, Purchased Assets, Business Employees and Assumed Liabilities, collectively, a “Deferred Business”) will not occur on the Closing Date, but shall instead occur as set forth in this Section 2.18 and the Disapplied Provisions shall apply to the Deferred Business as of the applicable Deferred Closing Date and not as of the Closing Date; provided that if the conditions set forth in Sections 2.18(h)(i)(A) and (C) (and the condition set forth in Section 2.18(h)(i)(B) has not been satisfied) have been satisfied (or, to the extent permitted by applicable Law, waived), then, in lieu of implementing the terms of this Section 2.18, the Parties may determine that, at the Closing, (1) the applicable NewCo Equity Seller will sell, assign, transfer, deliver and convey to Purchaser (or one of its Affiliates), and Purchaser (or such Affiliate) shall purchase, acquire and accept from each such NewCo Equity Seller the applicable NewCo Equity Interests (free and clear of all Liens other than Liens created by Purchaser or any of the Transaction Documents at the Closing) held by such NewCo Equity Seller and (2) Seller (or an Affiliate of Seller) will provide transition services to the applicable NewCo Entity under which payroll and benefits services will be provided to such NewCo Entity. In respect of the Disapplied Provisions, (A) the term “GES Business” shall be deferred until deemed to exclude such Deferred Business, (but shall occur onB) the third term “NewCo Equity Interests” shall be deemed to exclude the NewCo Equity Interests in such Deferred Jurisdiction (3rdfor the avoidance of doubt, this shall not include India NewCo, U.K. NewCo or U.S. NewCo), (C) the term “Purchased Assets” shall be deemed to exclude the Purchased Assets in such Deferred Jurisdiction, (D) the term “Assumed Liabilities” shall be deemed to exclude the Assumed Liabilities in such Deferred Jurisdiction and (E) the term “Business Day Employees” shall be deemed to exclude the Business Employees in such Deferred Jurisdiction, in each case, as of the Closing (and, for the avoidance of doubt, such terms shall be deemed to include the Deferred Business and the NewCo Equity Interests, Purchased Assets, Assumed Liabilities and Business Employees in such Deferred Jurisdictions on and following the applicable Deferred Closing Date). Notwithstanding anything in this Agreement to the contrary, in the event that the U.K. NewCo Equity Interests cannot be sold, assigned, transferred, delivered or conveyed to Purchaser (or one of its Affiliates) at the Closing in accordance with Section 2.3 as a result of any Ancillary Regulatory Approval, then the Parties shall, in good faith, use reasonable best efforts to implement a reasonable alternative arrangement pursuant to which such Ancillary Regulatory Approval shall not impede or restrict such sale, assignment, transfer, delivery or conveyance; provided that if no such reasonable alternative arrangement is available, such Ancillary Regulatory Approval shall, for all purposes of this Agreement be deemed to be a Required Regulatory Approval. Notwithstanding anything to the contrary set forth in this Agreement, the Continuation Period shall be the twelve (12) months following the Closing Date for all jurisdictions, irrespective of whether any jurisdiction is subject to a Deferred Transfer pursuant to Section 2.18. (b) The closing of each transfer of a Deferred Business (a “Deferred Closing DateTransfer”) will be effected on the first (1st) day of the month immediately following the satisfaction date on which (i) the relevant Ancillary Restructuring has been completed, the relevant Ancillary Payroll Services have been implemented or waiver the relevant Ancillary Regulatory Approval has been obtained (each such closing, a “Deferred Closing”) and (ii) the other conditions to the obligations of Purchaser and Seller under Section 2.18(h) to the extent relating to the applicable Deferred Jurisdiction have been satisfied or waived (other than those conditions that which by their nature can only be satisfied or waived at the Closing, Deferred Closing but subject to the satisfaction or waiver of those conditions) of conditions at the conditions described Deferred Closing); provided that, if such day is not a Business Day in Section 10.4 with respect to the applicable Deferred Jurisdiction, then such Deferred Asset. Transfer shall take place on the first (b1st) Until Business Day thereafter. The Deferred Closing will be deemed to have become effective at 12:01 a.m. New York City time on the Deferred Closing Outside Date. The Parties shall use reasonable best efforts to ensure that any Deferred Transfer occurs as soon as reasonably practicable after 40 the Closing Date (as defined below)the date on which the Deferred Transfer occurs, the respective Seller and Growth Partners shall“Deferred Closing Date”) in accordance with this Section 2.18, to including the extent consistent with Parties completing any applicable legal or fiduciary obligation under applicable Law (including, for Ancillary Restructuring in respect of India NewCo and/or any Deferred Business to be transferred to a Local Branch Jurisdiction. For the avoidance of doubt, any Gaming Laws and Gaming Licenses), take all actions as are necessary such that Growth Partners will, in compliance with applicable Law, obtain the benefits and assume the obligations and bear the economic burdens associated with owning and operating a Deferred Asset for the period between the Closing Date shall not be delayed as a result of any Deferred Transfer and there shall be no change in the amount paid at the Closing pursuant to Section 2.9(a) as a result of any Deferred Transfer. Notwithstanding that legal title to the Deferred Closing with respect Businesses will not be transferred to such Deferred Asset, subject, in each case, to the actual occurrence, if at all, of the Deferred Closing with respect to such Deferred Asset. Notwithstanding the foregoing, during the period beginning Purchaser on the Closing Date and ending on Date, all provisions of this Agreement (including the earlier calculation of the Deferred Closing Date Net Working Capital Adjustment, the Closing Date Indebtedness, and the Deferred Closing Outside DateTransaction Expenses) shall apply to the Parties as though such transfer occurred at the Closing, except as Growth Partners may consent to the extent otherwise expressly provided in writing, the respective Seller shall conduct the operations of the Deferred Asset in the ordinary course consistent with past practice; provided that the respective Seller shall not, and shall not permit the Deferred Asset to: (i) except in the ordinary course of business, incur or assume any liabilities, obligations or indebtedness for borrowed money; (ii) make or pay any dividend or distribution, whether of cash or other assets on a non pro rata basis (such dividends or distributions to be paid to Growth Partners upon the applicable Deferred Closing Date); or (iii) sell, lease, license or otherwise dispose of any asset of the Deferred Asset to any Person except for sales of inventory or product in the ordinary course of businessthis Section 2.18. (c) At each Deferred Closing: (i) Purchaser shall deliver, or cause to be delivered, to Seller (or one or more Seller Entities designated by Seller) a counterpart signature page, duly executed by Purchaser, to the applicable Local Transfer Agreements relating to the NewCo Equity Interests, Purchased Assets or Assumed Liabilities being transferred or assumed at such Deferred Closing; (ii) Seller shall deliver, or cause to be delivered, to Purchaser, a counterpart signature page, duly executed by each applicable Seller Entity named as a party thereto, to the applicable Local Transfer Agreement relating to the NewCo Equity Interests, Purchased Assets or Assumed Liabilities being transferred or assumed at such Deferred Closing; and (iii) Seller shall deliver, or cause to be delivered, to Purchaser, instruments of transfer for transfer of the NewCo Equity Interests relating to the NewCo Entity being transferred at such Deferred Closing, if any, Growth Partners and the respective Seller shall execute and deliver joint written instructions to the Settlement Agent instructing the Settlement Agent to release from the Escrow Account to the Settlement Agent, on behalf of and in its capacity as agent for the respective Seller, by wire transfer to an account or accounts designated by the respective Seller (or by such designee), the portion of the Holdback Amount attributed to such Deferred Asset (as set forth in Annex B hereto). As promptly as practicable following the first (1st) anniversary of the date of this Agreement (as may be extended pursuant to the following proviso, the “Deferred Closing Outside Date”), Growth Partners and CEC shall execute and deliver joint written instructions to the Settlement Agent instructing the Settlement Agent to release any remaining Holdback Amount then held in the Escrow Account (or right or claim thereto) to Growth Partners, and the Purchase Price shall be adjusted downward to reflect any such relinquishment to Growth Partners (and the respective Seller shall have no further obligation to transfer any remaining Deferred Assets to Growth Partners); provided, however, that, as long as the respective Sellers are using their reasonable efforts to secure all requisite approvals, such Deferred Closing Outside Date shall be extended to the earlier of (i) the third (3rd) Business Day after the date on which all approvals from a Governmental Entity required to complete the applicable Deferred Closings are received and (ii) the third (3rd) anniversary of the date of this Agreement. (d) At each Deferred Closing, if any, (i) CAC and Growth Partners shall deliver to During the relevant Seller any of the documents or other deliverables required to be delivered pursuant to Section 10.2 to the extent related to the Deferred Asset and not previously delivered to the relevant Seller at the Closing, and (ii) the relevant Seller shall deliver to CAC and Growth Partners any of the documents or other deliverables required to be delivered pursuant to Section 10.3, to the extent related to the Deferred Asset and not previously delivered to CAC and/or Growth Partners at the Closing, provided that in the case of any Deferred Closing occurring more than thirty (30) days after period from the Closing Date, the relevant Seller shall deliver the certificate described in Section 10.3(f)(vDate through (and including) at such Deferred Closing (even if such Seller previously delivered such a certificate at the Closing). (e) In respect of each Deferred Asset, the respective Seller and Growth Partners shall continue to comply through the applicable Deferred Closing Date (the “Interim Period”), each Deferred Business will be held for Purchaser’s (or its designated Affiliate’s) benefit and account and will be managed and operated by Seller or its Affiliates for Purchaser’s (or its designated Affiliate’s) benefit and account. In furtherance of the foregoing, each of Seller and Purchaser shall reasonably cooperate with each other, to the extent permitted by applicable Law, to provide transition services or establish an agency relationship, secondment arrangement or other similar arrangement reasonably acceptable to Purchaser and Seller under which (i) Purchaser would obtain, to the fullest extent practicable and not prohibited by any applicable Law, the claims, rights and benefits of any such Deferred Closing Outside DateBusiness (and Seller would enforce such claims, rights and benefits at the direction of and for the benefit of Purchaser) and (ii) Purchaser will assume and bear the costs and the corresponding Assumed Liabilities with all covenants and agreements contained respect to such Deferred Business, in each case, in accordance with this Agreement that are required and pay, satisfy, perform or discharge when due any Assumed Liability arising thereunder, in each case, during the Interim Period. (e) During the Interim Period, subject to and as permitted by their terms applicable Law, Seller shall use commercially reasonable efforts to cause each Deferred Business to be performed prior operated in the ordinary course, but in all cases, subject to the Closing, terms and conditions of this Agreement (including Section 5.1) and the covenants of the Parties contained in Article IXother Transaction Documents. (f) For In the avoidance event that, as of doubtthe Closing, the U.K. NewCo has been formed and incorporated but has not implemented payroll and benefit services, Seller or any Affiliate of Seller shall provide local payroll or benefit services to U.K. NewCo on the same terms and conditions as mutually agreed between the Parties, directly or indirectly, through a Deferred Closing may apply to third-party 41 provider, on a Bifurcated Closingtransitional services basis until such local payroll or benefits administration are established by the U.K. NewCo. (g) Unless otherwise required The Parties hereby agree that they may amend or supplement the terms of this Section 2.18 by applicable Lawmutual written consent, for U.S. federal and applicable state income tax purposes, the Parties shall treat each Deferred Asset as having been transferred to Growth Partners on the Closing Dateincluding by e-mail.

Deferred Closings. (ai) If, as of the Closing, in any jurisdiction other than the United States, Canada, or the United Kingdom (each other such country, a “Deferred Closing DateJurisdiction”), (i) there is an applicable Law then in effect or a Governmental Entity shall have issued or entered an Order that is then in effect, either or both of which has the effect of restraining, enjoining, or making the Closing illegal the Purchase Transaction or otherwise prohibiting the its consummation of the purchase by Growth Partners of a Purchased Assetwith respect to such jurisdiction, or (ii) any material Permit filing with, notice to, or Gaming License that is permit, authorization, registration, consent or approval of a Governmental Entity required to consummate the purchase by Growth Partners Purchaser of the capital stock of a Purchased Asset or the contribution to Growth Partners of a Contributed Asset shall not have been obtained or (iii) any consent listed on Schedule 10.3(d) shall not have been obtained with respect to a Purchased Asset specified therein, then the closing of the transactions contemplated hereby Transferred Company (the “Deferred ClosingClosing Governmental Approvals”) has not been obtained, then, at Parent’s election and notwithstanding anything to the contrary in this Agreement, such Transferred Company (a “Deferred Transferred Company”) shall not be transferred to Purchaser or any of its Affiliates at the Closing (but the Closing shall otherwise occur with respect to the Transferred Companies (other than any Deferred Transferred Companies)). Thereafter, each such Purchased Asset Deferred Transferred Company shall be transferred to Purchaser (eachor its designated Subsidiary) on the fifth (5th) Business Day following the receipt, satisfaction or waiver of such Deferred Closing Governmental Approvals (a “Deferred Asset”) shall be deferred until (but shall occur on) the third (3rd) Business Day (Closing” and such date, a “Deferred Closing Date”) following the satisfaction or waiver (other than those conditions that by their nature can only be satisfied or waived at the Closing, but subject to the satisfaction or waiver of those conditions) of the conditions described in Section 10.4 with respect to such Deferred AssetTransferred Company. In no event shall the Closing Purchase Price payable by Purchaser at the Closing or the Final Purchase Price be reduced or deferred in respect of any Deferred Transferred Company or any Subsidiary thereof; provided, that the Cash, Indebtedness and Working Capital of any Deferred Transferred Companies and any Subsidiary thereof will be included in determining the Closing Adjustments and the Post-Closing Adjustments as of the Effective Time pursuant to Sections 2.4 through 2.7. (bii) Until With respect to any Deferred Transferred Company, between the Closing Date and the applicable Deferred Closing Date, Purchaser and Parent shall, and Parent shall cause the Sellers to, (i) subject to applicable Law and contractual obligations, use reasonable best efforts to cooperate in a mutually agreeable arrangement under which (A) Parent shall, and shall cause the Sellers or their applicable Subsidiaries to use reasonable best efforts to (I) provide Purchaser with the economic benefits and burdens that would accrue to it if such Deferred Transferred Company and its Subsidiaries were conveyed and transferred to it as of the Closing Date and (II) cooperate with Purchaser, at Purchaser’s expense, to enforce any rights of the Deferred Closing Outside Date Transferred Company and its Subsidiaries that are available against any third party; (B) the Deferred Transferred Company or its applicable Subsidiaries shall hold in trust for and pay to Purchaser promptly upon receipt thereof, any income, proceeds and other monies received; and (C) Purchaser shall (I) as defined belowagent or subcontractor for the applicable Deferred Transferred Company and Subsidiaries thereof, pay, perform and discharge fully when due the Liabilities of such Deferred Transferred Company and Subsidiaries and indemnify Parent and its Affiliates in respect of the foregoing, and (II) provide the Deferred Transferred Company and the Parent Group such maintenance, support or other services, products or payments as may be required in furtherance of the provisions of this Section 2.8(b), ; and (ii) the respective Seller and Growth Partners parties shall, to the extent consistent with any applicable legal or fiduciary obligation under applicable Law (including, for the avoidance of doubt, any Gaming Laws and Gaming Licenses), take all actions as are necessary such that Growth Partners will, in compliance with applicable permitted by Law, obtain treat Purchaser as the benefits and assume the obligations and bear the economic burdens associated with owning and operating a owner of any such Deferred Asset Transferred Company for the period between Tax purposes as of the Closing and the Deferred Closing with respect to such Deferred Asset, subject, in each case, to the actual occurrence, if at all, of the Deferred Closing with respect to such Deferred Asset. Notwithstanding the foregoing, during the period beginning on the Closing Date and ending on the earlier of the Deferred Closing Date and the Deferred Closing Outside Date, except as Growth Partners may consent in writing, the respective Seller shall conduct the operations of the Deferred Asset in the ordinary course consistent with past practice; provided that the respective Seller shall not, and shall not permit the Deferred Asset to: (i) except in the ordinary course of business, incur or assume any liabilities, obligations or indebtedness for borrowed money; (ii) make or pay any dividend or distribution, whether of cash or other assets on a non pro rata basis (such dividends or distributions to be paid to Growth Partners upon the applicable Deferred Closing Date); or (iii) sell, lease, license or otherwise dispose of any asset of the Deferred Asset to any Person except for sales of inventory or product in the ordinary course of business. (c) At each Deferred Closing, if any, Growth Partners and the respective Seller shall execute and deliver joint written instructions to the Settlement Agent instructing the Settlement Agent to release from the Escrow Account to the Settlement Agent, on behalf of and in its capacity as agent for the respective Seller, by wire transfer to an account or accounts designated by the respective Seller (or by such designee), the portion of the Holdback Amount attributed to such Deferred Asset (as set forth in Annex B hereto). As promptly as practicable following the first (1st) anniversary of the date of this Agreement (as may be extended pursuant to the following proviso, the “Deferred Closing Outside Date”), Growth Partners and CEC shall execute and deliver joint written instructions to the Settlement Agent instructing the Settlement Agent to release any remaining Holdback Amount then held in the Escrow Account (or right or claim thereto) to Growth Partners, and the Purchase Price shall be adjusted downward to reflect any such relinquishment to Growth Partners (and the respective Seller shall have no further obligation to transfer any remaining Deferred Assets to Growth Partners); provided, however, that, as long as the respective Sellers are using their reasonable efforts to secure all requisite approvals, such Deferred Closing Outside Date shall be extended to the earlier of (i) the third (3rd) Business Day after the date on which all approvals from a Governmental Entity required to complete the applicable Deferred Closings are received and (ii) the third (3rd) anniversary of the date of this Agreement. (diii) At each Deferred Closing, if any, (i) CAC and Growth Partners Purchaser shall deliver to Parent (on behalf of the relevant Seller any of Seller) the documents or other deliverables required to be delivered pursuant to Section 10.2 2.3(b)(ii) to the extent related to the Deferred Asset Transferred Company and not previously delivered to Parent (on behalf of the relevant Seller Seller) at the Closing, and (ii) Parent shall, and shall cause the relevant Seller shall to, deliver to CAC and Growth Partners any of Purchaser the documents or other deliverables required to be delivered pursuant to Section 10.3, 2.3(b)(i) to the extent related to the Deferred Asset Transferred Company and not previously delivered to CAC and/or Growth Partners Purchaser at the Closing, provided that in the case of any Deferred Closing occurring more than thirty (30) days after the Closing Date, the relevant Seller shall deliver the certificate described in Section 10.3(f)(v) at such Deferred Closing (even if such Seller previously delivered such a certificate at the Closing). (eiv) In respect of each Deferred AssetTransferred Company, Purchaser and Parent shall, and Parent shall cause the respective Seller and Growth Partners shall Sellers to, continue to comply through the applicable Deferred Closing Date (or Date, solely with respect to such Deferred Closing Outside Date) Transferred Company, with all covenants and agreements contained in this Agreement that are required by their terms to be performed prior to the Closing, including the covenants of the Parties Sellers contained in Article IXSection 5.4 and the covenants of the parties contained in Section 5.3. Section 5.14 shall not apply with respect to such Deferred Transferred Company until the Deferred Closing Date. (fv) For Unless the avoidance of doubtcontext clearly requires otherwise, a all references in this Agreement to the “Closing” and the “Closing Date” shall, with respect to any Deferred Transferred Company, be deemed to refer to the “Deferred Closing” and the “Deferred Closing may apply to a Bifurcated ClosingDate,” respectively. (g) Unless otherwise required by applicable Law, for U.S. federal and applicable state income tax purposes, the Parties shall treat each Deferred Asset as having been transferred to Growth Partners on the Closing Date.

Deferred Closings. (ai) If, as of the Closing, in any country other than a Primary Jurisdiction (any such country, a “Deferred Closing DateJurisdiction”), (iA) there is an applicable Law then in effect in the Deferred Closing Jurisdiction or a Governmental Entity in the Deferred Closing Jurisdiction shall have issued or entered an Order that is then in effect, either or both of which has the effect of restraining, enjoining, or making illegal the Purchase Transaction transactions contemplated by this Agreement or otherwise prohibiting the consummation of the purchase by Growth Partners Sale or the transactions contemplated hereby with respect to such jurisdiction or to occur outside of such jurisdiction, (B) any filing with, notice to, or permit, authorization, registration, consent or approval of a Purchased Asset, (ii) any material Permit or Gaming License Governmental Entity in the Deferred Closing Jurisdiction that is required to consummate the purchase by Growth Partners Purchaser of the Shares of a Purchased Asset Transferred Company (or the contribution to Growth Partners indirect purchase of a Contributed Asset Subsidiary thereof) incorporated or organized in the Deferred Closing Jurisdiction (the “Deferred Closing Governmental Approvals”) shall not have been obtained or (iiiC) any consent listed on Section 2.9(b) of the Seller Disclosure Schedule 10.3(d) shall not have been obtained with respect to a Purchased Asset the Transferred Company specified thereintherein (the “Specified Deferred Business”), then the closing of the transactions contemplated hereby (the “Deferred Closing”) with respect to such Purchased Asset Transferred Company (or Transferred Companies) (each, a “Deferred AssetBusiness”) shall be deferred until (but shall occur on) the third (3rd) Business Day (a “Deferred Closing Date”) following the satisfaction or waiver (other than those conditions that by their nature can only be satisfied or waived at the Closing, but subject to the satisfaction or waiver of those conditions) of the conditions described in Section 10.4 8.4 with respect to such Deferred AssetBusiness. (bii) Until the Deferred Closing Outside Date (as defined below)Date, the respective Seller Parent, Sellers and Growth Partners Purchaser shall, to the extent consistent with any contractual obligation or any applicable legal or fiduciary obligation under applicable Law Law, use reasonable best efforts to cooperate in a mutually agreeable arrangement under which Purchaser (including, for the avoidance or one or more of doubt, any Gaming Laws and Gaming Licenses), take all actions as are necessary such that Growth Partners willits Affiliates) would, in compliance with applicable Law, obtain the benefits and assume the obligations and bear the economic burdens associated with owning and operating a Deferred Asset Business for the period between the Closing and the Deferred Closing with respect to such Deferred Asset, subject, in each case, to the actual occurrence, if at all, of the Deferred Closing with respect to such Deferred AssetBusiness. Notwithstanding the foregoing, during the period beginning on the Closing Date and ending on the earlier of the Deferred Closing Date and the Deferred Closing Outside Date, except as Growth Partners Purchaser may consent in writing, the respective Seller Parent shall conduct the operations of the Deferred Asset Business in the ordinary course consistent with past practice; practice (provided that (x) Purchaser shall promptly reimburse Parent for any amounts invested by any member of the respective Seller Parent Group in such Deferred Business in the ordinary course consistent with past practice (“Deferred Business Investments”), (y) Parent shall have no obligation to and shall not make any Deferred Business Investments that, individually, or in the aggregate, exceed $1,000,000 without the prior consent of Purchaser and (z) Parent shall provide Purchaser with reasonable advance notice of Parent’s intent to make a Deferred Business Investment), and Parent shall not, and shall not permit the Deferred Asset Business to: (iA) except in the ordinary course of business, incur or assume any liabilities, obligations or indebtedness for borrowed money; (iiB) make or pay any dividend or distribution, whether of cash or other assets on a non pro rata basis (such dividends or distributions to be paid to Growth Partners Purchaser upon the applicable Deferred Closing Date); or (iiiC) sell, lease, license or otherwise dispose of any asset of the Deferred Asset Business to any Person except for sales of inventory or product in the ordinary course of business. (ciii) At each Deferred Closing, if any, Growth Partners Purchaser and the respective Seller Parent shall execute and deliver joint written instructions to the Settlement Escrow Agent instructing the Settlement Escrow Agent to release from the Escrow Account to the Settlement AgentParent (or to a designee of Parent), on behalf of and in its capacity as agent for the respective each Seller, by wire transfer to an account or accounts designated by the respective Seller Parent (or by such designee), an amount equal to the portion Deferred Purchase Price in respect of the Holdback Amount attributed to such Deferred Asset Business (as set forth in Annex B Schedule IV hereto, as such Schedule IV may be updated by mutual agreement of the Parties hereto prior to the Closing Date). As promptly as practicable following the first (1st) anniversary of the date of this Agreement (as may be extended pursuant to the following proviso, the “Deferred Closing Outside Date”), Growth Partners Purchaser and CEC Parent shall execute and deliver joint written instructions to the Settlement Escrow Agent instructing the Settlement Escrow Agent to release any remaining Holdback Amount then held in the Escrow Account (or right or claim thereto) to Growth PartnersPurchaser, and the Cash Consideration and the Purchase Price shall be adjusted downward to reflect any such relinquishment to Growth Partners (and the respective Seller shall have no further obligation to transfer any remaining Deferred Assets to Growth Partners)Purchaser; provided, however, that, however that as long as the respective Sellers are using their reasonable efforts to secure all requisite approvals, such Deferred Closing Outside Date shall be extended to the earlier of (iA) the third (3rd) Business Day after the date on which all approvals from a Governmental Entity required to complete the applicable Deferred Closings are received and (iiB) the third (3rd) anniversary of the date of this Agreement. (div) At each Deferred Closing, if any, (iA) CAC and Growth Partners Purchaser shall deliver to the relevant Seller any of the documents or other deliverables required to be delivered pursuant to Section 10.2 2.3(b)(ii) to the extent related to the Deferred Asset Business and not previously delivered to the relevant Seller at the Closing, and (iiB) the relevant Seller shall deliver to CAC and Growth Partners Purchaser any of the documents or other deliverables required to be delivered pursuant to Section 10.3, 2.3(b)(i) to the extent related to the Deferred Asset Business and not previously delivered to CAC and/or Growth Partners Purchaser at the Closing, provided that in the case of any Deferred Closing occurring more than thirty (30) days after the Closing Date, the relevant Seller shall deliver the certificate described in Section 10.3(f)(v) at such Deferred Closing (even if such Seller previously delivered such a certificate at the Closing). (ev) In respect of each Deferred AssetBusiness, the respective Seller Sellers and Growth Partners Purchaser shall continue to comply through the applicable Deferred Closing Date (or Deferred Closing Outside Date) with all covenants and agreements contained in this Agreement that are required by their terms to be performed prior to the Closing, including the covenants of Sellers contained in Section 5.4 and the covenants of the Parties contained in Article IXSection 5.3. (fvi) For If any equity interests of the avoidance of doubtSpecified Deferred Business not currently owned, a directly or indirectly, by Parent, are acquired by Parent following the date hereof and prior to the Closing Date or Deferred Closing may apply to Date, as applicable, including as a Bifurcated Closing. result of the exercise of the rights identified on Section 2.9(b) of the Seller Disclosure Schedule, (gA) Unless otherwise required by applicable Law, for U.S. federal and applicable state income tax purposes, the Parties equity interests so acquired shall treat each Deferred Asset as having been be transferred to Growth Partners on Purchaser at the Closing Date or Deferred Closing Date, as applicable, (B) Parent shall pay or cause to be paid the purchase price therefor, up to the amount specified in Section 2.9(b)(vi) of the Seller Disclosure Schedule, and (C) each of Parent and Purchaser shall pay or cause to be paid 50% of the excess of the purchase price therefor over Section 2.9(b)(vi) of the Seller Disclosure Schedule. Parent and Purchaser shall jointly control any negotiations with respect to such acquisition, and neither Parent nor Purchaser shall agree to any acquisition without the other’s consent (not to be unreasonably withheld, conditioned or delayed).