Common use of Initial Closing Clause in Contracts

Initial Closing. (a) The Initial Closing shall take place (i) on a Business Day specified by the Class A Purchaser in a notice to the Company and the Class B Purchasers (the “Notice of Initial Closing”), following the satisfaction or waiver of the conditions set forth in Section 2.03, Section 2.04, Section 2.05, and Section 2.06 (other than those conditions that by their nature are to be satisfied at the Initial Closing, but subject to the fulfillment or waiver of those conditions at the Initial Closing) but which shall take place (A) no earlier than twelve (12) Business Days after receipt by the Class B Purchasers of the Notice of Initial Closing; provided that the Initial Closing shall not occur (I) prior to the Inside Date or (II) during the last fifteen (15) days of any calendar quarter (other than the fourth quarter of 2020, in which case, the Initial Closing shall not occur on any date after December 18, 2020) and (B) no later than the Drop-Dead Date, or (ii) at such other time and place as the Purchasers may agree, subject, in each case, to the satisfaction or waiver of the conditions set forth in Section 2.03, Section 2.04, Section 2.05, and Section 2.06 at the Initial Closing. (b) The Parties agree that the Class A Purchaser shall be required to deliver the Notice of Initial Closing no later than twelve (12) Business Days prior to the Drop-Dead Date, and to the extent such Notice of Initial Closing has not been delivered by such date, such Notice of Initial Closing shall be deemed to have been given for the entire Class B Purchase Price, and the Initial Closing shall occur on the Drop-Dead Date, subject to the satisfaction or waiver of the conditions set forth in Section 2.03, Section 2.04, Section 2.05, and Section 2.06 on such date. (c) The Initial Closing shall take place at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP at One Xxxxxx Square, Wilmington, Delaware (or such other location as agreed to by the Company and the Purchasers).

Initial Closing. (a) The Initial Closing shall take place (i) on a Business Day specified by On the Class A Purchaser in a notice to terms of this Agreement, the Company and initial closing of the Class B Purchasers Purchase (the “Notice of Initial Closing”), following ) shall occur at 10:00 a.m. (New York City time) on the satisfaction or waiver first Business Day after all of the conditions to the Closing set forth in Section 2.03Article VI of this Agreement have been satisfied or, Section 2.04to the extent permitted by applicable Law, Section 2.05, and Section 2.06 waived by the party entitled to the benefit thereof (other than those conditions that by their nature are to be satisfied at the Initial Closing, but subject to the fulfillment or waiver of those conditions at the Initial Closing) but which shall take place (A) no earlier than twelve (12) Business Days after receipt by the Class B Purchasers of the Notice of Initial Closing; provided that the Initial Closing shall not occur (I) prior to the Inside Date or (II) during the last fifteen (15) days of any calendar quarter (other than the fourth quarter of 2020, in which case, the Initial Closing shall not occur on any date after December 18, 2020) and (B) no later than the Drop-Dead Date, or (ii) at such other time and place as the Purchasers may agree, subject, in each case, to the satisfaction or waiver of the conditions set forth in Section 2.03, Section 2.04, Section 2.05, and Section 2.06 at the Initial Closing. (b) The Parties agree that the Class A Purchaser shall be required to deliver the Notice of Initial Closing no later than twelve (12) Business Days prior to the Drop-Dead Date, and to the extent such Notice of Initial Closing has not been delivered by such date, such Notice of Initial Closing shall be deemed to have been given for the entire Class B Purchase Price, and the Initial Closing shall occur on the Drop-Dead Date, subject to the satisfaction or waiver of the those conditions set forth in Section 2.03, Section 2.04, Section 2.05, and Section 2.06 on at such date. (ctime) The Initial Closing shall take place at the offices of SkaddenXxxxxxx Xxxxxxx, ArpsLLP, Slate000 Xxxxx Xxxxxx, Xxxxxxx & Xxxx LLP Xxxxx 000, Xxxxxxx, Xxxxxxxxxxxxx 00000, or at One Xxxxxx Square, Wilmington, Delaware (or such other location place, time and date as shall be agreed to by between the Company and the PurchasersPurchasers (the date on which the Initial Closing occurs, the “Initial Closing Date”). (b) At the Initial Closing: (i) the Company shall deliver to the Purchasers (1) the Acquired Shares purchased by them at the Initial Closing free and clear of all Liens, except restrictions on transfer imposed by the Securities Act and any applicable securities Laws, and (2) the Registration Rights Agreement and the Board Observer Agreement, each duly executed by the Company. (ii) the Purchasers shall (1) pay the Purchase Price for the Acquired Shares purchased by them at the Initial Closing to the Company, by wire transfer in immediately available U.S. federal funds, to the account designated by the Company in writing, and (2) deliver to the Company the Registration Rights Agreement and the Board Observer Agreement, each duly executed by the applicable Purchasers.

Initial Closing. (a) The initial closing of the purchase and sale of the Securities (the “Initial Closing”) will take place on the date hereof (the “Initial Closing shall take place Date”) at the offices of Xxxxx Xxxxxx Xxxxxx, LLP, legal counsel to the Company (i) on a Business Day specified “Company Counsel”), at Xxx Xxxxx Xxxxxx, Xxxxxxxxx Xxx Xxxx 00000, or remotely by the Class A Purchaser in a notice to exchange of electronic copies as the Company and the Class B Initial Purchasers (the “Notice of Initial Closing”), following the satisfaction or waiver of the conditions set forth in Section 2.03, Section 2.04, Section 2.05, and Section 2.06 (other than those conditions that by their nature are to be satisfied at the Initial Closing, but subject to the fulfillment or waiver of those conditions at the Initial Closing) but which shall take place (A) no earlier than twelve (12) Business Days after receipt by the Class B Purchasers of the Notice of Initial Closing; provided that the Initial Closing shall not occur (I) prior to the Inside Date or (II) during the last fifteen (15) days of any calendar quarter (other than the fourth quarter of 2020, in which case, the Initial Closing shall not occur on any date after December 18, 2020) and (B) no later than the Drop-Dead Date, or (ii) at such other time and place as the Purchasers may mutually agree, subject, in each case, to the satisfaction or waiver of the conditions set forth in Section 2.03, Section 2.04, Section 2.05, and Section 2.06 at the Initial Closing. (b) The Parties agree that the Class A Purchaser shall be required to deliver the Notice of Initial Closing no later than twelve (12) Business Days prior to the Drop-Dead Date, and to the extent such Notice of Initial Closing has not been delivered by such date, such Notice of Initial Closing shall be deemed to have been given for the entire Class B Purchase Price, and At the Initial Closing Closing, the Company shall occur on the Drop-Dead Date, subject deliver to the satisfaction or waiver of the conditions each Initial Purchaser (against such Initial Purchaser’s deliveries set forth in Section 2.032.2(c)): (i) a Note, Section 2.04duly executed by the Company, Section 2.05, and Section 2.06 payable to such Initial Purchaser in the principal amount equal to the Purchase Price set forth on such dateInitial Purchaser’s counterpart signature page to this Agreement; and (ii) a Warrant, duly executed by the Company, issued in the name of such Initial Purchaser to purchase the number of shares of Common Stock equal to 10% of the number of shares of Common Stock initially issuable on conversion of such Purchaser’s Note. (c) The At the Initial Closing Closing, each Initial Purchaser shall take place at deliver to the offices Company (against the Company’s deliveries set forth in Section 2.2(b)): (i) the Purchase Price set forth on such Initial Purchaser’s counterpart signature page to this Agreement, by check or wire transfer of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP at One Xxxxxx Square, Wilmington, Delaware (or such other location as agreed immediately available funds to the account designated by the Company in writing for such purpose; and (ii) an Accredited Investor Questionnaire, completed and duly executed by the Purchasers).Initial Purchaser, together with the information specified therein necessary for the Company to verify that the Initial Purchaser is an “accredited investor” as defined in Regulation D.

Initial Closing. (a) The On the Initial Closing shall take place (i) on a Business Day specified by Date, upon the Class A Purchaser in a notice terms and subject to the Company and the Class B Purchasers (the “Notice of Initial Closing”), following the satisfaction or waiver of the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the Lead Investor and/or the Paragon Introduced Investors, the Company agrees to sell, and the Lead Investor and/or the Paragon Introduced Investors agree, severally and not jointly, to purchase for an aggregate purchase price of $1,500,000: (i) shares of Preferred Stock with an aggregate Stated Value equal to such Purchaser's Subscription Amount and (ii) Warrants as determined pursuant to Section 2.2(a). The aggregate number of shares of Preferred Stock sold at the Initial Closing shall be 2,726,550 shares. At or prior to the Initial Closing, the Lead Investor and/or each of the Paragon Introduced Investors, as applicable, shall deliver to the Escrow Agent, via wire transfer or a certified check, immediately available funds equal to its Subscription Amount and the Company shall deliver to the Escrow Agent, shares of Preferred Stock and Warrants as determined pursuant to Section 2.2(a), and the Company, on the one hand, and the Lead Investor and/or each of the Paragon Introduced Investors, as applicable, on the other hand, shall deliver the other items set forth in Section 2.03, Section 2.04, Section 2.05, and Section 2.06 (other than those conditions that by their nature are to be satisfied 2.2 deliverable at the Initial Closing, but subject to the fulfillment or waiver of those conditions at the Initial Closing) but which shall take place (A) no earlier than twelve (12) Business Days after receipt by the Class B Purchasers . Upon satisfaction of the Notice of Initial Closing; provided that the Initial Closing shall not occur (I) prior to the Inside Date or (II) during the last fifteen (15) days of any calendar quarter (other than the fourth quarter of 2020, covenants and conditions set forth in which caseSections 2.2 and 2.3, the Initial Closing shall not occur on any date after December 18, 2020) and (B) no later than the Drop-Dead Date, or (ii) at such other time and place as the Purchasers may agree, subject, in each case, to the satisfaction or waiver of the conditions set forth in Section 2.03, Section 2.04, Section 2.05, and Section 2.06 at the Initial Closing. (b) The Parties agree that the Class A Purchaser shall be required to deliver the Notice of Initial Closing no later than twelve (12) Business Days prior to the Drop-Dead Date, and to the extent such Notice of Initial Closing has not been delivered by such date, such Notice of Initial Closing shall be deemed to have been given for the entire Class B Purchase Price, and the Initial Closing shall occur on the Drop-Dead Date, subject to the satisfaction or waiver of the conditions set forth in Section 2.03, Section 2.04, Section 2.05, and Section 2.06 on such date. (c) The Initial Closing shall take place at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP at One Xxxxxx Square, Wilmington, Delaware (the Lead Investor Counsel or such other location as agreed to by the parties shall mutually agree and the Company and the PurchasersLead Investor shall deliver to the Escrow Agent the Escrow Release Notice (as defined in the Escrow Agreement), duly executed.

Initial Closing. (a) The At the Initial Closing Closing, if appropriate, the --------------- Buyer shall take place deliver to or at the direction of the Required Sellers duly executed and properly acknowledged, relating to the Ownership Shares being sold, assigned or transferred at such Closing: (i) on the Relevant Facility Purchase Price, the Relevant Fuel Purchase Price, the Relevant Unit 2 Purchase Price, the NAEC Real Property Purchase Price and amounts due from the Buyer, if any, for the Estimated Adjustment pursuant to Section 2.6(d); (ii) an Assignment and Assumption Agreement; (iii) the Asset Demarcation Agreement; (iv) the Interconnection Agreement; (v) an Interim Services Agreement; (vi) the Acceptable Guaranty; (vii) the Agreement to Amend Transmission Support Agreement; (viii) evidence of the Buyer's membership in NEPOOL; (ix) a Business Day specified by certificate from an authorized officer of the Class A Purchaser in a notice Buyer, dated the Initial Closing Date, to the Company and the Class B Purchasers (the “Notice of Initial Closing”)effect that, following the satisfaction or waiver of to such officer's Knowledge, the conditions set forth in Section 2.03Sections 6.2(a), Section 2.046.2(b), Section 2.056.2(d), 6.2(e), 6.2(f), 6.2(g), 6.2(h), 6.2(i) and 6.2(l) have been satisfied; (x) a copy, certified by an authorized officer of the Buyer, of resolutions authorizing the execution and delivery of this Agreement and the Related Agreements to which the Buyer is a party and instruments attached as exhibits hereto and thereto, and Section 2.06 the consummation of the transactions contemplated hereby and thereby; (xi) a certificate of an authorized officer of the Buyer which shall identify by name and title and bear the signature of the officers of the Buyer authorized to execute and deliver this Agreement and the Related Agreements to which the Buyer is a party and instruments attached as exhibits hereto and thereto; (xii) a certificate of good standing with respect to the Buyer (dated as of a recent date prior to the Initial Closing Date) issued by the Secretary of State of the State of Delaware; (xiii) a certificate of good standing with respect to the Buyer (dated as of a recent date prior to the Initial Closing Date) issued by the Secretary of State of the State of New Hampshire; (xiv) an opinion or opinions from one or more counsel to the Buyer (who shall be reasonably satisfactory to the Required Sellers), dated the Initial Closing Date and reasonably satisfactory in form to the Sellers and their counsel, covering substantially the matters set forth in Schedule 2.12; ------------- (xv) such other than those conditions that by their nature agreements, consents, documents, instruments and writings as are reasonably required to be satisfied delivered by the Buyer at or prior to such Closing Date pursuant to this Agreement or the Related Agreements or otherwise reasonably required in connection herewith or therewith, including all such other instruments of assumption as the Seller Representatives or their counsel may reasonably request in connection with the purchase of the Acquired Assets or the transactions contemplated hereby; and (xvi) to the extent no Seller Easements exist at the Initial ClosingClosing Date, but subject an Easement Agreement executed by the Buyer with respect to the fulfillment or waiver of those conditions at the Initial Closing) but which shall take place (A) no earlier than twelve (12) Business Days after receipt by the Class B Purchasers of the Notice of Initial Closing; provided that the Initial Closing shall not occur (I) prior to the Inside Date or (II) during the last fifteen (15) days of any calendar quarter (other than the fourth quarter of 2020, in which case, the Initial Closing shall not occur on any date after December 18, 2020) and (B) no later than the Drop-Dead Date, or (ii) at such other time and place as the Purchasers may agree, subject, in each case, to the satisfaction or waiver of the conditions set forth in Section 2.03, Section 2.04, Section 2.05, and Section 2.06 Ownership Shares it acquires at the Initial Closing. (b) The Parties agree that the Class A Purchaser shall be required to deliver the Notice of Initial Closing no later than twelve (12) Business Days prior to the Drop-Dead Date, and to the extent such Notice of Initial Closing has not been delivered by such date, such Notice of Initial Closing shall be deemed to have been given for the entire Class B Purchase Price, and the Initial Closing shall occur on the Drop-Dead Date, subject to the satisfaction or waiver of the conditions set forth in Section 2.03, Section 2.04, Section 2.05, and Section 2.06 on such date. (c) The Initial Closing shall take place at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP at One Xxxxxx Square, Wilmington, Delaware (or such other location as agreed to by the Company and the Purchasers).

Initial Closing. The initial closing of the transactions contemplated hereby (athe "Initial Closing") The Initial Closing shall take place (i) beginning at 10:00 a.m., Chicago time, on a Business Day specified the Initial Closing Date at the offices of Neal, Xxrber & Eisexxxxx, Xxo Xxxxx XxXxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000 xx at such other place or time as the parties hereto shall agree. Upon receipt by the Class A Purchaser Indenture Trustee on the Initial Closing Date of the full amount of the Owner Participant's Commitment in a notice to respect of the Company Units delivered on the Initial Closing Date and the Class B Purchasers (Loan Participant's Commitment in respect of the “Notice Units delivered on the Initial Closing Date, the Indenture Trustee on behalf of Initial Closing”)the Owner Trustee shall, following the satisfaction or waiver of subject to the conditions set forth in Section 2.03, Section 2.04, Section 2.05, Sections 4.1 and Section 2.06 (other than those conditions that by their nature are to be satisfied at the Initial Closing, but subject 4.3 having been fulfilled to the fulfillment satisfaction of the Owner Participant or waiver of those conditions at the Initial Closing) but which shall take place (A) no earlier than twelve (12) Business Days after receipt waived by the Class B Purchasers of Owner Participant, pay to the Notice of Initial Closing; provided that Lessee from the funds then held by it, in immediately available funds, an amount equal to the Equipment Cost for the Units delivered on the Initial Closing Date, and simultaneously therewith, (i) the Lessee shall not occur (I) prior deliver such Units to the Inside Date or Owner Trustee, (IIii) during the last fifteen (15) days of any calendar quarter (other than Owner Trustee shall, pursuant to the fourth quarter of 2020Lease, in which case, lease and deliver the Equipment delivered on the Initial Closing shall not occur on any date after December 18, 2020) and (B) no later than the Drop-Dead Date, or (ii) at such other time and place as the Purchasers may agree, subject, in each case, Date to the satisfaction or waiver of the conditions set forth in Section 2.03, Section 2.04, Section 2.05, and Section 2.06 at the Initial Closing. (b) The Parties agree that the Class A Purchaser shall be required to deliver the Notice of Initial Closing no later than twelve (12) Business Days prior to the Drop-Dead Date, and to the extent such Notice of Initial Closing has not been delivered by such date, such Notice of Initial Closing shall be deemed to have been given for the entire Class B Purchase PriceLessee, and the Initial Closing shall occur on the Drop-Dead DateLessee, subject pursuant to the satisfaction or waiver Lease, shall accept delivery of such Units under the Lease, such lease, delivery and acceptance of the conditions set forth in Section 2.03, Section 2.04, Section 2.05, and Section 2.06 on such date. (c) The Initial Closing Units under the Lease shall take place at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP at One Xxxxxx Square, Wilmington, Delaware (or such other location as agreed to be conclusively evidenced by the Company execution and delivery by the Purchasers).Lessee and

Initial Closing. (a) The At the Initial Closing Closing, if appropriate, the Buyer shall take place deliver to or at the direction of the Required Sellers duly executed and properly acknowledged, relating to the Ownership Shares being sold, assigned or transferred at such Closing: (i) on the Relevant Facility Purchase Price, the Relevant Fuel Purchase Price, the Relevant Unit 2 Purchase Price, the NAEC Real Property Purchase Price and amounts due from the Buyer, if any, for the Estimated Adjustment pursuant to Section 2.6(d); (ii) an Assignment and Assumption Agreement; (iii) the Asset Demarcation Agreement; (iv) the Interconnection Agreement; (v) an Interim Services Agreement; (vi) the Acceptable Guaranty; (vii) the Agreement to Amend Transmission Support Agreement; (viii) evidence of the Buyer's membership in NEPOOL; (ix) a Business Day specified by certificate from an authorized officer of the Class A Purchaser in a notice Buyer, dated the Initial Closing Date, to the Company and the Class B Purchasers (the “Notice of Initial Closing”)effect that, following the satisfaction or waiver of to such officer's Knowledge, the conditions set forth in Section 2.03Sections 6.2(a), Section 2.046.2(b), Section 2.056.2(d), 6.2(e), 6.2(f), 6.2(g), 6.2(h), 6.2(i) and 6.2(l) have been satisfied; (x) a copy, certified by an authorized officer of the Buyer, of resolutions authorizing the execution and delivery of this Agreement and the Related Agreements to which the Buyer is a party and instruments attached as exhibits hereto and thereto, and Section 2.06 the consummation of the transactions contemplated hereby and thereby; (xi) a certificate of an authorized officer of the Buyer which shall identify by name and title and bear the signature of the officers of the Buyer authorized to execute and deliver this Agreement and the Related Agreements to which the Buyer is a party and instruments attached as exhibits hereto and thereto; (xii) a certificate of good standing with respect to the Buyer (dated as of a recent date prior to the Initial Closing Date) issued by the Secretary of State of the State of Delaware; (xiii) a certificate of good standing with respect to the Buyer (dated as of a recent date prior to the Initial Closing Date) issued by the Secretary of State of the State of New Hampshire; (xiv) an opinion or opinions from one or more counsel to the Buyer (who shall be reasonably satisfactory to the Required Sellers), dated the Initial Closing Date and reasonably satisfactory in form to the Sellers and their counsel, covering substantially the matters set forth in Schedule 2.12; (xv) such other than those conditions that by their nature agreements, consents, documents, instruments and writings as are reasonably required to be satisfied delivered by the Buyer at or prior to such Closing Date pursuant to this Agreement or the Related Agreements or otherwise reasonably required in connection herewith or therewith, including all such other instruments of assumption as the Seller Representatives or their counsel may reasonably request in connection with the purchase of the Acquired Assets or the transactions contemplated hereby; and (xvi) to the extent no Seller Easements exist at the Initial ClosingClosing Date, but subject an Easement Agreement executed by the Buyer with respect to the fulfillment or waiver of those conditions at the Initial Closing) but which shall take place (A) no earlier than twelve (12) Business Days after receipt by the Class B Purchasers of the Notice of Initial Closing; provided that the Initial Closing shall not occur (I) prior to the Inside Date or (II) during the last fifteen (15) days of any calendar quarter (other than the fourth quarter of 2020, in which case, the Initial Closing shall not occur on any date after December 18, 2020) and (B) no later than the Drop-Dead Date, or (ii) at such other time and place as the Purchasers may agree, subject, in each case, to the satisfaction or waiver of the conditions set forth in Section 2.03, Section 2.04, Section 2.05, and Section 2.06 Ownership Shares it acquires at the Initial Closing. (b) The Parties agree that the Class A Purchaser shall be required to deliver the Notice of Initial Closing no later than twelve (12) Business Days prior to the Drop-Dead Date, and to the extent such Notice of Initial Closing has not been delivered by such date, such Notice of Initial Closing shall be deemed to have been given for the entire Class B Purchase Price, and the Initial Closing shall occur on the Drop-Dead Date, subject to the satisfaction or waiver of the conditions set forth in Section 2.03, Section 2.04, Section 2.05, and Section 2.06 on such date. (c) The Initial Closing shall take place at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP at One Xxxxxx Square, Wilmington, Delaware (or such other location as agreed to by the Company and the Purchasers).

Initial Closing. 5.1 The closing of the sale of the MLU Shares and the SDG Shares (the “Initial Closing”) shall be held at the office of the Notary at Xxxxxxxxxxxxx 000; 0000 XX Xxxxxxxxx at 12:00 p.m. on the ​ Initial Closing Date (which shall occur no later than five (5) Business Days after the date of this Agreement), or such other place, date or time as the Parties shall agree. 5.2 At the Initial Closing (unless already having occurred prior to Initial Closing), the Parties shall deliver to the Notary or shall procure to be delivered to the Notary: (a) The a duly signed and dated version of this Agreement; (b) (in the case of Yandex) the original shareholders registers of each of MLU and SDG; (c) a power of attorney in favor of the Notary and the employees of Van Doorne N.V. to execute the relevant Notarial Transfer Deed and perform any acts required in relation thereto, duly executed in accordance with the signing instructions by each of the Sellers, Uber, Yandex, SDG and MLU; (d) a resolution executed by its board of directors, or a duly authorized committee thereof, approving entry by each Party into this Agreement and the transfers of the MLU Sale Shares and the SDG Sale Shares; (e) (in the case of the Sellers) copies of any resolutions and approvals required to effectuate the transfer of the MLU Sale Shares and the SDG Sale Shares; (f) resignation letters of [***] and [***] relating to their resignation as supervisory director of SDG, effective as per the moment of the execution of the relevant Notarial Transfer Deed; (g) (in the case of Yandex) copies of any resolutions and approvals required to effectuate the payment of the Initial Closing shall take place Cash Consideration; (h) a resolution executed by the general meeting of SDG accepting the resignation of [***] and [***]; (i) on an analysis of the material tax consequences of the Demerger in the Netherlands and Russia, prepared by appropriate outside Tax counsel and/or a Business Day member of the “Big Four” (or, in respect of Russia, by the Yandex Head of Tax; provided that Yandex shall deliver an analysis by a member of the “Big Four” within thirty (30) days following the Initial Closing), with respect to each such jurisdiction, in form and substance reasonably acceptable to Uber; (j) a duly completed and executed Internal Revenue Service Form 8832 for each Tax Relevant Entity (as defined below) specified by the Class A Purchaser in a notice Uber at least two (2) days prior to the Company Initial Closing; and (k) duly signed (and, where necessary, witnessed) versions of each of: (i) the Deed of Termination; (ii) the Deed of SHA Novation; (iii) the Deed of SHA Amendment; (iv) the Amended Deed of Covenant; (v) the Amended Trademark License; and (vi) the Reimbursement Agreement, which shall be delivered, released and dated by the parties thereto at Initial Closing, the Deed of SHA Novation being delivered and released immediately before the Deed of SHA Amendment. 5.3 Conditional upon compliance by the Parties with their obligations under Clause 5.2, to be confirmed by the Notary to Yandex and the Class B Purchasers Sellers by email, Yandex shall transfer or cause to be transferred the Initial Closing Cash Consideration to the Uber Bank Account by wire transfer of immediately available funds. 5.4 Yandex shall procure that the Notary and Sellers shall receive a copy of the SWIFT message, evidencing that an amount equal to the Initial Closing Cash Consideration has been debited from the Yandex Bank Account (the “Notice of Initial ClosingClosing SWIFT Confirmation”), following the satisfaction or waiver . 5.5 Immediately upon receipt of the conditions set forth in Section 2.03Initial Closing SWIFT Confirmation, Section 2.04the Notary shall (and the Parties shall procure that the Notary shall and pursuant to this Agreement and the powers of attorney from each of Sellers and Yandex, Section 2.05, the Notary is hereby irrevocably and Section 2.06 (other than those conditions that by their nature are to be satisfied at fully authorized to) execute the relevant Notarial Transfer Deed. 5.6 With effect from the Initial Closing, but subject all of the Sellers’ rights in and to the fulfillment MLU Sale Shares and the SDG Sale Shares shall terminate, and title, ownership and all of the rights, preferences, privileges and obligations associated with all such shares shall vest in Yandex. 5.7 At or waiver of those conditions at prior to the Initial Closing) but which , each Party shall take place (A) no earlier than twelve (12) Business Days after receipt by the Class B Purchasers of the Notice of Initial Closing; provided that the Initial Closing such actions and execute such additional documents, certificates and instruments and take such other steps as shall not occur (I) prior be reasonably necessary to give effect to the Inside Date or (II) during the last fifteen (15) days of any calendar quarter (other than the fourth quarter of 2020, in which case, the Initial Closing shall not occur on any date after December 18, 2020) and (B) no later than the Drop-Dead Date, or (ii) at such other time and place as the Purchasers may agree, subject, in each case, transactions contemplated to the satisfaction or waiver of the conditions set forth in Section 2.03, Section 2.04, Section 2.05, and Section 2.06 at the Initial Closing. (b) The Parties agree that the Class A Purchaser shall be required to deliver the Notice of Initial Closing no later than twelve (12) Business Days prior to the Drop-Dead Date, and to the extent such Notice of Initial Closing has not been delivered by such date, such Notice of Initial Closing shall be deemed to have been given for the entire Class B Purchase Price, and the Initial Closing shall occur on the Drop-Dead Date, subject to the satisfaction or waiver of the conditions set forth in Section 2.03, Section 2.04, Section 2.05, and Section 2.06 on such date. (c) The Initial Closing shall take place at the offices Initial Closing and shall take such actions following the Initial Closing as may be reasonably necessary or appropriate in furtherance of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP at One Xxxxxx Square, Wilmington, Delaware (or such other location as agreed to by the Company agreements and the Purchasers)covenants contained herein.

Initial Closing. (a) Subject to the terms and conditions of this Agreement, at the Initial Closing Seller shall sell and Purchaser shall purchase 289,855 Shares (the Initial Shares) for the Initial Closing Purchase Price (as defined below). (b) The Initial Closing shall take place (i) at 4:00 p.m., Central European Time, on a or about February 1, 2005 or, if earlier, on the first Business Day specified by the Class A Purchaser in a notice to the Company and the Class B Purchasers (the “Notice of Initial Closing”), occurring five days following the satisfaction or waiver of all of the conditions set forth in Section 2.03, Section 2.04, Section 2.05, 7.1 and Section 2.06 7.2 (other than those conditions that by their nature are to be satisfied at the Initial Closing, but subject to the fulfillment or waiver of those conditions at the Initial Closing) but which shall take place (A) no earlier than twelve (12) Business Days after receipt by the Class B Purchasers of the Notice of Initial Closing; provided that the Initial Closing shall not occur (I) prior to the Inside Date or (II) during the last fifteen (15) days of any calendar quarter (other than the fourth quarter of 2020, in which case, the Initial Closing shall not occur on any date after December 18, 2020) and (B) no later than the Drop-Dead Date, or (ii) at such other time and place as the Purchasers may agree, subject, in each case, to the satisfaction or waiver of the conditions set forth in Section 2.03, Section 2.04, Section 2.05, and Section 2.06 at the Initial Closing. (b) ). The Parties agree that the Class A Purchaser shall be required to deliver the Notice of Initial Closing no later than twelve (12) Business Days prior to the Drop-Dead Date, and to the extent such Notice of Initial Closing has not been delivered by such date, such Notice of Initial Closing shall be deemed to have been given for the entire Class B Purchase Price, and the Initial Closing shall occur on at such location as the Drop-Dead Date, subject to the satisfaction or waiver of the conditions set forth in Section 2.03, Section 2.04, Section 2.05, and Section 2.06 on such dateparties may mutually agree. (c) The At the Initial Closing: (i) Purchaser shall deliver to Seller: (A) payment, by wire transfer to the bank account designated in writing by Seller, immediately available funds in U.S. dollars in an amount equal to U.S.$1,000,000 (the Initial Closing Purchase Price) as full consideration for the Initial Shares; (B) the officer’s certificate referred to in Section 7.2(c); (C) resignation letters of Xxxx Xxxxx and Xxxxx Xxxxx, which shall take place at only be effective in the offices event that (a) CORCYRA does not timely satisfy the conditions contained in Section 7.2 of Skaddenthis Agreement or (b) this Agreement is otherwise terminated pursuant to Section 8.1 hereof, Arpsincluding if CORCYRA shall be in default of its obligation to make any Premium Payment specified in Section 2.3 of this Agreement; and (D) the Escrow Agreement, Slatedated as of the date of the Initial Closing, Xxxxxxx & Xxxx LLP at One Xxxxxx Squareexecuted by Purchaser and substantially in the form of Exhibit A, Wilmingtonand providing that Seller shall retain all voting and other rights associated with the Final Shares (and Seller shall continue to be the beneficial owner of the Final Shares) until the Final Closing Purchase Price is paid in full; provided, Delaware however, that so long as Purchaser is not in default in its obligations hereunder, and this Agreement remains in effect, the Seller shall vote the Final Shares in accordance with instructions from Purchaser, so long as such instructions are received sufficiently in advance of the applicable vote and such voting would not violate applicable law or require amendments to any SEC filing of Seller or Purchaser. Seller shall not be obligated to vote the Final Shares in accordance with Purchaser’s instructions in connection with any matter (i) proposed by or such on behalf of Purchaser or any of its Affiliates that Purchaser did not previously disclose to Seller in its Schedule 13D or (ii) as to which Purchaser or any of its Affiliates would have an interest that is different from the interests of the other location as agreed to by stockholders of the Company such as an interest that would be of a nature that would have to be disclosed pursuant to Item 1005(d) of Regulation M-A or Item 404 of Regulation S-K, if either of such provisions were applicable. (ii) Seller shall deliver to Purchaser: (A) one or more certificates representing the Initial Shares, together with duly executed stock powers endorsed in blank; (B) the officer’s certificate referred to in Section 7.1(c); and (C) the Escrow Agreement executed by Seller and JPMorgan Chase Bank N.A. (the PurchasersEscrow Agent). (iii) Seller shall deliver to Escrow Agent: (A) the Escrow Agreement executed by Purchaser and Seller; and (B) one or more certificates representing the Final Shares (as defined in Section 2.4(a)) to be held in escrow in a segregated escrow account in accordance with the terms of the Escrow Agreement. (d) Attached hereto as Exhibit B, and effective upon the signing of this Agreement, is a letter from Xxxxx Har Adir, the sole officer, director and shareholder of Purchaser, pursuant to which Xxxxx Har Adir has committed personally to fund the obligations of Purchaser under Article 2 of this Agreement.

Initial Closing. (ai) The closing of the purchase and sale of the Subscription Shares between the Initial Closing Purchaser and the Company (the “Initial Closing”) shall take place remotely via exchange of documents and signatures as soon as practicable, but in no event later than three (i3) on a Business Day Days after all closing conditions specified in Section 3.1 and Section 3.3 hereof have been waived (to the extent permissible by the Class A Purchaser in a notice party or parties entitled to the Company and the Class B Purchasers (the “Notice benefit of Initial Closing”), following the satisfaction such conditions) or waiver of the conditions set forth in Section 2.03, Section 2.04, Section 2.05, and Section 2.06 satisfied (other than those conditions that by their nature are to be satisfied at the Initial Closing, but subject to the fulfillment satisfaction or waiver of those conditions thereof at the Initial Closing) but which shall take place (A) no earlier than twelve (12) Business Days after receipt by the Class B Purchasers of the Notice of Initial Closing; provided that the Initial Closing shall not occur (I) prior to the Inside Date or (II) during the last fifteen (15) days of any calendar quarter (other than the fourth quarter of 2020, in which case, the Initial Closing shall not occur on any date after December 18, 2020) and (B) no later than the Drop-Dead Date), or (ii) at such other time and place as the Company and the Initial Purchasers may mutually agree, subject, in each case, to the satisfaction or waiver of the conditions set forth in Section 2.03, Section 2.04, Section 2.05, and Section 2.06 at . (ii) At the Initial Closing. : (bA) The Parties agree that the Class A each Initial Purchaser shall pay and deliver, or cause to be required paid and delivered, the applicable Purchase Price (the “Purchase Price”) in such amount as set forth opposite such Purchaser’s name on Schedule A in U.S. dollars, by wire transfer or by such other method as the Parties may mutually agree, of immediately available funds to deliver such bank account designated in writing by the Notice of Initial Closing no later than twelve Company to such Purchaser at least seven (127) Business Days prior to the Drop-Dead DateClosing, and to (B) against payment of the extent such Notice of Initial Closing has not been delivered applicable amount as provided in this Section 2.2(a)(ii) by such datePurchaser, such Notice of the Company shall deliver a duly executed share certificate to each Initial Closing shall be deemed to have been given Purchaser for the entire Class B Purchase Priceapplicable Subscription Shares in original form, a certified true copy of the register of members of the Company showing such Purchaser as the legal and beneficial holder of the relevant Subscription Shares, and the Initial Closing shall occur on the Drop-Dead Date, subject to the satisfaction or waiver a certified true copy of the conditions set forth in Section 2.03, Section 2.04, Section 2.05, and Section 2.06 on such date. (c) The Initial Closing shall take place at register of directors of the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP at One Xxxxxx Square, Wilmington, Delaware (or such other location as agreed to Company showing each director nominated by the Company Key Holder and Tencent as a director of the Purchasers)board of directors of the Company.

Initial Closing. (a) The Initial Closing shall take place (i) on a Business Day specified by Upon the Class A Purchaser in a notice terms and subject to the Company and the Class B Purchasers (the “Notice of Initial Closing”), following the satisfaction or ---------------- waiver of the conditions set forth in Section 2.03herein, Section 2.04the Company agrees to sell and each Investor agrees to purchase for the Purchase Price (as defined below) (i) the number of Preferred Shares set forth below such Investor's name on the signature pages hereof (each, Section 2.05an "Initial Preferred Share" and, together with the other ----------------------- Preferred Shares issued and Section 2.06 sold at the Initial Closing (as defined below), the "Initial Preferred Shares") and (ii) a Warrant to purchase the number of Warrant ------------------------ Shares indicated on the signature page hereof (an "Initial Warrant" and, --------------- together with the other than those conditions that by their nature are to be satisfied Warrants issued and sold at the Initial Closing, but subject to the fulfillment or waiver "Initial Warrants"). The closing of those conditions at the purchase and sale of the Initial Closing) but which shall take place ----------------- Preferred Shares and Initial Warrants (A) no earlier than twelve (12) Business Days after receipt by the Class B Purchasers of the Notice of "Initial Closing; provided that the Initial Closing shall not occur (I") prior to the Inside Date or (II) during the last fifteen (15) days of any calendar quarter (other than the fourth quarter of 2020, in which case, the Initial Closing shall not occur on any date after December 18, 2020) and (B) no later than the Drop-Dead Date, or (ii) at such other time and place as the Purchasers may agree, subject, in each case, to the satisfaction or waiver of the conditions set forth in Section 2.03, Section 2.04, Section 2.05, and Section 2.06 at the Initial Closing. (b) The Parties agree that the Class A Purchaser shall be required to deliver the Notice of Initial Closing no later than twelve (12) Business Days prior to the Drop-Dead Date, and to the extent such Notice of Initial Closing has not been delivered by such date, such Notice of Initial Closing shall will be deemed to have been given for the entire Class B Purchase Price, and the Initial Closing shall --------------- occur on the Drop-Dead Date, subject to the satisfaction or waiver of the conditions set forth in Section 2.03, Section 2.04, Section 2.05, and Section 2.06 on such date. (c) The Initial Closing shall take place at the offices of SkaddenXxxxx & Stachenfeld LLP, Arps000 Xxxx 00xx Xxxxxx, SlateXxx Xxxx, Xxxxxxx & Xxx Xxxx LLP at One Xxxxxx Square00000, Wilmington, Delaware when (or such A) this Agreement and the other location Initial Transaction Documents (as agreed to defined below) have been executed and delivered by the Company and, to the extent applicable, by each Investor, (B) each of the conditions to the Initial Closing described in Sections 5.1 and 5.2 hereof has been satisfied ------------ --- or waived by the Purchasers).Company or each Investor, as appropriate, and (C) each Investor shall have delivered the Purchase Price payable by it to the Company by wire transfer of immediately available funds against physical delivery of duly executed certificates representing the Initial Preferred Shares and Initial Warrant being purchased by such Investor. The date on which the Initial Closing occurs is referred to herein as the "Initial Closing Date". ----------------------

Initial Closing. (a) The Initial Closing shall take place (i) on a Business Day specified by the Class A Purchaser in a notice to the Company and the Class B Purchasers (the “Notice of Initial Closing”), following the satisfaction or waiver of the conditions set forth in Section 2.03, Section 2.04, Section 2.05, and Section 2.06 (other than those conditions that by their nature are to be satisfied at the Initial Closing, but subject to the fulfillment or waiver of those conditions at the Initial Closing) but which shall take place (A) no earlier than twelve (12) Business Days after receipt by the Class B Purchasers of the Notice of Initial Closing; provided that the Initial Closing shall not occur (I) prior to the Inside Date or (II) during the last fifteen (15) days of any calendar quarter (other than the fourth quarter of 2020, in which case, the Initial Closing shall not occur on any date after December 18, 2020) and (B) no later than the Drop-Dead Date, or (ii) at such other time and place as the Purchasers may agree, subject, in each case, Subject to the satisfaction or waiver of the conditions set forth in Section 2.03, 5.01 and Section 2.04, Section 2.055.02 of this Agreement, and Section 2.06 at in reliance upon the representations and warranties hereinafter set forth, the purchase and sale of: (A) $1,686,000,000 aggregate principal amount of Springing Lien Notes; (B) 10,000,000 shares of the Purchased Common Stock; and (C) the ABS Assets (the “Initial Closing. (b”) The Parties agree that the Class A Purchaser shall be required to deliver the Notice of Initial Closing no later than twelve (12) Business Days prior to the Drop-Dead Date, and to the extent such Notice of Initial Closing has not been delivered by such date, such Notice of Initial Closing shall be deemed to have been given for the entire Class B Purchase Price, and the Initial Closing shall occur on the Drop-Dead Date, subject to the satisfaction or waiver of the conditions set forth in Section 2.03, Section 2.04, Section 2.05, and Section 2.06 on such date. (c) The Initial Closing shall take place at the offices of SkaddenFried, ArpsFrank, SlateHarris, Xxxxxxx & Xxxxxxxx LLP, Xxx Xxx Xxxx LLP Xxxxx, Xxx Xxxx, XX, concurrently with the execution and delivery of this Agreement by the parties (the date that the Initial Closing occurs, the “Initial Closing Date”). (ii) At the Initial Closing: (A) the Company will deliver to Purchaser (1) certificates for the shares of Common Stock in the amounts set forth in the Section 2.01(a)(i)(B) registered in the name of Purchaser; (2) $1,686,000,000 of executed Springing Lien Notes which shall be reflected in one or more global notes representing the Springing Lien Notes and held by The Depository Trust Corporation or its nominee (or a custodian on its behalf); (3) an executed copy of the ABS Purchase Agreement, the Registration Rights Agreement, the Springing Lien Notes Indenture and the Order Handling Agreement; (4) the Commitment Fee by wire transfer of immediately available funds to the accounts set forth on Purchaser Schedule 2.01(a); and (5) the Existing Notes Accrued Interest by wire transfer of immediately available funds to the accounts set forth on Purchaser Schedule 2.01(a); (B) Purchaser, in full payment for such shares of the Purchased Common Stock and such Springing Lien Notes, will deliver (1) the Initial Consideration by wire transfer of immediately available funds to the accounts set forth on Company Disclosure Schedule 2.01(a), and (2) the Existing Notes Consideration; (C) Purchaser will deliver to the Company an executed copy of the Parent Guaranty and an executed counterpart to the Registration Rights Agreement, the ABS Purchase Agreement and the Order Handling Agreement; (D) the Company will contribute the full amount of the Initial Consideration to E*Trade Bank and $50,000,000 of any other consideration received with respect to the Springing Lien Notes sold contemporaneously herewith to any Person other than Purchaser; (E) following delivery to Purchaser of the written certification of the Company’s Chief Financial Officer that the actions contemplated by preceding clause (D) have been completed, E*Trade Bank, E*Trade Global Asset Management, Inc. and Purchaser will consummate the purchase and sale of the ABS Assets pursuant to the ABS Purchase Agreement; and (F) each party shall take or cause to happen such other actions, and shall execute and deliver such other instruments or documents, as shall be required under Section 5.01 and Section 5.02. (iii) Notwithstanding any other provision of this Agreement, after the Initial Closing Date in consideration, in part, of the payments made by Purchaser at One Xxxxxx Squarethe Initial Closing, WilmingtonPurchaser shall have the right to receive an additional 20,741,901 shares of the Purchased Common Stock, Delaware which shares of Purchased Common Stock shall be issued by the Company to Purchaser upon termination or expiration of any applicable waiting periods with respect to such issuance under the HSR Act. Immediately upon expiration or notice of termination of any such applicable waiting period, the Company shall issue such additional shares to Purchaser registered in the name of Purchaser. The Company shall not be required to issue such additional shares at any time that there shall be in effect any law, rule or regulation or any order, decree or injunction of a court or agency of competent jurisdiction which enjoins or prohibits consummation of such issuance. Notwithstanding the foregoing, in the event Purchaser determines that the issuance of all of such shares of Purchased Common Stock under this Section 2.01(a)(iii) will or may give rise to regulatory concerns for Purchaser or its Affiliates, Purchaser may elect to receive a fewer number of shares of Purchased Common Stock otherwise issuable pursuant to this 2.01(a)(iii), and the number of shares not issued to Purchaser as a result of such election shall be issued to Purchaser at the time shares of Purchased Common Stock are issued to Purchaser pursuant to Section 2.01(b)(i)(A) at the Final Closing or pursuant to Section 2.01(b)(iii), as applicable. Notwithstanding the foregoing or anything to the contrary herein, until the earlier of the Final Closing or the date shares of Purchased Common Stock are issuable to Purchaser pursuant to Section 2.01(b)(iii), Purchaser shall not have the right to receive any shares of Common Stock to the extent that, after receiving such shares, Purchaser (together with its Affiliates) would beneficially own in excess of 9.90% of the number of shares of Common Stock outstanding immediately after giving effect to such issuance (the “Issuance Limitation”). For purposes of this Section, beneficial ownership shall be calculated in accordance with Rule 13(d)(3) of the Exchange Act. By not less than sixty-one (61) days’ prior written notice to the Company, Purchaser may, at its election, increase or decrease the Issuance Limitation to any other percentage not in excess of 9.90% specified in such notice, and the Issuance Limitation shall continue to apply until such sixty-first day (or such other location later date, as agreed to determined by the Company and the PurchasersPurchaser, as may be specified in such notice). (iv) If the Initial Closing is consummated, the conditions to the Initial Closing set forth in Sections 5.01 and 5.02 shall be deemed to have been satisfied or waived, and neither party shall assert the failure of any such condition as the basis for failing to consummate the Final Closing or as the basis for terminating this Agreement.

Initial Closing. (a) The On the terms of this Agreement, the initial closing of the Purchase (the “Initial Closing Closing”) shall take place occur at 10:00 a.m. (New York City time) on the later of (i) on a June 8, 2017 and (ii) first Business Day specified by the Class A Purchaser in a notice to the Company and the Class B Purchasers (the “Notice of Initial Closing”), following the satisfaction or waiver after all of the conditions to the Closing set forth in Section 2.03Article VI of this Agreement have been satisfied or, Section 2.04to the extent permitted by applicable Law, Section 2.05, and Section 2.06 waived by the party entitled to the benefit thereof (other than those conditions that by their nature are to be satisfied at the Initial Closing, but subject to the fulfillment or waiver of those conditions at the Initial Closing) but which shall take place (A) no earlier than twelve (12) Business Days after receipt by the Class B Purchasers of the Notice of Initial Closing; provided that the Initial Closing shall not occur (I) prior to the Inside Date or (II) during the last fifteen (15) days of any calendar quarter (other than the fourth quarter of 2020, in which case, the Initial Closing shall not occur on any date after December 18, 2020) and (B) no later than the Drop-Dead Date, or (ii) at such other time and place as the Purchasers may agree, subject, in each case, to the satisfaction or waiver of the conditions set forth in Section 2.03, Section 2.04, Section 2.05, and Section 2.06 at the Initial Closing. (b) The Parties agree that the Class A Purchaser shall be required to deliver the Notice of Initial Closing no later than twelve (12) Business Days prior to the Drop-Dead Date, and to the extent such Notice of Initial Closing has not been delivered by such date, such Notice of Initial Closing shall be deemed to have been given for the entire Class B Purchase Price, and the Initial Closing shall occur on the Drop-Dead Date, subject to the satisfaction or waiver of the those conditions set forth in Section 2.03, Section 2.04, Section 2.05, and Section 2.06 on at such date. (ctime) The Initial Closing shall take place at the offices of SkaddenSidley Austin LLP, Arps1999 Avenue of the Stars, SlateXxx Xxxxxxx, Xxxxxxx & Xxxx LLP Xxxxxxxxxx 00000, or at One Xxxxxx Square, Wilmington, Delaware (or such other location place, time and date as shall be agreed to by between the Company and the PurchasersPurchasers (the date on which the Initial Closing occurs, the “Initial Closing Date”). (a) At the Initial Closing: (i) the Company shall deliver to the Purchasers (1) the Acquired Shares purchased by them free and clear of all Liens, except restrictions on transfer imposed by the Securities Act, Section 5.08 and any applicable securities Laws and (2) the Registration Rights Agreement, duly executed by the Company; and (ii) the Purchasers shall (1) pay the Purchase Price for the Acquired Shares purchased by them to the Company, by wire transfer in immediately available U.S. federal funds, to the account designated by the Company in writing and (2) deliver to the Company the Registration Rights Agreement, duly executed by the Purchasers.

Initial Closing. (a) Subject to the terms and conditions of this Agreement, at the Initial Closing Seller shall sell and Purchaser shall purchase 289,855 Shares (the INITIAL SHARES) for the Initial Closing Purchase Price (as defined below). (b) The Initial Closing shall take place (i) at 4:00 p.m., Central European Time, on a or about February 1, 2005 or, if earlier, on the first Business Day specified by the Class A Purchaser in a notice to the Company and the Class B Purchasers (the “Notice of Initial Closing”), occurring five days following the satisfaction or waiver of all of the conditions set forth in Section 2.03, Section 2.04, Section 2.05, 7.1 and Section 2.06 7.2 (other than those conditions that by their nature are to be satisfied at the Initial Closing, but subject to the fulfillment or waiver of those conditions at the Initial Closing) but which shall take place (A) no earlier than twelve (12) Business Days after receipt by the Class B Purchasers of the Notice of Initial Closing; provided that the Initial Closing shall not occur (I) prior to the Inside Date or (II) during the last fifteen (15) days of any calendar quarter (other than the fourth quarter of 2020, in which case, the Initial Closing shall not occur on any date after December 18, 2020) and (B) no later than the Drop-Dead Date, or (ii) at such other time and place as the Purchasers may agree, subject, in each case, to the satisfaction or waiver of the conditions set forth in Section 2.03, Section 2.04, Section 2.05, and Section 2.06 at the Initial Closing. (b) ). The Parties agree that the Class A Purchaser shall be required to deliver the Notice of Initial Closing no later than twelve (12) Business Days prior to the Drop-Dead Date, and to the extent such Notice of Initial Closing has not been delivered by such date, such Notice of Initial Closing shall be deemed to have been given for the entire Class B Purchase Price, and the Initial Closing shall occur on at such location as the Drop-Dead Date, subject to the satisfaction or waiver of the conditions set forth in Section 2.03, Section 2.04, Section 2.05, and Section 2.06 on such dateparties may mutually agree. (c) The At the Initial Closing: (i) Purchaser shall deliver to Seller: (A) payment, by wire transfer to the bank account designated in writing by Seller, immediately available funds in U.S. dollars in an amount equal to U.S.$1,000,000 (the INITIAL CLOSING PURCHASE PRICE) as full consideration for the Initial Shares; (B) the officer's certificate referred to in Section 7.2(c); (C) resignation letters of Ilan Kenig and Yossi Attia, xxxxx xxxxl only be effective in the event that (a) CORCYRA does not timely satisfy the conditions contained in Section 7.2 of this Agreement or (b) this Agreement is otherwise terminated pursuant to Section 8.1 hereof, including if CORCYRA shall be in default of its obligation to make any Premium Payment specified in Section 2.3 of this Agreement; and (D) the Escrow Agreement, dated as of the date of the Initial Closing, executed by Purchaser and substantially in the form of Exhibit A, and providing that Seller shall --------- retain all voting and other rights associated with the Final Shares (and Seller shall continue to be the beneficial owner of the Final Shares) until the Final Closing Purchase Price is paid in full; provided, however, that so long as Purchaser is not in default in its obligations hereunder, and this Agreement remains in effect, the Seller shall take place at vote the offices Final Shares in accordance with instructions from Purchaser, so long as such instructions are received sufficiently in advance of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP at One Xxxxxx Square, Wilmington, Delaware the applicable vote and such voting would not violate applicable law or require amendments to any SEC filing of Seller or Purchaser. Seller shall not be obligated to vote the Final Shares in accordance with Purchaser's instructions in connection with any matter (i) proposed by or such on behalf of Purchaser or any of its Affiliates that Purchaser did not previously disclose to Seller in its Schedule 13D or (ii) as to which Purchaser or any of its Affiliates would have an interest that is different from the interests of the other location as agreed to by stockholders of the Company such as an interest that would be of a nature that would have to be disclosed pursuant to Item 1005(d) of Regulation M-A or Item 404 of Regulation S-K, if either of such provisions were applicable. (ii) Seller shall deliver to Purchaser: (A) one or more certificates representing the Initial Shares, together with duly executed stock powers endorsed in blank; (B) the officer's certificate referred to in Section 7.1(c); and (C) the Escrow Agreement executed by Seller and JPMorgan Chase Bank N.A. (the PurchasersESCROW Agent). (iii) Seller shall deliver to Escrow Agent: (A) the Escrow Agreement executed by Purchaser and Seller; and (B) one or more certificates representing the Final Shares (as defined in Section 2.4(a)) to be held in escrow in a segregated escrow account in accordance with the terms of the Escrow Agreement. (d) Attached hereto as Exhibit B, and effective upon the signing of this Agreement, is a letter from Moshe Har Adir, the sole offxxxx, director and shareholder of Purchaser, pursuant to which Moshe Har Adir has committed personally to fund the obligations of Purchaser under Article 2 of this Agreement.

Initial Closing. (a) The Initial Closing shall take place (i) on a Business Day specified by Subject to and in reliance upon the Class A Purchaser representations and warranties set forth in a notice to the Company Section 3 below, and the Class B Purchasers satisfaction (the “Notice of Initial Closing”), following the satisfaction or waiver waiver) of the conditions set forth in Section 2.03Sections 6 and 7 below, Section 2.04, Section 2.05the Company shall issue and sell to each Buyer, and Section 2.06 each Buyer severally, but not jointly, agrees to purchase from the Company on the Initial Closing Date (other than those conditions that by their nature are as defined below), a principal amount of Notes as is set forth opposite such Buyer’s name in column (3) on the Schedule of Buyers. The aggregate purchase price (the “Initial Purchase Price”) of the Notes to be satisfied purchased by the Buyers at the Initial Closing shall be equal to $__________. The closing (the “Initial Closing”) of the purchase of the Notes by the Buyers shall occur at the offices of _________________. The date and time of the Closing (the “Initial Closing Date”) shall be 10:00 a.m., Pacific Standard Time, on the date hereof. (ii) On the Initial Closing Date, (i) each Buyer shall pay its aggregate Initial Purchase Price to the Company for the Notes sold to such Buyer at the Initial Closing, but subject by wire transfer of immediately available funds in accordance with Company’s written wire instructions, and (ii) the Company shall deliver to the fulfillment or waiver of those conditions at the Initial Closing) but which shall take place each Buyer (A) no earlier than twelve the Notes (12) Business Days after receipt by in the Class B Purchasers of the Notice of Initial Closing; provided that the Initial Closing denominations as such Buyer shall not occur (I) have requested prior to the Inside Date or (IIClosing) during the last fifteen (15) days which such Buyer is then purchasing, duly executed on behalf of any calendar quarter (other than the fourth quarter of 2020, in which case, the Initial Closing shall not occur on any date after December 18, 2020) and (B) no later than the Drop-Dead Date, or (ii) at such other time and place as the Purchasers may agree, subject, in each case, to the satisfaction or waiver of the conditions set forth in Section 2.03, Section 2.04, Section 2.05, and Section 2.06 at the Initial Closing. (b) The Parties agree that the Class A Purchaser shall be required to deliver the Notice of Initial Closing no later than twelve (12) Business Days prior to the Drop-Dead Date, and to the extent such Notice of Initial Closing has not been delivered by such date, such Notice of Initial Closing shall be deemed to have been given for the entire Class B Purchase Price, and the Initial Closing shall occur on the Drop-Dead Date, subject to the satisfaction or waiver of the conditions set forth in Section 2.03, Section 2.04, Section 2.05, and Section 2.06 on such date. (c) The Initial Closing shall take place at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP at One Xxxxxx Square, Wilmington, Delaware (or such other location as agreed to by the Company and registered in the Purchasers)name of such Buyer or its designee.

Initial Closing. (a) The initial closing of the purchase and sale of the Securities (the “Initial Closing”) will take place on the date hereof (the “Initial Closing shall take place (iDate”) on a Business Day specified at the offices of the Company, at 0000 Xxxxx Xxxx Xxxx., Xxxxxxxx 0, Xxxxxxxxx, Xxx Xxxx 00000, or remotely by the Class A Purchaser in a notice to exchange of electronic copies as the Company and the Class B Initial Purchasers (the “Notice of Initial Closing”), following the satisfaction or waiver of the conditions set forth in Section 2.03, Section 2.04, Section 2.05, and Section 2.06 (other than those conditions that by their nature are to be satisfied at the Initial Closing, but subject to the fulfillment or waiver of those conditions at the Initial Closing) but which shall take place (A) no earlier than twelve (12) Business Days after receipt by the Class B Purchasers of the Notice of Initial Closing; provided that the Initial Closing shall not occur (I) prior to the Inside Date or (II) during the last fifteen (15) days of any calendar quarter (other than the fourth quarter of 2020, in which case, the Initial Closing shall not occur on any date after December 18, 2020) and (B) no later than the Drop-Dead Date, or (ii) at such other time and place as the Purchasers may mutually agree, subject, in each case, to the satisfaction or waiver of the conditions set forth in Section 2.03, Section 2.04, Section 2.05, and Section 2.06 at the Initial Closing. (b) The Parties agree that the Class A Purchaser shall be required to deliver the Notice of Initial Closing no later than twelve (12) Business Days prior to the Drop-Dead Date, and to the extent such Notice of Initial Closing has not been delivered by such date, such Notice of Initial Closing shall be deemed to have been given for the entire Class B Purchase Price, and At the Initial Closing Closing, the Company shall occur on the Drop-Dead Date, subject deliver to the satisfaction or waiver of the conditions each Initial Purchaser (against such Initial Purchaser’s deliveries set forth in Section 2.032.2(c)): (i) a Note, Section 2.04duly executed by the Company, Section 2.05, and Section 2.06 payable to such Initial Purchaser in the principal amount equal to the Purchase Price set forth on such dateInitial Purchaser’s counterpart signature page to this Agreement; and (ii) the number of shares of Common Stock set forth on such Initial Purchaser’s counterpart signature page to this Agreement. (c) The At the Initial Closing Closing, each Initial Purchaser shall take place at deliver to the offices Company (against the Company’s deliveries set forth in Section 2.2(b)): (i) the Purchase Price set forth on such Initial Purchaser’s counterpart signature page to this Agreement, by check or wire transfer of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP at One Xxxxxx Square, Wilmington, Delaware (or such other location as agreed immediately available funds to the account designated by the Company in writing for such purpose; and (ii) an Accredited Investor Questionnaire, completed and duly executed by the Purchasers).Initial Purchaser, together with the information specified therein necessary for the Company to verify that the Initial Purchaser is an “accredited investor” as defined in Regulation D.

Initial Closing. The closing of the Initial Investment (athe “Initial Closing”) The Initial Closing shall take place (i) remotely via the electronic exchange of documents and signatures at 10:00 a.m. Eastern Time on a Business Day specified by the Class A Purchaser in a notice to the Company and the Class B Purchasers (the “Notice of Initial Closing”)March 31, following the satisfaction or waiver of the conditions set forth in Section 2.032021, Section 2.04, Section 2.05, and Section 2.06 (other than those conditions that by their nature are to be satisfied at the Initial Closing, but subject to the fulfillment or waiver of those conditions at the Initial Closing) but which shall take place (A) no earlier than twelve (12) Business Days after receipt by the Class B Purchasers of the Notice of Initial Closing; provided that the Initial Closing shall not occur (I) prior to the Inside Date or (II) during the last fifteen (15) days of any calendar quarter (other than the fourth quarter of 2020, in which case, the Initial Closing shall not occur on any date after December 18, 2020) and (B) no later than the Drop-Dead Date, or (ii) at such other time and place as the Purchasers may agree, subject, in each case, to the satisfaction or waiver of the conditions set forth in Section 2.03, Section 2.04, Section 2.05, and Section 2.06 at the Initial Closing. (b) The Parties agree that the Class A Purchaser shall be required to deliver the Notice of Initial Closing no later than twelve (12) Business Days prior to the Drop-Dead Date, and to the extent such Notice of Initial Closing has not been delivered by such date, such Notice of Initial Closing shall be deemed to have been given for the entire Class B Purchase Price, and the Initial Closing shall occur on the Drop-Dead Date, subject to the satisfaction or waiver of the conditions set forth in Section 2.03, Section 2.04, Section 2.05, and Section 2.06 on such date. (c) The Initial Closing shall take place at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP at One Xxxxxx Square, Wilmington, Delaware (or such other location as unless otherwise agreed to in writing by the Company and the Purchasers)Investor. The date on which the Initial Investment is to occur is herein referred to as the “Initial Closing Date.” (i) At the Initial Closing: (A) the Company shall deliver to the Investor (1) the Series B-1 Preferred Shares free and clear of all Liens, except restrictions imposed by the articles of incorporation and bylaws of the Company, the Securities Act or any applicable state or foreign securities Laws, and Liens arising due to actions by or on behalf of the Investor, including Liens contemplated by the Issuer Agreement, if any, or Section 5.08 of this Agreement, and (2) the Registration Rights Agreement, duly executed by the Company; (B) the Company will deliver to the Investor a customary legal opinion of the General Counsel of the Company or outside corporate counsel to the Company as to the due authorization, valid issuance and non-assessability of the Series B-1 Preferred Shares; (C) the Investor shall (1) pay the Initial Investment Purchase Price to the Company, by wire transfer in immediately available U.S. federal funds, to the account designated by the Company in writing, and (2) deliver to the Company the Registration Rights Agreement, duly executed by the Investor; (D) in each case if requested by the Investor, the Company shall have executed and delivered to the Investor (1) the Issuer Agreement and (2) a VCOC Letter in a form reasonably acceptable to the Company; (E) the Investor and the Company shall have received the Management Services Agreement duly executed by the other party; and (F) the Company will file the Statement With Respect to Shares with the Pennsylvania Department of State.

Initial Closing. (a) The Initial Closing shall take place (i) on a Business Day specified by The obligations of the Class A Purchaser Company hereunder in a notice connection with the Initial Closing are subject to the Company and following conditions being met: (1) the Class B Purchasers accuracy in all material respects (or, to the “Notice of extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) on the Initial Closing”), following the satisfaction or waiver Closing Date of the conditions representations and warranties of the Purchasers contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (2) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Initial Closing Date shall have been performed; and (3) the delivery by each Purchaser of the items set forth in Section 2.03, Section 2.04, Section 2.05, and Section 2.06 2.3(a)(ii) of this Agreement. (other than those conditions that by their nature are to be satisfied at ii) The respective obligations of the Purchasers hereunder in connection with the Initial Closing, but Closing are subject to the fulfillment following conditions being met: (1) the accuracy in all material respects (or, to the extent representations or waiver of those conditions at the Initial Closingwarranties are qualified by materiality or Material Adverse Effect, in all respects) but which shall take place (A) no earlier than twelve (12) Business Days after receipt by the Class B Purchasers of the Notice of Initial Closing; provided that on the Initial Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall not occur be accurate as of such date); (I2) all obligations, covenants and agreements of the Company required to be performed at or prior to the Inside Initial Closing Date shall have been performed; (3) the delivery by the Company of the items set forth in Section 2.3(a)(i) of this Agreement; (4) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; (5) all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Closing Shares, including without limitation, those required by the Trading Market, if any, shall have been obtained by the Company; and (II6) during from the last fifteen (15) days of any calendar quarter (other than the fourth quarter of 2020, in which case, date hereof to the Initial Closing Date, trading in the Common Stock shall not occur have been suspended by the Commission or the Company’s principal Trading Market, and, at any time prior to the Initial Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any date after December 18Trading Market, 2020) and (B) no later than nor shall a banking moratorium have been declared either by the Drop-Dead DateUnited States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or (ii) at such other time and place as the Purchasers may agreeany material adverse change in, subjectany financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the satisfaction or waiver of the conditions set forth in Section 2.03, Section 2.04, Section 2.05, and Section 2.06 Closing Shares at the Initial Closing. (b) The Parties agree that the Class A Purchaser shall be required to deliver the Notice of Initial Closing no later than twelve (12) Business Days prior to the Drop-Dead Date, and to the extent such Notice of Initial Closing has not been delivered by such date, such Notice of Initial Closing shall be deemed to have been given for the entire Class B Purchase Price, and the Initial Closing shall occur on the Drop-Dead Date, subject to the satisfaction or waiver of the conditions set forth in Section 2.03, Section 2.04, Section 2.05, and Section 2.06 on such date. (c) The Initial Closing shall take place at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP at One Xxxxxx Square, Wilmington, Delaware (or such other location as agreed to by the Company and the Purchasers).

Initial Closing. (a) The Initial Closing shall take place (i) on a Business Day specified by On the Class A Purchaser in a notice to terms and conditions of this Agreement, the Company and closing of the Class B Purchasers Purchase (the “Notice of Initial Closing”)) shall occur at 10:00 am New York City time on the later of (1) December 1, following 2023 (or such earlier date as the satisfaction or waiver of Purchaser may notify the Company in writing on at least two Business Days’ notice) and (2) the first Business Day on which the conditions precedent set forth in Section 2.03, Section 2.04, Section 2.05, and Section 2.06 2.02(c) are satisfied or waived by the applicable party (other than those the conditions that that, by their nature are to nature, will be satisfied at the Initial Closing), but subject to via the fulfillment remote electronic exchange of documents or waiver of those conditions at the Initial Closing) but which shall take place (A) no earlier than twelve (12) Business Days after receipt by the Class B Purchasers of the Notice of Initial Closing; provided that the Initial Closing shall not occur (I) prior to the Inside Date or (II) during the last fifteen (15) days of any calendar quarter (other than the fourth quarter of 2020, in which case, the Initial Closing shall not occur on any date after December 18, 2020) and (B) no later than the Drop-Dead Date, or (ii) at such other time and place as shall be mutually agreed, in writing, between the Purchasers may agree, subjectCompany and Purchaser (such date is referred to herein as the “Initial Closing Date”). (b) At the Initial Closing: (i) the Company shall deliver to the Purchaser (1) the shares of Series A-1 Preferred Stock and the Warrants purchased by it pursuant to Section 2.01(a) in book-entry form (in the case of the Series A-1 Preferred Stock) and registered in the name of the Purchaser, in each case, to free and clear of all Liens, except restrictions on transfer imposed by the satisfaction or waiver Company Charter Documents, Section 5.06 and any applicable securities Laws, and record the Purchaser as the owner of such Securities on the books and records of the conditions set forth in Section 2.03, Section 2.04, Section 2.05Company, and Section 2.06 at (2) the Initial Closing. Transaction Documents (bother than the Additional Warrant) The Parties agree that to which it is a party, in each case duly executed by the Class A Purchaser shall be required to deliver the Notice of Initial Closing no later than twelve (12) Business Days prior to the Drop-Dead Date, and to the extent such Notice of Initial Closing has not been delivered by such date, such Notice of Initial Closing shall be deemed to have been given for the entire Class B Purchase PriceCompany, and the Initial Closing Voting Agreements, in each case duly executed by all of the parties thereto; and (ii) the Purchaser shall occur on (1) pay the Drop-Dead Date, subject Purchase Price to the satisfaction or waiver of Company, by wire transfer in immediately available U.S. federal funds, to the conditions set forth account designated by the Company in Section 2.03writing, Section 2.04(2) deliver to the Company the Transaction Documents to which it is a party, Section 2.05, in each case duly executed by the Purchaser and Section 2.06 on such date(3) deliver to the Company a duly executed and properly completed Internal Revenue Service (“IRS”) Form W-9 from the Purchaser. (c) The obligation of the Purchaser and, with respect to clause (iv) of this Section 2.02(c), each of the Purchaser and the Company, to consummate the Initial Closing shall take place at is subject to (i) the offices execution, delivery and effectiveness of Skaddenthe New Credit Agreement and the other Loan Documents (as defined in the New Credit Agreement) and the New Credit Agreement not being amended, Arpsterminated, Slatesupplemented or otherwise modified without the prior written consent of Purchaser, Xxxxxxx (ii) any and all amounts and any other obligations outstanding under the Former Credit Agreement previously or concurrently being repaid in full and the Former Credit Agreement having been terminated in accordance therewith, (iii) the Company having filed with the DSS the Certificate of Designations and the Series A-2 Certificate of Designations, (iv) no Governmental Authority of competent jurisdiction having issued any order, decree, ruling or injunction permanently restraining, enjoining or otherwise prohibiting the consummation of the Purchase, (v) the execution, delivery and effectiveness of the Amended & Xxxx LLP at One Xxxxxx Square, Wilmington, Delaware (or such other location as agreed to Restated Investor Rights Agreement by the parties thereto (other than the Purchaser), in the form of Exhibit A attached hereto, (vi) the execution, delivery and effectiveness of each of the Voting Agreements by the parties thereto, in the form of Exhibit B attached hereto and (vii) from the date of this Agreement through the Initial Closing, the Company and shall not have taken any action, without the Purchasers)prior consent of the Purchaser, that would have required the consent of the holders of the Series A-1 Preferred Stock under Section 11 of the Certificate of Designations had the Certificate of Designations been in effect beginning as of the date hereof.

Initial Closing. (a) The Initial Closing for the purchase and sale of the Purchased Series B-1 Preferred Shares shall take place be held at the offices of Davies Xxxx Xxxxxxxx & Xxxxxxxx LLP, 000 Xxxxxxxxxx Xxxxxx Xxxx, Xxxxxxx, Xxxxxxx, X0X 0X0 (i"Davies' Office") in accordance with Article 7, on a the first (1st) Business Day specified by the Class A Purchaser in a notice to the Company and the Class B Purchasers (the “Notice of Initial Closing”), following the after satisfaction or waiver of the conditions set forth in Section 2.03, Section 2.04, Section 2.05, 6.4 and Section 2.06 6.5 (other than those conditions that by their nature terms are to be satisfied at the Initial Closing, but subject to the fulfillment satisfaction or waiver of those conditions at conditions) but shall in no event occur earlier than the date that is five Business Days after the date of the filing of the material change report (which report shall be promptly filed following the execution of the Agreement) required to be filed under applicable Canadian Securities Law in connection with the transactions contemplated hereunder (the "Initial Closing Date"). In no event shall the Initial ClosingClosing occur later than the later of (the "Outside Date"): (i) but which shall take place twenty (A) no earlier than twelve (1220) Business Days after receipt by the Class B Purchasers date of the Notice of Initial Closingthis Agreement; provided that the Initial Closing shall not occur (I) prior to the Inside Date or (II) during the last fifteen (15) days of any calendar quarter (other than the fourth quarter of 2020, in which case, the Initial Closing shall not occur on any date after December 18, 2020) and (B) no later than the Drop-Dead Date, or (ii) the first (1st) Business Day after the date of the Shareholder Meeting at such other time and place as which the Purchasers may agreeShareholder Approval is obtained pursuant to Section 5.2, subject, except in each case, to the satisfaction or waiver as extended by mutual agreement of the conditions set forth in Section 2.03, Section 2.04, Section 2.05, and Section 2.06 at parties hereto. In the Initial Closing. (b) The Parties agree that event the Class A Purchaser shall be required to deliver the Notice of Initial Closing no later than twelve (12) Business Days prior to the Drop-Dead Date, and to the extent such Notice of Initial Closing has not been delivered occurred on or prior to the Outside Date, this Agreement may be terminated by any party with respect to such party solely, and without prejudice to the other parties, whereupon this Agreement shall forthwith become void with respect to such terminating party and such terminating party shall have no liability or further obligation to any other party hereunder or under any of the other Transaction Agreements, except in respect of any breach of this Agreement by such date, party prior to such Notice termination; provided that no party may exercise this termination right if it has not satisfied its obligations under Section 6.2 (other than Sections 6.2(a) and 6.2(b)) and Section 6.4 (other than Section 6.4(b) (with respect to Sections 6.2(a) and 6.2(b)) and Section 6.4(c)) on the part of Initial Closing shall be deemed to have been given for the entire Class B Purchase Price, Parent and the Initial Closing shall occur Issuer or Section 6.3 and Section 6.5 (other than Section 6.5(c)) on the Drop-Dead Date, subject to the satisfaction or waiver part of the conditions set forth in Section 2.03, Section 2.04, Section 2.05, and Section 2.06 on such dateapplicable Investors. (c) The Initial Closing shall take place at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP at One Xxxxxx Square, Wilmington, Delaware (or such other location as agreed to by the Company and the Purchasers).

Initial Closing. (a) The Initial Closing shall take place (i) on a Business Day specified by the Class A Purchaser in a notice to the Company and the Class B Purchasers (the “Notice of Initial Closing”), following the satisfaction or waiver closing of the conditions set forth in Section 2.03, Section 2.04, Section 2.05, several purchases and Section 2.06 (other than those conditions that by their nature are to be satisfied at sales of the Initial Closing, but subject to the fulfillment or waiver of those conditions at the Initial Closing) but which shall take place (A) no earlier than twelve (12) Business Days after receipt by the Class B Purchasers of the Notice of Initial Closing; provided that the Initial Closing shall not occur (I) prior to the Inside Date or (II) during the last fifteen (15) days of any calendar quarter (other than the fourth quarter of 2020, in which case, the Initial Closing shall not occur on any date after December 18, 2020) and (B) no later than the Drop-Dead Date, or (ii) at such other time and place as the Purchasers may agree, subject, in each case, to the satisfaction or waiver of the conditions set forth in Section 2.03, Section 2.04, Section 2.05, and Section 2.06 at the Initial Closing. (b) The Parties agree that the Class A Purchaser shall be required to deliver the Notice of Initial Closing no later than twelve (12) Business Days prior to the Drop-Dead Date, and to the extent such Notice of Initial Closing has not been delivered by such date, such Notice of Initial Closing shall be deemed to have been given for the entire Class B Purchase Price, and the Initial Closing shall occur on the Drop-Dead Date, subject to the satisfaction or waiver of the conditions set forth in Section 2.03, Section 2.04, Section 2.05, and Section 2.06 on such date. (c) The Initial Closing Securities shall take place at the offices of SkaddenWeil, ArpsGotshal & Mangxx XXX, Slate767 Xxxxx Xxxxxx, Xxxxxxx & Xxx Xxxx, Xxx Xxxx LLP 00000 xx 10:00 a.m. (local time) on the date hereof, or at One Xxxxxx Square, Wilmington, Delaware (or such other location place as may be mutually agreed to by the Company and the PurchasersPurchaser Representative (the "Initial Closing"). (a) At the, Initial Closing, the Company shall take or previously shall have taken, and shall deliver or cause to be delivered to each Purchaser, the following actions and items: (i) A certificate evidencing the Preferred Stock to be purchased by such Purchaser registered in such Purchaser's or its nominee's name. (ii) Payment to Clipper Capital Partners, L.P. of a fee in the aggregate amount of $400,000, minus all fees and expenses paid by the Company pursuant to clause (a) of Section 8.1 hereof (the "Closing Fee"). (iii) A certificate, dated as of the Initial Closing, signed by the Secretary or Assistant Secretary of the Company certifying (A) that attached thereto is a true and complete copy of the Second Amended and Restated Articles and the amended Amended and Restated By-Laws of the Company, (B) resolutions duly adopted by the Board of Directors of the Company authorizing the execution, delivery and performance of this Agreement, the Registration Rights Agreement, the Shareholders Agreement and each other Transaction Document, the issuance and sale of the Initial Securities and the consummation of all other transactions contemplated by this Agreement and the other Transaction Documents and (C) the incumbency of the officer of the Company executing this Agreement and each other Transaction Document, (iv) A registration rights agreement, in the form of Exhibit B hereto (the "Registration Rights Agreement"), duly executed and delivered by the Company and the Purchasers, which Registration Rights Agreement shall be in full force and effect. (v) A shareholders agreement, in the form of Exhibit C hereto (the "Shareholders Agreement"), duly executed and delivered by the Company, the Purchasers and each of the other shareholders of the Company (collectively, the "Shareholders"); and all such action shall have been taken as may be necessary to elect a Board of Directors of the Company, effective upon the Initial Closing, in accordance with the Shareholders Agreement. (vi) Copies of executed second amended and restated employment agreements between the Company and each of Donaxx X. Xxxx and Jaimx X. Xxxx xx the terms described in the Company Prospectus under the caption "Business - Employment Agreements", which second amended and restated

Initial Closing. (a) The Initial Closing shall take place (i) on a closing of the purchase and sale of the Purchased Assets and Acquired Shares other than the Deferred Business Day specified by the Class A Purchaser in a notice to the Company and the Class B Purchasers Purchased Assets (the “Notice of Initial Closing”)) shall be held at the offices of Xxxxxxxx & Xxxxx LLP, following 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m., or remotely via the satisfaction or waiver electronic exchange of documents and signatures, on the first Business Day prior to the Seller Accounting Month End that immediately follows the date that all conditions set forth in Section 2.03Article VII are satisfied (or, Section 2.04to the extent permitted by applicable Law, Section 2.05, and Section 2.06 waived) (other than those conditions that that, by their nature terms or nature, are to be satisfied by delivery of documents or are otherwise to be satisfied by actions taken at the Initial ClosingClosing and that would be so satisfied, but subject to the fulfillment or waiver satisfaction (or, to the extent permitted by applicable Law, written waiver) of those such conditions at the Initial Closing) but which ), or at such other place, time and date as shall take place (A) no earlier than twelve (12) Business Days after receipt by be mutually agreed in writing between ABG Purchaser and Seller; provided, that, notwithstanding the Class B Purchasers of the Notice of Initial Closing; provided that the Initial Closing shall not occur (I) prior to the Inside Date or (II) during the last fifteen (15) days of any calendar quarter (other than the fourth quarter of 2020, in which caseforegoing, the Initial Closing shall not occur prior to August 30, 2024 without the prior written consent of ABG Purchaser. The date on any date after December 18, 2020) and which the Initial Closing takes place is referred to in this Agreement as the “Initial Closing Date”. The Initial Closing shall be deemed to be effective as of 11:59 p.m. on the applicable Seller Accounting Month End (B) no later than the Drop-Dead Date, or (ii) at such other time and place as the Purchasers Parties may mutually agree) (such effective time, subject, in each case, to the satisfaction or waiver of the conditions set forth in Section 2.03, Section 2.04, Section 2.05, and Section 2.06 at the Initial Closing“Measurement Time”). (b) The Parties agree At the Initial Closing, Seller shall deliver or cause to be delivered: (i) to ABG Purchaser and each other Purchaser which is (or is disregarded from for U.S. federal Income Tax purposes) a United States person within the meaning of Section 7701(a)(30) of the Code, an IRS Form W-9 executed by each Seller Entity that is a “United States person” within the Class A Purchaser shall be meaning of Section 7701(a)(30) of the Code; (ii) to the Purchasers, the certificate required to deliver be delivered pursuant to Section 7.01(a)(iv); (iii) to each applicable Purchaser acquiring any member of the Notice Acquired Group at the Initial Closing, duly executed letters of resignation, in form and substance reasonably satisfactory to ABG Purchaser and Seller and effective as of the Initial Closing no later than twelve Closing, from each of the officers, managers or directors of such member of the Acquired Group, except for such officers, managers or directors as may be designated in writing by ABG Purchaser at least two (122) Business Days prior to the Drop-Dead Initial Closing Date; (iv) to ABG Purchaser and each other applicable Purchaser, (A) (1) copies of duly executed Debt Releases with respect to the Purchased Assets and Acquired Shares to be transferred to such Purchaser at the Initial Closing, including but not limited to the Seller Credit Documents, each in form and substance reasonably acceptable to ABG Purchaser (drafts of which shall be delivered to ABG Purchaser and each other applicable Purchaser no later than five (5) Business Days prior to the Initial Closing Date), or (2) at the option of the ABG Purchaser solely with respect to the 9% Senior Notes and the 4.875% Senior Notes (each as defined in the Disclosure Schedules), evidence reasonably satisfactory to the ABG Purchaser that the guarantees made by the Seller Entities or any Acquired Companies, as applicable, of the 9% Senior Notes and the 4.875% Senior Notes have been or substantially simultaneously with the consummation of the Initial Closing will be, released, discharged and terminated in accordance with the Seller Credit Documents governing such 9% Senior Notes and 4.875% Senior Notes, respectively, each in form and substance reasonably acceptable to ABG Purchaser (drafts of such release documentation shall be delivered to ABG Purchaser and each other applicable Purchaser no later than ten (10) Business Days prior to the Initial Closing Date), and (B) evidence reasonably satisfactory to the ABG Purchaser of the termination unwinding or other closeout of all xxxxxx, interest rate swaps, currency swaps or other derivative arrangements in accordance with Section 6.16; (v) to ABG Purchaser, and each other applicable Purchaser, the KYC Information requested by (or on behalf of) such Person (which shall be delivered to such Person at least four (4) Business Days prior to the Initial Closing Date to the extent requested not less than nine (9) Business Days prior to the Initial Closing Date); and (vi) to the Purchasers party to any Other Transaction Documents to be executed at the Initial Closing, counterparts of such Other Transaction Documents to which any Seller Entity is a party, duly executed by such Seller Entity. (c) At the Initial Closing, ABG Purchaser shall deliver or cause to be delivered: (i) to Seller (or one or more Affiliates of Seller as designated by Seller in such amounts as designated by Seller) by wire transfer to a bank account designated in writing by Seller no later than three (3) Business Days prior to the Initial Closing Date, immediately available funds in an amount equal to the Closing Date Purchase Price; (ii) on behalf of the Acquired Companies to be transferred at the Initial Closing, to each payee of any Estimated Unpaid Company Transaction Expenses that are required to be paid off at the Initial Closing, such payee’s applicable portion of such Estimated Unpaid Company Transaction Expenses; provided, however, that any compensatory payments (including the employer portion of Taxes related thereto) included in such Estimated Unpaid Company Transaction Expenses shall be paid to the applicable Purchaser or applicable member of the Acquired Group for payment through payroll (and net of any applicable deductions or withholdings); (iii) on behalf of the Acquired Companies to be transferred at the Initial Closing, to each holder of any Indebtedness under the Seller Credit Documents, a cash amount equal to such holder’s applicable portion thereof in accordance with, and to the extent such Notice required by, the Debt Releases; (iv) to Seller, the certificates required to be delivered pursuant to Section 7.02(a)(iv); and (v) to Seller, counterparts of Initial Closing has not been delivered by such date, such Notice of Initial Closing shall the Other Transaction Documents to be deemed to have been given for the entire Class B Purchase Price, and executed at the Initial Closing shall occur on the Drop-Dead Dateto which a Purchaser or any of its Affiliates is a party, subject to the satisfaction or waiver of the conditions set forth in Section 2.03, Section 2.04, Section 2.05, and Section 2.06 on duly executed by such date. (c) The Initial Closing shall take place at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP at One Xxxxxx Square, Wilmington, Delaware (Purchaser or such other location Affiliate, as agreed to by the Company and the Purchasers)applicable.

Initial Closing. (a) The Initial Closing shall take place (i) on a Business Day specified by On the Class A Purchaser in a notice to terms of this Agreement, the Company and initial closing of the Class B Purchasers Purchase (the “Notice of Initial Closing”)) shall occur at 10:00 a.m. (New York City time) on June 9, following the satisfaction or waiver 2017, subject to all of the conditions to the Initial Closing set forth in Section 2.036.01, Section 2.046.02 and 6.03 of this Agreement have been satisfied or, Section 2.05to the extent permitted by applicable Law, and Section 2.06 waived by the party entitled to the benefit thereof (other than those conditions that by their nature are to be satisfied at the Initial Closing, but subject to the fulfillment satisfaction or waiver of those conditions at such time), at the Initial Closing) but which shall take place (A) no earlier than twelve (12) Business Days after receipt by the Class B Purchasers offices of Sidley Austin LLP, 1999 Avenue of the Notice of Initial Closing; provided that Stars, Xxx Xxxxxxx, Xxxxxxxxxx 00000, or at such other place, time and date as shall be agreed between the Company and the Purchaser (the date on which the Initial Closing shall not occur (I) prior to the Inside Date or (II) during the last fifteen (15) days of any calendar quarter (other than the fourth quarter of 2020, in which caseoccurs, the “Initial Closing shall not occur on any date after December 18, 2020) and (B) no later than the Drop-Dead Date, or (ii) at such other time and place as the Purchasers may agree, subject, in each case, to the satisfaction or waiver of the conditions set forth in Section 2.03, Section 2.04, Section 2.05, and Section 2.06 at the Initial Closing”). (b) The Parties agree that At the Class A Initial Closing: (i) the Company shall deliver to the Purchaser (1) 172,500 Acquired Shares purchased by it free and clear of all Liens, except restrictions on transfer imposed by the Securities Act, Section 5.08 and any applicable securities Laws and (2) the Registration Rights Agreement, duly executed by the Company; and (ii) the Purchaser shall be required to deliver (1) pay the Notice of Initial Closing no later than twelve (12) Business Days prior Purchase Price for the 172,500 Acquired Shares purchased by it to the Drop-Dead DateCompany, and by wire transfer in immediately available U.S. federal funds, to the extent such Notice of Initial Closing has not been delivered by such date, such Notice of Initial Closing shall be deemed to have been given for the entire Class B Purchase Price, and the Initial Closing shall occur on the Drop-Dead Date, subject to the satisfaction or waiver of the conditions set forth in Section 2.03, Section 2.04, Section 2.05, and Section 2.06 on such date. (c) The Initial Closing shall take place at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP at One Xxxxxx Square, Wilmington, Delaware (or such other location as agreed to account designated by the Company in writing and (2) deliver to the Purchasers)Company the Registration Rights Agreement, duly executed by the Purchaser.

Initial Closing. (a) The Initial Closing shall take place (i) on a Business Day specified by the Class A Purchaser in a notice Subject to the Company and the Class B Purchasers (the “Notice of Initial Closing”), following the satisfaction or waiver of the conditions set forth in Section 2.032.3, Section 2.04, Section 2.05, and Section 2.06 (other than those conditions that by their nature are to be satisfied by the taking of an act or delivery of a document at the Initial Closing, but subject the transactions referred to in this Section 2.2 (the fulfillment or waiver of those conditions at the “Initial Closing”) but which shall take place (A) no earlier than twelve (12) Business Days after receipt by the Class B Purchasers of the Notice of Initial Closing; provided that the Initial Closing shall not occur (I) immediately prior to the Inside Date or consummation of the Acquisition (II) during the last fifteen (15) days of any calendar quarter (other than the fourth quarter of 2020, in which case, the “Initial Closing shall not occur Date”) or on any the date after December 18hereof (as specified below), 2020) and (B) no later than the Drop-Dead Dateat a location determined by PDL, or (ii) at such other date, time and or place as the Purchasers may agree, subject, parties hereto shall agree in each case, to the satisfaction or waiver of the conditions set forth in Section 2.03, Section 2.04, Section 2.05, and Section 2.06 at the Initial Closingwriting. (b) The Parties agree that the Class A Purchaser shall be required to deliver the Notice of Initial Closing no later than twelve (12) Business Days prior to the Drop-Dead Date, and to the extent such Notice of Initial Closing has not been delivered by such date, such Notice of Initial Closing shall be deemed to have been given for the entire Class B Purchase Price, and At the Initial Closing Closing, the Company shall occur on the Drop-Dead Dateissue and deliver to PDL, subject to the satisfaction or waiver of the conditions 9,400,000 Preferred Shares as set forth in Annex A (the “Initial PDL Preferred Shares”) which shall be paid up in accordance with Section 2.03, Section 2.04, Section 2.05, and Section 2.06 on such date2.2(d). (c) The Initial Closing shall take place at On the offices of Skaddendate hereof, Arps, Slate, Xxxxxxx & Xxxx LLP at One Xxxxxx Square, Wilmington, Delaware (or such other location as agreed to by the Company shall issue and deliver to Farah, 600,000 Preferred Shares as set forth in Annex A (the “Farah Preferred Shares”) which shall be paid up in accordance with Section 2.2(f). (d) At the Initial Closing, PDL shall pay to the Company, in addition to the [***], $66,150,000, such amount being in consideration for the Initial PDL Preferred Shares, $94,000 of which shall pay up the nominal value of the Initial PDL Preferred Shares and the Purchasers)remainder of which shall be allocated to the share premium account of the Company. The [***] shall also be allocated as share premium account of the Company. (e) At the Initial Closing, PDL shall make a loan to the Company in an amount equal to $75,000,000. (f) On the date hereof, Farah shall pay to the Company $233,833, such amount being in consideration for the Farah Preferred Shares, $6,000 of which shall pay up the nominal value of the Farah Preferred Shares and the remainder of which shall be allocated to the share premium account of the Company.

Initial Closing. (a) The Initial Closing shall take place (i) on a Business Day specified by the Class A Purchaser in a notice On or prior to the Company and the Class B Purchasers (the “Notice of Initial Closing”), following the satisfaction or waiver of the conditions set forth in Section 2.03, Section 2.04, Section 2.05, and Section 2.06 (other than those conditions that by their nature are to be satisfied at the Initial Closing, but subject to the fulfillment or waiver of those conditions at the Initial Closing) but which shall take place (A) no earlier than twelve (12) Business Days after receipt by the Class B Purchasers of the Notice of Initial Closing; provided that the Initial Closing shall not occur (I) prior to the Inside Date or (II) during the last fifteen (15) days of any calendar quarter (other than the fourth quarter of 2020, in which caseDate, the Initial Closing Company shall not occur deliver or cause to be delivered to each Purchaser the following: (1) this Agreement, duly executed by the Company; (2) for each Purchaser, evidence of a book entry transfer evidencing a number of shares of Senior Preferred Stock as set forth on any date after December 18such Purchaser’s signature page hereto, 2020) registered in the name of such Purchaser, and (B) no later than the Drop-Dead Date, or (ii) at such other time and place as the Purchasers may agree, subject, in each case, to the satisfaction or waiver evidence of the conditions set forth in Section 2.03, Section 2.04, Section 2.05, filing and Section 2.06 at acceptance of the Initial Closing.Certificate of Designation from the Secretary of State of the State of Delaware; (b3) The Parties agree that the Class A Purchaser shall be required to deliver the Notice of Initial Closing no later than twelve (12) Business Days prior to the Drop-Dead Date, and to the extent such Notice of Initial Closing has not been delivered by such date, such Notice of Initial Closing shall be deemed to have been given for the entire Class B Purchase Price, and the Initial Closing shall occur on the Drop-Dead Date, subject to the satisfaction or waiver of the conditions set forth in Section 2.03, Section 2.04, Section 2.05, and Section 2.06 on such date.Company’s wire instructions; (c4) The Initial Closing shall take place at the offices of SkaddenRegistration Rights Agreement, Arpsduly executed by the Company; (5) the Voting Agreement and Consent, Slate, Xxxxxxx & Xxxx LLP at One Xxxxxx Square, Wilmington, Delaware (or such other location as agreed to duly executed by the Company and the Purchasers)Voting Parties; (6) a Company Legal Opinion, duly executed by Company Counsel; and (7) a Company Closing Certificate, duly executed by an authorized officer of the Company. (ii) On or prior to the Initial Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (1) this Agreement, duly executed by such Purchaser; (2) such Purchaser’s Initial Subscription Amount by wire transfer to the account specified in writing by the Company; (3) the Registration Rights Agreement, duly executed by such Xxxxxxxxx; and (4) an “accredited investor” questionnaire, in a form acceptable to the Company in its reasonable discretion, duly executed by such Purchaser; and (5) a Purchaser Closing Certificate, duly executed by an authorized officer of such Purchaser.

Initial Closing. 2.1 The completion of the purchase and sale of the Shares and Warrants (the “Closing”) shall occur on a date mutually agreed by the Investors and the Company (the“Closing Date”), which date shall not be later than June 9, 2006 (the “Outside Date”). At the Closing, the Company shall deliver to each Investor one or more certificates representing the number of Shares and Warrants purchased by such Investor, respectively, set forth in paragraph 2 of the Securities Purchase Agreement, each such certificate to be registered in the name of an Investor or, if so indicated on the Certificate Questionnaire, substantially in the form attached hereto as Exhibit B, in the name of a nominee designated by such Investor. In exchange for the delivery of the certificates representing such Shares and Warrants, the Investors shall deliver the Purchase Price to the Company by wire transfer of immediately available funds pursuant to the Company’s written instructions. 2.2 The Company’s obligation to issue and sell the Shares and Warrants to the Investors shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) The Initial Closing shall take place (i) on a Business Day specified prior receipt by the Class A Purchaser Company of an executed copy of this Agreement; (b) the accuracy in a notice all material respects when made and on the Closing Date of the representations and warranties made by the Investors in this Agreement and the fulfillment of the obligations of the Investors to be fulfilled by it under this Agreement on or prior to the Closing in all material respects; (c) the execution and delivery by the Investors of the Registration Rights Agreement; (d) receipt of the Purchase Price; and (e) the absence of any order, writ, injunction, judgment or decree that questions the validity of the Agreements or the right of the Company or the Investors to enter into the Agreements or to consummate the transactions contemplated hereby and thereby. 2.3 The Investors’ obligation to purchase the Shares and Warrants shall be subject to the following conditions, any one or more of which may be waived by the Investors: (a) the delivery to the Investors of a legal opinion, dated the Closing Date, from general counsel of the Company, substantially in the form attached hereto as Exhibit E; (b) the accuracy in all material respects of the representations and warranties made by the Company in this Agreement on the date hereof and, if different, on the Closing Date and the Class B Purchasers fulfillment of the obligations of the Company to be fulfilled by it under this Agreement on or prior to the Closing in all material respects; (c) the “Notice execution and delivery by the Company of Initial the Registration Rights Agreement, (d) the fulfillment of the obligations of the Company to be fulfilled by it under this Agreement on or prior to the Closing”); (e) the absence of any order, following writ, injunction, judgment or decree that questions the satisfaction validity of the Agreements or waiver the right of the Company or the Investors to enter into such Agreements or to consummate the transactions contemplated hereby and thereby; and (f) the delivery to the Investors by the Secretary or Assistant Secretary of the Company of a certificate stating that the conditions specified in this paragraph have been fulfilled. 2.4 In the event that the Closing does not occur on or before the Outside Date as a result of the Company’s failure to satisfy any of the conditions set forth in Section 2.03above (and such condition has not been waived by the Investor), Section 2.04, Section 2.05, the Company shall return any and Section 2.06 (other than those conditions that by their nature are to be satisfied at the Initial Closing, but subject all funds paid hereunder to the fulfillment or waiver of those conditions at the Initial Closing) but which shall take place (A) no earlier than twelve (12) Business Days after receipt by the Class B Purchasers of the Notice of Initial Closing; provided that the Initial Closing shall not occur (I) prior to the Inside Date or (II) during the last fifteen (15) days of any calendar quarter (other than the fourth quarter of 2020, in which case, the Initial Closing shall not occur on any date after December 18, 2020) and (B) Investors no later than the Drop-Dead Date, or one (ii1) at such other time and place as the Purchasers may agree, subject, in each case, to the satisfaction or waiver of the conditions set forth in Section 2.03, Section 2.04, Section 2.05, and Section 2.06 at Business Day following the Initial Closing. (b) The Parties agree that the Class A Purchaser shall be required to deliver the Notice of Initial Closing no later than twelve (12) Business Days prior to the Drop-Dead Date, and to the extent such Notice of Initial Closing has not been delivered by such date, such Notice of Initial Closing shall be deemed to have been given for the entire Class B Purchase Price, Outside Date and the Initial Closing Investors shall occur have no further obligations hereunder. For purposes of this Agreement, “Business Day” shall mean any day other than a Saturday, Sunday or other day on which the Drop-Dead DateNew York Stock Exchange or commercial banks located in Boston, subject Massachusetts are permitted or required by law to the satisfaction or waiver of the conditions set forth in Section 2.03, Section 2.04, Section 2.05, and Section 2.06 on such dateclose. (c) The Initial Closing shall take place at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP at One Xxxxxx Square, Wilmington, Delaware (or such other location as agreed to by the Company and the Purchasers).

Initial Closing. 2.1 The completion of the purchase and sale of the Shares and Warrants (the “Closing”) shall occur on a date mutually agreed by the Investors and the Company (the“Closing Date”), which date shall not be later than September 27, 2007 (the “Outside Date”). At the Closing, the Company shall deliver to each Investor one or more certificates representing the number of Shares and Warrants purchased by such Investor, respectively, set forth in paragraph 2 of the Securities Purchase Agreement, each such certificate to be registered in the name of an Investor or, if so indicated on the Certificate Questionnaire, substantially in the form attached hereto as Exhibit B, in the name of a nominee designated by such Investor. In exchange for the delivery of the certificates representing such Shares and Warrants, the Investors shall deliver the Purchase Price to the Company by wire transfer of immediately available funds pursuant to the Company’s written instructions. 2.2 The Company’s obligation to issue and sell the Shares and Warrants to the Investors shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) The Initial Closing shall take place (i) on a Business Day specified prior receipt by the Class A Purchaser Company of an executed copy of this Agreement; (b) the accuracy in a notice all material respects when made and on the Closing Date of the representations and warranties made by the Investors in this Agreement and the fulfillment of the obligations of the Investors to be fulfilled by it under this Agreement on or prior to the Closing in all material respects; (c) the execution and delivery by the Investors of the Registration Rights Agreement; (d) receipt of the Purchase Price; and (e) the absence of any order, writ, injunction, judgment or decree that questions the validity of the Agreements or the right of the Company or the Investors to enter into the Agreements or to consummate the transactions contemplated hereby and thereby. 2.3 The Investors’ obligation to purchase the Shares and Warrants shall be subject to the following conditions, any one or more of which may be waived by the Investors: (a) the delivery to the Investors of a legal opinion, dated the Closing Date, from general counsel of the Company, substantially in the form attached hereto as Exhibit E; (b) the accuracy in all material respects of the representations and warranties made by the Company in this Agreement on the date hereof and, if different, on the Closing Date and the Class B Purchasers fulfillment of the obligations of the Company to be fulfilled by it under this Agreement on or prior to the Closing in all material respects; (c) the “Notice execution and delivery by the Company of Initial the Registration Rights Agreement, (d) the fulfillment of the obligations of the Company to be fulfilled by it under this Agreement on or prior to the Closing”); (e) the absence of any order, following writ, injunction, judgment or decree that questions the satisfaction validity of the Agreements or waiver the right of the Company or the Investors to enter into such Agreements or to consummate the transactions contemplated hereby and thereby; and (f) the delivery to the Investors by the Secretary or Assistant Secretary of the Company of a certificate stating that the conditions specified in this paragraph have been fulfilled. 2.4 In the event that the Closing does not occur on or before the Outside Date as a result of the Company’s failure to satisfy any of the conditions set forth in Section 2.03above (and such condition has not been waived by the Investor), Section 2.04, Section 2.05, the Company shall return any and Section 2.06 (other than those conditions that by their nature are to be satisfied at the Initial Closing, but subject all funds paid hereunder to the fulfillment or waiver of those conditions at the Initial Closing) but which shall take place (A) no earlier than twelve (12) Business Days after receipt by the Class B Purchasers of the Notice of Initial Closing; provided that the Initial Closing shall not occur (I) prior to the Inside Date or (II) during the last fifteen (15) days of any calendar quarter (other than the fourth quarter of 2020, in which case, the Initial Closing shall not occur on any date after December 18, 2020) and (B) Investors no later than the Drop-Dead Date, or one (ii1) at such other time and place as the Purchasers may agree, subject, in each case, to the satisfaction or waiver of the conditions set forth in Section 2.03, Section 2.04, Section 2.05, and Section 2.06 at Business Day following the Initial Closing. (b) The Parties agree that the Class A Purchaser shall be required to deliver the Notice of Initial Closing no later than twelve (12) Business Days prior to the Drop-Dead Date, and to the extent such Notice of Initial Closing has not been delivered by such date, such Notice of Initial Closing shall be deemed to have been given for the entire Class B Purchase Price, Outside Date and the Initial Closing Investors shall occur have no further obligations hereunder. For purposes of this Agreement, “Business Day” shall mean any day other than a Saturday, Sunday or other day on which the Drop-Dead DateNew York Stock Exchange or commercial banks located in Boston, subject Massachusetts are permitted or required by law to the satisfaction or waiver of the conditions set forth in Section 2.03, Section 2.04, Section 2.05, and Section 2.06 on such dateclose. (c) The Initial Closing shall take place at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP at One Xxxxxx Square, Wilmington, Delaware (or such other location as agreed to by the Company and the Purchasers).

Initial Closing. (a) The On the terms of this Agreement, the closing of the Initial Closing shall take place (i) on a Business Day specified by the Class A Purchaser in a notice to the Company and the Class B Purchasers Purchase (the “Notice of Initial Closing”)) shall occur at 10:00 a.m. (New York City time) on November 22, following the satisfaction or waiver 2022, provided that all of the conditions to the Initial Closing set forth in Section 2.03Article VI of this Agreement have been satisfied or, Section 2.04to the extent permitted by applicable Law, Section 2.05, and Section 2.06 waived by the party entitled to the benefit thereof (other than those conditions that by their nature are to be satisfied at the Initial Closing, but subject to the fulfillment satisfaction or waiver of those conditions at such time) on or before such date or if such conditions are not satisfied or waived on or before such date, then on the Initial Closing) but which shall take place (A) no earlier than twelve (12) first Business Days after receipt Day following the satisfaction or, to the extent permitted by applicable Law, waiver of such conditions by the Class B Purchasers of the Notice of Initial Closing; provided that the Initial Closing shall not occur (I) prior party entitled to the Inside Date or (II) during the last fifteen (15) days of any calendar quarter benefit thereof (other than the fourth quarter of 2020, in which case, the Initial Closing shall not occur on any date after December 18, 2020) and (B) no later than the Drop-Dead Date, or (ii) at such other time and place as the Purchasers may agree, subject, in each case, those conditions that by their nature are to the satisfaction or waiver of the conditions set forth in Section 2.03, Section 2.04, Section 2.05, and Section 2.06 be satisfied at the Initial Closing. (b) The Parties agree that the Class A Purchaser shall be required to deliver the Notice of Initial Closing no later than twelve (12) Business Days prior to the Drop-Dead Date, and to the extent such Notice of Initial Closing has not been delivered by such date, such Notice of Initial Closing shall be deemed to have been given for the entire Class B Purchase Price, and the Initial Closing shall occur on the Drop-Dead Date, but subject to the satisfaction or waiver of the those conditions set forth in Section 2.03, Section 2.04, Section 2.05, and Section 2.06 on at such date. (c) time). The Initial Closing shall take place be conducted remotely via the electronic exchange of documents and signatures, or at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP at One Xxxxxx Square, Wilmington, Delaware (or such other location place, time or date as shall be agreed to by between the Company and the Purchasers)Investor. The date on which the Initial Closing occurs is referred to herein as the “Initial Closing Date”. (b) At the Initial Closing: (i) the Company shall deliver to the Investor (1) the Initial Acquired Shares, free and clear of all Liens, except restrictions imposed by the Certificate of Designations, applicable securities Laws and this Agreement and (2) the Registration Rights Agreement, duly executed by the Company; and (ii) the Investor shall (1) pay the Initial Purchase Price to the Company, by wire transfer in immediately available U.S. federal funds, to the account designated by the Company in writing and (2) deliver to the Company the Registration Rights Agreement, duly executed by the Investor.

Initial Closing. (a) The At the Initial Closing Closing, if appropriate, the Buyer shall take place deliver to or at the direction of the Required Sellers duly executed and properly acknowledged, relating to the Ownership Shares being sold, assigned or transferred at such Closing: (i) on the Relevant Facility Purchase Price, the Relevant Fuel Purchase Price, the Relevant Unit 2 Purchase Price, the NAEC Real Property Purchase Price and amounts due from the Buyer, if any, for the Estimated Adjustment pursuant to Section 2.6(d); (ii) an Assignment and Assumption Agreement; (iii) the Asset Demarcation Agreement; (iv) the Interconnection Agreement; (v) an Interim Services Agreement; (vi) the Acceptable Guaranty; (vii) the Agreement to Amend Transmission Support Agreement; (viii) evidence of the Buyer's membership in NEPOOL; (ix) a Business Day specified by certificate from an authorized officer of the Class A Purchaser in a notice Buyer, dated the Initial Closing Date, to the Company and the Class B Purchasers (the “Notice of Initial Closing”)effect that, following the satisfaction or waiver of to such officer's Knowledge, the conditions set forth in Section 2.03Sections 6.2(a), Section 2.046.2(b), Section 2.056.2(d), 6.2(e), 6.2(f), 6.2(g), 6.2(h), 6.2(i) and 6.2(l) have been satisfied; (x) a copy, certified by an authorized officer of the Buyer, of resolutions authorizing the execution and delivery of this Agreement and the Related Agreements to which the Buyer is a party and instruments attached as exhibits hereto and thereto, and Section 2.06 the consummation of the transactions contemplated hereby and thereby; (xi) a certificate of an authorized officer of the Buyer which shall identify by name and title and bear the signature of the officers of the Buyer authorized to execute and deliver this Agreement and the Related Agreements to which the Buyer is a party and instruments attached as exhibits hereto and thereto; (xii) a certificate of good standing with respect to the Buyer (dated as of a recent date prior to the Initial Closing Date) issued by the Secretary of State of the State of Delaware; (xiii) a certificate of good standing with respect to the Buyer (dated as of a recent date prior to the Initial Closing Date) issued by the Secretary of State of the State of New Hampshire; (xiv) an opinion or opinions from one or more counsel to the Buyer (who shall be reasonably satisfactory to the Required Sellers), dated the Initial Closing Date and reasonably satisfactory in form to the Sellers and their counsel, covering substantially the matters set forth in SCHEDULE 2.12; (xv) such other than those conditions that by their nature agreements, consents, documents, instruments and writings as are reasonably required to be satisfied delivered by the Buyer at or prior to such Closing Date pursuant to this Agreement or the Related Agreements or otherwise reasonably required in connection herewith or therewith, including all such other instruments of assumption as the Seller Representatives or their counsel may reasonably request in connection with the purchase of the Acquired Assets or the transactions contemplated hereby; and (xvi) to the extent no Seller Easements exist at the Initial ClosingClosing Date, but subject an Easement Agreement executed by the Buyer with respect to the fulfillment or waiver of those conditions at the Initial Closing) but which shall take place (A) no earlier than twelve (12) Business Days after receipt by the Class B Purchasers of the Notice of Initial Closing; provided that the Initial Closing shall not occur (I) prior to the Inside Date or (II) during the last fifteen (15) days of any calendar quarter (other than the fourth quarter of 2020, in which case, the Initial Closing shall not occur on any date after December 18, 2020) and (B) no later than the Drop-Dead Date, or (ii) at such other time and place as the Purchasers may agree, subject, in each case, to the satisfaction or waiver of the conditions set forth in Section 2.03, Section 2.04, Section 2.05, and Section 2.06 Ownership Shares it acquires at the Initial Closing. (b) The Parties agree that the Class A Purchaser shall be required to deliver the Notice of Initial Closing no later than twelve (12) Business Days prior to the Drop-Dead Date, and to the extent such Notice of Initial Closing has not been delivered by such date, such Notice of Initial Closing shall be deemed to have been given for the entire Class B Purchase Price, and the Initial Closing shall occur on the Drop-Dead Date, subject to the satisfaction or waiver of the conditions set forth in Section 2.03, Section 2.04, Section 2.05, and Section 2.06 on such date. (c) The Initial Closing shall take place at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP at One Xxxxxx Square, Wilmington, Delaware (or such other location as agreed to by the Company and the Purchasers).

Initial Closing. (a) The Initial Closing of the transaction contemplated hereby shall take place occur at the offices of TroyGould PC, 1000 Xxxxxxx Xxxx Xxxx, Xxxxx 0000, Xxx Xxxxxxx, XX 00000-0000 at such time as both Buyer and Seller have provided to Wxxxxxx X. Xxxxx, Esq. (“Escrow Agent”), acting on behalf of the Company: (i) on a Business Day specified by the Class A Purchaser in a notice to certificates for the Company Shares, (ii) fully executed copies of this Agreement, (iii) assignment and Stock Powers for each of the Initial Closing and the Class B Purchasers Second Closing (each with a medallion guarantee and each generally in the form attached hereto as Exhibit 2), (iv) the initial Purchase Price of $573,552.00, (v) the fully executed Escrow Agreement, (vi) the fully executed Letter of Credit, (vii) a certificate (the “Notice of Initial ClosingClosing Certificate”), following ) executed by Seller and Buyer (and by the satisfaction or waiver of sellers and the conditions set forth Buyer in Section 2.03, Section 2.04, Section 2.05, a related transaction (the “Txxxx Transaction”) in a form satisfactory to the Company) authorizing the Company to disburse the proceeds and Section 2.06 (other than those conditions that by their nature are to be satisfied at documents from the Initial Closing, but subject and (viii) any other documents necessary to complete the transaction and the Txxxx Transaction simultaneously (including, without limitation, the Related Agreement, releases and resignations of Jxxx Xxxxxxxxx and Jxxx Xxxxx as officers and directors of the Company and from any other positions they hold with respect to the fulfillment or waiver Company). The Initial Closing of those conditions at the transaction contemplated in this Agreement is contingent upon the simultaneous closing of a similar transaction defined above as the “Txxxx Transaction” including the Buyer and (as sellers) Jxxx Xxxxx and Cxxxxxx Company in accordance with the terms of a stock purchase agreement therefor. Upon the Initial Closing) but which shall take place , the Company shall: (A) no earlier than twelve Complete the Txxxx Transaction as described in the documents defining the Txxxx Transaction; (12B) Business Days after receipt by Deliver the Class B Purchasers initial Purchase Price to the Seller pursuant to instructions received from the Seller; (C) Deliver the certificate(s) for the Shares to be issued in the name of the Notice of Initial Closing; provided that Buyer following the Initial Closing shall not occur (I) prior together with the assignment and stock power relating thereto to the Inside Date or (II) during transfer agent for transfer on the last fifteen (15) days books of any calendar quarter (other than the fourth quarter Company and issuance and delivery of 2020, in which case, the Initial Closing shall not occur on any date after December 18, 2020) and (B) no later than the Drop-Dead Date, or (ii) at such other time and place as the Purchasers may agree, subject, in each case, a certificate to the satisfaction or waiver of Purchaser; and (D) Deliver the conditions set forth in Section 2.03, Section 2.04, Section 2.05remaining certificates and medallion-guaranteed assignment and stock powers, and Section 2.06 at the Initial ClosingLetter of Credit to the Escrow Agent named in the Escrow Agreement. (bE) The Parties agree that Deliver the Class A Purchaser shall be required to deliver the Notice of Initial Closing no later than twelve (12) Business Days prior remaining documents to the Drop-Dead Date, and to Buyer or the extent such Notice of Initial Closing has not been delivered by such date, such Notice of Initial Closing shall be deemed to have been given for the entire Class B Purchase Price, and the Initial Closing shall occur on the Drop-Dead Date, subject to the satisfaction or waiver of the conditions set forth in Section 2.03, Section 2.04, Section 2.05, and Section 2.06 on such dateSeller as appropriate. (cF) The Initial Closing shall take place at File a Form 8-K with the offices Securities and Exchange Commission announcing the completion of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP at One Xxxxxx Square, Wilmington, Delaware (or the transaction and the resignations of Messrs. Alexander and Txxxx and such other location matters as agreed to by the Company and the Purchasers)its counsel determine appropriate.

Initial Closing. (a) The Initial Closing shall take place (i) on a Business Day specified by closing of the Class A Purchaser in a notice to the Company and the Class B Purchasers Perpetual Preferred Share Purchase (the “Notice of Initial Closing”) shall occur immediately after the consummation of the Merger (the date on which the consummation of the Merger occurs, the “Initial Closing Date”), following subject only to the satisfaction or (to the extent permitted by law) waiver of the conditions to the Initial Closing set forth in Section 2.031.02(c) and 1.02(d), Section 2.04at the offices of Shearman & Sterling LLP, Section 2.05599 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, unless another time, date or place is agreed to in writing by the Investors and Section 2.06 the Company. (other than those conditions that by their nature are to be satisfied at b) At the Initial Closing, but subject (i) the Company shall deliver to each Investor certificates representing the Purchased Perpetual Preferred Shares to be sold to such Investor, duly registered in the name of such Investor, and (ii) each Investor shall pay to the fulfillment or waiver of those conditions at Company the Initial Closing) but which amount set forth opposite such Investor’s name on Schedule I hereto, and such payment shall take place be (A) no earlier than twelve in the case of each Trust, effected as a deduction from the Merger Consideration (12as defined in the Merger Agreement) Business Days after receipt to be received by such Investor pursuant to and in accordance with the Class B Purchasers terms of the Notice Merger Agreement and (B) in all other cases, effected as a deduction from the Merger Consideration to be received by such Investor pursuant to and in accordance with the terms of Initial Closingthe Merger Agreement; provided provided, however, that the Initial Closing shall not occur Company will cooperate with such Investor in respect of the allocation of preferred stock certificates among such Investor’s accounts and in respect of the appropriate allocation of cash deposits (I) prior to the Inside Date or deductions described in (II) during the last fifteen (15) days of any calendar quarter (other than the fourth quarter of 2020, in which case, the Initial Closing shall not occur on any date after December 18, 2020A) and (B) above, each a “Perpetual Preferred Deduction”). (c) The respective obligation of each Investor and the Company to effect the Perpetual Preferred Share Purchase is subject to the satisfaction at the Initial Closing of each of the following conditions: (i) no later than injunction, restraint or prohibition by any court or other tribunal of competent jurisdiction which prohibits the Drop-Dead Date, or Perpetual Preferred Share Purchase shall have been entered and shall continue to be in effect; and (ii) at such other time the merger of Ramses Acquisition Corp., a Delaware corporation and place as the Purchasers may agree, subject, in each case, to the satisfaction or waiver a wholly owned subsidiary of the conditions set forth Company (“Ramses”), with and into Rohm and Xxxx Company, a Delaware corporation (the “Merger”), shall have been consummated in Section 2.03, Section 2.04, Section 2.05, and Section 2.06 at accordance with the Initial Closingterms of the Merger Agreement. (bd) The Parties agree that obligation of each Investor to effect the Class A Purchaser shall be required to deliver the Notice of Initial Closing no later than twelve (12) Business Days prior to the Drop-Dead Date, and to the extent such Notice of Initial Closing has not been delivered by such date, such Notice of Initial Closing shall be deemed to have been given for the entire Class B Perpetual Preferred Share Purchase Price, and the Initial Closing shall occur on the Drop-Dead Date, is also subject to the satisfaction or waiver by such Investor at or prior to the Initial Closing of each of the conditions following conditions: (i) each Investor shall have been paid by wire transfer of immediately available funds the Merger Consideration (as reduced by the Perpetual Preferred Deduction and, in the case of each Trust and so long as the Company has not exercised its Option, the Convertible Preferred Deduction) to be received by such Investor pursuant to and in accordance with the terms of the Merger Agreement; (ii) each Investor shall have been paid on the date of this Agreement by wire transfer of immediately available funds a commitment fee equal to 2.25% of the aggregate purchase price (set forth opposite such Investor’s name on Schedule I hereto) to be paid by such Investor for the Purchased Perpetual Preferred Shares to be sold to such Investor; (iii) the Purchased Perpetual Preferred Shares shall have been duly authorized and, when issued and delivered in Section 2.03accordance with the terms of this Agreement, Section 2.04will be (A) validly issued, Section 2.05fully paid and nonassessable, (B) not have been issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right and (C) be free and clear of all pledges, liens, charges, mortgages, encumbrances or security interests of any kind or nature whatsoever other than those for the benefit of any Investor or affiliate thereof; (iv) the Board of Directors of the Company shall have duly adopted resolutions approving the Perpetual Preferred Certificate of Designations, and Section 2.06 on such date.the Company shall have filed the Perpetual Preferred Certificate of Designations with the Secretary of State of the State of Delaware and the Perpetual Preferred Certificate of Designations shall have become effective; (cv) The Initial Closing each Trust shall take place at have been paid on the offices date of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP at One Xxxxxx Square, Wilmington, Delaware this Agreement by wire transfer of immediately available funds a commitment fee equal to 0.75% of the aggregate purchase price (or set forth opposite such other location Trust’s name on Schedule II hereto) to be paid by such Trust for the Purchased Convertible Preferred Shares to be sold to such Trust; (vi) so long as agreed to by the Company has not exercised its Option, the Purchased Convertible Preferred Shares shall have been duly authorized and, when issued and delivered in accordance with the terms of this Agreement, will be (A) validly issued, fully paid and nonassessable, (B) not have been issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right and (C) be free and clear of all pledges, liens, charges, mortgages, encumbrances or security interests of any kind or nature whatsoever other than those for the benefit of any Investor or affiliate thereof; and (vii) so long as the Company has not exercised its Option, the Board of Directors of the Company shall have duly adopted resolutions approving the Convertible Preferred Certificate of Designations, and the Purchasers)Company shall have filed the Convertible Preferred Certificate of Designations with the Secretary of State of the State of Delaware and the Convertible Preferred Certificate of Designations shall have become effective.

Initial Closing. The closing of the Initial Investment (athe “Initial Closing”) The Initial Closing shall take place (i) remotely via the electronic exchange of documents and signatures at 10:00 a.m. Eastern Time on a Business Day specified by the Class A Purchaser in a notice to the Company and the Class B Purchasers (the “Notice of Initial Closing”)March 31, following the satisfaction or waiver of the conditions set forth in Section 2.032021, Section 2.04, Section 2.05, and Section 2.06 (other than those conditions that by their nature are to be satisfied at the Initial Closing, but subject to the fulfillment or waiver of those conditions at the Initial Closing) but which shall take place (A) no earlier than twelve (12) Business Days after receipt by the Class B Purchasers of the Notice of Initial Closing; provided that the Initial Closing shall not occur (I) prior to the Inside Date or (II) during the last fifteen (15) days of any calendar quarter (other than the fourth quarter of 2020, in which case, the Initial Closing shall not occur on any date after December 18, 2020) and (B) no later than the Drop-Dead Date, or (ii) at such other time and place as the Purchasers may agree, subject, in each case, to the satisfaction or waiver of the conditions set forth in Section 2.03, Section 2.04, Section 2.05, and Section 2.06 at the Initial Closing. (b) The Parties agree that the Class A Purchaser shall be required to deliver the Notice of Initial Closing no later than twelve (12) Business Days prior to the Drop-Dead Date, and to the extent such Notice of Initial Closing has not been delivered by such date, such Notice of Initial Closing shall be deemed to have been given for the entire Class B Purchase Price, and the Initial Closing shall occur on the Drop-Dead Date, subject to the satisfaction or waiver of the conditions set forth in Section 2.03, Section 2.04, Section 2.05, and Section 2.06 on such date. (c) The Initial Closing shall take place at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP at One Xxxxxx Square, Wilmington, Delaware (or such other location as unless otherwise agreed to in writing by the Company and the Purchasers)Investor. The date on which the Initial Investment is to occur is herein referred to as the “Initial Closing Date.” (i) At the Initial Closing: (A) the Company shall deliver to the Investor (1) the Series B-1 Preferred Shares free and clear of all Liens, except restrictions imposed by the articles of incorporation and bylaws of the Company, the Securities Act or any applicable state or foreign securities Laws, and Liens arising due to actions by or on behalf of the Investor, including Liens contemplated by the Issuer Agreement, if any, or Section 5.08 of this Agreement, and (2) the Registration Rights Agreement, duly executed by the Company; (B) the Company will deliver to the Investor a customary legal opinion of the General Counsel of the Company or outside corporate counsel to the Company as to the due authorization, valid issuance and non-assessability of the Series B-1 Preferred Shares; (C) the Investor shall (1) pay the Initial Investment Purchase Price to the Company, by wire transfer in immediately available U.S. federal funds, to the account designated by the Company in writing, and (2) deliver to the Company the Registration Rights Agreement, duly executed by the Investor; (D) the Company shall have executed the Issuer Agreement and delivered it to the Investor and, if requested by the Investor, the Company shall have executed and delivered a VCOC Letter to the Investor in a form reasonably acceptable to the Company; (E) the Investor and the Company shall have received the Management Services Agreement duly executed by the other party; and (F) the Company will file the Statement With Respect to Shares with the Pennsylvania Department of State.

Initial Closing. (a) The Initial Closing shall take place (i) on a Business Day specified On or prior to the Initial Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (A) this Agreement duly executed by the Class A Purchaser Company; (B) a Note with a principal amount equal to such Purchaser’s Principal Amount, as set forth on Schedule 1 hereto, registered in the name of such Purchaser; (C) a notice to Warrant registered in the Company and name of such Purchaser; (D) a certificate of the Class B Purchasers (President of the “Notice Company, dated as of the Initial Closing”)Closing Date, following the satisfaction or waiver of certifying that the conditions set forth in Section 2.03, Section 2.04, Section 2.05, and Section 2.06 2.3(a)(ii) below have been fulfilled; (other than those conditions that by their nature are to be satisfied at the Initial Closing, but subject to the fulfillment or waiver of those conditions at the Initial ClosingE) but which shall take place (A) no earlier than twelve (12) Business Days after receipt by the Class B Purchasers a certificate of the Notice Secretary of Initial Closing; provided that the Company, dated as of the Initial Closing shall not occur (I) prior to the Inside Date or (II) during the last fifteen (15) days of any calendar quarter (other than the fourth quarter of 2020, in which case, the Initial Closing shall not occur on any date after December 18, 2020) and (B) no later than the Drop-Dead Date, or certifying (iia) at such other time and place as the Purchasers may agreeOperating Agreement, subject, in each case, to the satisfaction or waiver of the conditions set forth in Section 2.03, Section 2.04, Section 2.05, and Section 2.06 at the Initial Closing. (b) The Parties agree that resolutions of the Class A Purchaser shall be required to deliver Board of Directors of the Notice of Initial Closing no later than twelve (12) Business Days prior to Company approving the Drop-Dead DateTransaction Agreements and all transactions contemplated under the Transaction Agreements, and to the extent such Notice of Initial Closing has not been delivered by such date, such Notice of Initial Closing shall be deemed to have been given for the entire Class B Purchase Price, and the Initial Closing shall occur on the Drop-Dead Date, subject to the satisfaction or waiver of the conditions set forth in Section 2.03, Section 2.04, Section 2.05, and Section 2.06 on such date. (c) The Initial Closing shall take place resolutions of the Members approving the Transaction Agreements and all transactions contemplated under the Transaction Agreements; (F) the Operating Agreement Amendment signed by Members holding at least 51% of the offices issued and outstanding units of Skaddenthe Company, Arpswhich Members are sufficient to amend the Operating Agreement in accordance with its terms; (G) the Consent, Slate, Xxxxxxx & Xxxx LLP at One Xxxxxx Square, Wilmington, Delaware Amendment and Termination Agreements executed by all Existing Noteholders; (or such other location as agreed to H) the Intercreditor Agreement executed by the Company and all Existing Noteholders, which agreement shall automatically become effective as of the earlier of (1) the Second Closing Date and (2) June 7, 2017; (I) the Security Agreement executed by the Company, which agreement shall automatically become effective as of the earlier of (1) the Second Closing Date and (2) June 7, 2017, and any other documents related thereto which the Purchasers shall reasonably require; (J) evidence of the filed UCC-1 financing statement with the appropriate division of the Secretary of State of Delaware with respect to the Purchaser’s security interest under the Existing Security Agreement; and (K) the Management Rights Letter executed by the Company. (ii) On or prior to the Initial Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (A) this Agreement duly executed by the Purchaser; (B) such Purchaser’s Subscription Amount, as set forth on Schedule 1 hereto, by wire transfer to the account specified in writing by the Company; (C) a joinder to the Existing Security Agreement executed by the Purchaser (the “Security Agreement Joinder”); and (D) the Management Rights Letter executed by the Purchasers).

Initial Closing. (a) The Initial Closing shall take place (i) on a Business Day specified by the Class A Purchaser in a notice to the Company execution and delivery of this Agreement and the Class B Purchasers (the “Notice of Initial Closing”), following the satisfaction or waiver sale and purchase of the conditions set forth in Section 2.03, Section 2.04, Section 2.05, and Section 2.06 (other than those conditions that by their nature are Series A Notes to be satisfied at the purchased by each Initial Closing, but subject to the fulfillment or waiver of those conditions at the Initial Closing) but which shall take place (A) no earlier than twelve (12) Business Days after receipt by the Class B Purchasers of the Notice of Initial Closing; provided that the Initial Closing shall not occur (I) prior to the Inside Date or (II) during the last fifteen (15) days of any calendar quarter (other than the fourth quarter of 2020, in which case, the Initial Closing shall not occur on any date after December 18, 2020) and (B) no later than the Drop-Dead Date, or (ii) at such other time and place as the Purchasers may agree, subject, in each case, to the satisfaction or waiver of the conditions set forth in Section 2.03, Section 2.04, Section 2.05, and Section 2.06 at the Initial Closing. (b) The Parties agree that the Class A Purchaser shall be required to deliver the Notice of Initial Closing no later than twelve (12) Business Days prior to the Drop-Dead Date, and to the extent such Notice of Initial Closing has not been delivered by such date, such Notice of Initial Closing shall be deemed to have been given for the entire Class B Purchase Price, and the Initial Closing shall occur on the Drop-Dead Date, subject to the satisfaction or waiver of the conditions set forth in Section 2.03, Section 2.04, Section 2.05, and Section 2.06 on such date. (c) The Initial Closing shall take place at the offices of SkaddenXxxxxxx and Xxxxxx LLP, Arps000 Xxxx Xxxxxx Xxxxxx, SlateXxxxxxx, Xxxxxxx & Xxxx LLP XX 00000, at One Xxxxxx Square10:00 a.m. (Chicago time), Wilmingtonat a closing (the “Initial Closing”) on May 15, Delaware 2015. At the Initial Closing the Company will deliver to each Initial Purchaser the Series A Notes in the tranche to be purchased by such Initial Purchaser in the form of a single Series A Note for each tranche of the Notes to be purchased by such Initial Purchaser (or such other location greater number of Series A Notes in denominations of at least $1,000,000 as agreed such Initial Purchaser may request) dated the date of the Initial Closing and registered in such Initial Purchaser’s name (or in the name of its nominee), against delivery by such Initial Purchaser to by the Company or its order of immediately available funds in the amount of the purchase price therefor by wire transfer of immediately available funds for the account of the Company to its account at PNC BANK, as referred to in the written instructions delivered pursuant to Section 4.12 hereof. If at the Initial Closing the Company shall fail to tender such Series A Notes to an Initial Purchaser as provided above in this Section 3, or any of the conditions specified in Section 4 shall not have been fulfilled to such Initial Purchaser’s satisfaction, such Initial Purchaser shall, at its election, be relieved of all further obligations under this Agreement, without thereby waiving any rights such Initial Purchaser may have by reason of such failure or such nonfulfillment. The Initial Closing and the Purchasers)each Supplemental Closing are hereinafter sometimes each referred to as “Closing.”