Common use of Payments at the Closing Clause in Contracts

Payments at the Closing. (a) Each of the purchase price to be paid by Athene Iowa for the Athene Iowa Assets (the “Athene Iowa Consideration Amount”) and the purchase price to be paid by Athene Delaware for the Athene Delaware Assets (the “Athene Delaware Consideration Amount” and, together with the Athene Iowa Consideration Amount, the “Closing Consideration Amount”) shall be calculated based on the value of such Assets as of the Pricing Date in accordance with the methodology set forth on Schedule 1 attached hereto. Seller shall, upon the reasonable written request of the Buyer Representative and subject to the terms and conditions of the Merger Agreement, exercise Seller’s right pursuant to Schedule C of the Merger Agreement to request that AMTG challenge the pricing methodologies used in determining the Company Book Value pursuant to the Merger Agreement. (b) Within five (5) Business Days following the Pricing Date Seller shall prepare and deliver to the Buyer Representative its initial calculations of the Athene Iowa Consideration Amount and the Athene Delaware Consideration Amount. At least three (3) Business Days prior to the Closing Date, Seller shall deliver to the Buyer Representative a written notice setting forth the calculation of the Athene Iowa Consideration Amount and the Athene Delaware Consideration Amount, in each case, less any amount thereof attributable to a Nonassignable Asset (the “Closing Date Calculation Notice”). (c) At the Closing, (i) subject to Section 2.6, Athene Iowa shall pay to Seller in consideration for all of the Athene Iowa Assets (other than any Nonassignable Asset) an amount in cash equal to the Athene Iowa Closing Consideration Amount less any amount thereof attributable to a Nonassignable Asset as set forth in the Closing Date Calculation Notice, by wire transfer of immediately available funds to an account or accounts designated by Seller no fewer than three (3) Business Days prior to the Closing Date, (ii) subject to Section 2.6, Athene Delaware shall pay to Seller in consideration for all of the Athene Delaware Assets (other than any Nonassignable Asset) an amount in cash equal to the Athene Delaware Closing Consideration Amount less any amount thereof attributable to a Nonassignable Asset as set forth in the Closing Date Calculation Notice, by wire transfer of immediately available funds to an account or accounts designated by Seller no fewer than three (3) Business Days prior to the Closing Date, and (iii) Seller shall deliver the Assets (other than any Nonassignable Asset), or cause such Assets to be delivered, to each applicable Buyer free and clear of all Liens.

Payments at the Closing. (a) Each of the The purchase price to be paid by Athene Iowa Buyer for the Athene Iowa Assets Interests shall be Six Hundred Ninety Million Dollars ($690,000,000) (the “Athene Iowa Consideration AmountPurchase Price”). The Purchase Price (i) and the purchase price as adjusted pursuant to be paid by Athene Delaware for the Athene Delaware Assets (Section 2.3(c) is referred to herein as the “Athene Delaware Estimated Closing Consideration Amount” and, together with the Athene Iowa Consideration Amount, and (ii) as adjusted pursuant to Section 2.4 is referred to herein as the “Final Closing Consideration Amount”) shall be calculated based on the value of such Assets as of the Pricing Date in accordance with the methodology set forth on Schedule 1 attached hereto. Seller shall, upon the reasonable written request of the Buyer Representative and subject to the terms and conditions of the Merger Agreement, exercise Seller’s right pursuant to Schedule C of the Merger Agreement to request that AMTG challenge the pricing methodologies used in determining the Company Book Value pursuant to the Merger Agreement. (b) Within five (5) Business Days following the Pricing Date Seller shall prepare and deliver to the Buyer Representative its initial calculations of the Athene Iowa Consideration Amount and the Athene Delaware Consideration Amount. At least Not fewer than three (3) Business Days prior to the Closing DateClosing, Seller the Company shall deliver to the Buyer Representative a written notice report setting forth its good faith estimate of Closing Date Net Working Capital, Closing Date Indebtedness (which, with respect to the calculation of Company Credit Facility, shall be the Athene Iowa Consideration Amount amount set forth in the Company Credit Facility Payoff Letter) and the Athene Delaware Consideration AmountTransaction Expenses. Such report, in each caseas delivered to Buyer, less any amount thereof attributable is referred to a Nonassignable Asset (as the “Closing Date Calculation NoticeStatement.” (c) If Closing Date Net Working Capital as shown on the Closing Date Statement (the “Estimated Closing Date Net Working Capital”) is a positive number, then the Purchase Price shall be increased by the amount of the Estimated Closing Date Net Working Capital. If Estimated Closing Date Net Working Capital is a negative number, then the Purchase Price shall be decreased by the absolute amount of the Estimated Closing Date Net Working Capital. If the Closing Date Indebtedness as shown on the Closing Date Statement (the “Estimated Closing Date Indebtedness”) is greater than zero, the Purchase Price shall be decreased (without duplication of any of the other adjustments in this Section 2.3(c)) by the amount of such excess. In addition, the Purchase Price shall be decreased (without duplication of any of the other adjustments in this Section 2.3(c)) by the Transaction Expenses as shown on the Closing Date Statement (the “Estimated Transaction Expenses”). (cd) At the Closing, Buyer shall pay: (i) subject to Section 2.6, Athene Iowa shall pay to Seller in consideration for all of the Athene Iowa Assets (other than any Nonassignable Asset) Interests an amount in cash equal to the Athene Iowa Estimated Closing Consideration Amount less any amount thereof attributable to a Nonassignable Asset as set forth in the Closing Date Calculation NoticeAmount, by wire transfer of immediately available funds to an account or accounts designated by Seller no fewer than three (3) Business Days prior to the Closing Date, ; (ii) subject to Section 2.6, Athene Delaware shall pay to Seller in consideration for all of the Athene Delaware Assets (other than any Nonassignable Asset) an amount in cash equal to the Athene Delaware Closing Consideration Amount less any amount thereof attributable to a Nonassignable Asset as set forth in the Closing Date Calculation Notice, by wire transfer of immediately available funds to an account or the bank accounts designated and in the amounts specified by Seller no fewer than at least three (3) Business Days prior to the Closing Date, an aggregate amount equal to (i) the amount set forth in the Company Credit Facility Payoff Letter and (ii) any other Estimated Closing Date Indebtedness that Seller requires to be paid at Closing; and (iii) by wire transfer of immediately available funds to the bank accounts and in amounts specified by Seller shall deliver at least three (3) Business Days prior to the Assets (other than any Nonassignable Asset)Closing Date, or cause such Assets to be delivered, to each applicable Buyer free and clear amounts payable in respect of all Liensthe Estimated Transaction Expenses.

Payments at the Closing. (a) Each of the purchase price to be paid by Athene Iowa In consideration for the Athene Iowa Assets (the “Athene Iowa Consideration Amount”) Common Stock and the purchase price Acquired Assets, Buyer shall assume the Assumed Liabilities and shall pay one hundred twenty-five million Dollars ($125,000,000) plus Estimated Closing Date Cash less Estimated Closing Date Indebtedness (as may be adjusted pursuant to be paid by Athene Delaware for the Athene Delaware Assets (the “Athene Delaware Consideration Amount” and, together with the Athene Iowa Consideration Amountthis Section 2.3 and Section 2.4, the “Closing Consideration Amount”) shall be calculated based on the value of such Assets as of the Pricing Date in accordance with the methodology set forth on Schedule 1 attached hereto. Seller shall, upon the reasonable written request of the Buyer Representative and subject to the terms and conditions of the Merger Agreement, exercise Seller’s right pursuant to Schedule C of the Merger Agreement to request that AMTG challenge the pricing methodologies used in determining the Company Book Value pursuant to the Merger Agreement). (b) Within five (5) Business Days following the Pricing Date Seller shall prepare and deliver to the Buyer Representative its initial calculations of the Athene Iowa Consideration Amount and the Athene Delaware Consideration Amount. At least Not fewer than three (3) Business Days prior to the Closing DateClosing, Seller Pregis shall deliver to the Buyer Representative a written notice setting forth the calculation of the Athene Iowa Consideration Amount and the Athene Delaware Consideration Amount, in each case, less any amount thereof attributable to a Nonassignable Asset statement (the “Closing Date Calculation NoticeStatement”) of its good faith estimate of Closing Date Net Working Capital (the “Estimated Closing Date Net Working Capital”), Cash (the “Estimated Closing Date Cash”) and Indebtedness as of the Closing Date (the “Estimated Closing Date Indebtedness”), together with such schedules and data reasonably necessary to support the Closing Date Statement. The calculation set forth on the Closing Date Statement and the Purchase Price Adjustment Statement (defined below) shall be in accordance with GAAP applied on a basis consistent with the Financial Statements. (c) If the Estimated Closing Date Net Working Capital is greater than seven million seven hundred thousand dollars ($7,700,000) (the “Base Net Working Capital”), then the Closing Consideration Amount shall be increased by the amount of such excess. If Estimated Closing Date Net Working Capital is less than Base Net Working Capital, then the Closing Consideration Amount shall be decreased by such shortfall. The Closing Consideration Amount, as so adjusted, is referred to as the “Estimated Closing Consideration Amount.” (d) At the Closing, (i) subject to Section 2.6, Athene Iowa Buyer shall pay to Seller Pregis, or as Pregis directs, in consideration for all shares of the Athene Iowa Common Stock and the Acquired Assets (other than any Nonassignable Asset) an amount in cash equal to the Athene Iowa Estimated Closing Consideration Amount less any amount thereof attributable to a Nonassignable Asset as set forth in the Closing Date Calculation NoticeAmount, by wire transfer of immediately available funds to an account or accounts designated by Seller Pregis no fewer than three (3) Business Days prior to the Closing Date, (ii) subject to Section 2.6, Athene Delaware shall pay to Seller in consideration for all of the Athene Delaware Assets (other than any Nonassignable Asset) an amount in cash equal to the Athene Delaware Closing Consideration Amount less any amount thereof attributable to a Nonassignable Asset as set forth in the Closing Date Calculation Notice, by wire transfer of immediately available funds to an account or accounts designated by Seller no fewer than three (3) Business Days prior to the Closing Date, and (iii) Seller shall deliver the Assets (other than any Nonassignable Asset), or cause such Assets to be delivered, to each applicable Buyer free and clear of all Liens.

Payments at the Closing. (ai) Each of Prior to the purchase price to be paid by Athene Iowa for Closing, the Athene Iowa Assets Company shall appoint Acquiom Clearinghouse LLC (the “Athene Iowa Consideration AmountPaying Agent”) and as the purchase price paying agent. Prior to be paid by Athene Delaware the Closing, Buyer shall deposit with the Paying Agent, for the Athene Delaware Assets benefit of the Stockholders, cash in the amount payable in respect of all Capital Stock, Vested Options and Warrants outstanding immediately prior to the Effective Time pursuant to Sections 1.7(a)(i), 1.7(b)(i), 1.8(a)(i) and 1.9(a) less the Founders’ Holdback Amount (the “Athene Delaware Consideration Amount” andPayment Fund”). The Payment Fund shall not be used for any other purpose, together with except to make the Athene Iowa Consideration Amountpayments required by Sections 1.7(a)(i), the “Closing Consideration Amount”1.7(b)(i), 1.8(a)(i) shall be calculated based on the value of such Assets as of the Pricing Date and 1.9(a) in accordance with the methodology terms of this Agreement. The Company shall pay all fees and expenses associated with the hiring and retention of the Paying Agent. (ii) At Closing, Buyer shall (I) deposit the Net Asset Escrow Deposit, the Indemnification Escrow Deposit and the Founders’ Holdback Amount with the Escrow Agent pursuant to the Escrow Agreement, which amounts shall be held, administered and distributed by the Escrow Agent in accordance with the terms hereof and thereof; and (II) deliver to the Stockholders’ Representative the Stockholders’ Representative Expense Holdback Amount. (iii) At Closing, Buyer shall deposit with the Surviving Corporation the Total Bonus Consideration for payment to the Bonus Recipients. The Surviving Corporation shall pay to Bonus Recipients such Total Bonus Consideration in accordance with the allocations set forth on the Closing Allocation Schedule 1 attached hereto. Seller shall, upon the reasonable written request next regularly scheduled payroll of the Buyer Representative and subject Surviving Corporation (such amount to the terms and conditions be delivered to each Bonus Recipient net of the Merger Agreement, exercise Seller’s right pursuant to Schedule C of the Merger Agreement to request that AMTG challenge the pricing methodologies used in determining the Company Book Value pursuant to the Merger Agreement. (b) Within five (5) Business Days following the Pricing Date Seller shall prepare and deliver to the Buyer Representative its initial calculations of the Athene Iowa Consideration Amount and the Athene Delaware Consideration Amount. At least three (3) Business Days prior to the Closing Date, Seller shall deliver to the Buyer Representative a written notice setting forth the calculation of the Athene Iowa Consideration Amount and the Athene Delaware Consideration Amount, in each case, less any amount thereof attributable to a Nonassignable Asset (the “Closing Date Calculation Notice”all applicable withholding Taxes). (civ) At the Closing, (i) subject Buyer shall repay, or cause to Section 2.6be repaid, Athene Iowa shall pay on behalf of the Company, the amounts necessary to Seller in consideration for satisfy all of the Athene Iowa Assets (other than any Nonassignable Asset) an amount in cash equal to outstanding Indebtedness of the Athene Iowa Closing Consideration Amount less any amount thereof attributable to a Nonassignable Asset Company as set forth of the Effective Time as evidenced by payoff letters in the Closing Date Calculation Noticeform and substance reasonably satisfactory to Buyer, by wire transfer of immediately available funds to an account or accounts designated as directed by Seller no fewer than three the holder of such Indebtedness. (3v) Business Days prior to the Closing DateAt Closing, (ii) subject to Section 2.6Buyer shall pay, Athene Delaware shall pay to Seller in consideration for all on behalf of the Athene Delaware Assets (other than any Nonassignable Asset) an amount Company, the Transaction Expenses which have not been paid as of the Effective Time, as evidenced by invoices supporting such expenses in cash equal form and substance reasonably satisfactory to the Athene Delaware Closing Consideration Amount less any amount thereof attributable to a Nonassignable Asset as set forth in the Closing Date Calculation NoticeBuyer, by wire transfer or other delivery of immediately available funds as directed by the parties to an account or accounts designated by Seller no fewer than three (3) Business Days prior to the Closing Date, and (iii) Seller shall deliver the Assets (other than any Nonassignable Asset), or cause whom such Assets to be delivered, to each applicable Buyer free and clear of all LiensTransaction Expenses are owed.

Payments at the Closing. At the Closing: (a) Each of the purchase price Buyer shall deliver or shall cause to be paid by Athene Iowa delivered to the Sellers’ legal counsel, in trust for the Athene Iowa Assets (the “Athene Iowa Consideration Amount”) and the purchase price to be paid by Athene Delaware for the Athene Delaware Assets (the “Athene Delaware Consideration Amount” andSellers, together with the Athene Iowa Consideration Amount, the “Closing Consideration Amount”) shall be calculated based on the value of such Assets as of the Pricing Date in accordance with the methodology set forth on Schedule 1 attached hereto. Seller shall, upon the reasonable written request of the Buyer Representative and subject to the terms and conditions of the Merger Agreement, exercise Seller’s right pursuant to Schedule C of the Merger Agreement to request that AMTG challenge the pricing methodologies used in determining the Company Book Value pursuant to the Merger Agreement. (b) Within five (5) Business Days following the Pricing Date Seller shall prepare and deliver to the Buyer Representative its initial calculations of the Athene Iowa Consideration Amount and the Athene Delaware Consideration Amount. At least three (3) Business Days prior to the Closing Date, Seller shall deliver to the Buyer Representative a written notice setting forth the calculation of the Athene Iowa Consideration Amount and the Athene Delaware Consideration Amount, in each case, less any amount thereof attributable to a Nonassignable Asset (the “Closing Date Calculation Notice”). (c) At the Closing, (i) subject to Section 2.6, Athene Iowa shall pay to Seller in consideration for all of the Athene Iowa Assets (other than any Nonassignable Asset) an amount in cash equal to the Athene Iowa Closing Consideration Amount less any amount thereof attributable to a Nonassignable Asset as set forth in the Closing Date Calculation Notice2.1, by wire transfer of immediately available funds to an a bank account or accounts designated in writing by Seller no fewer than three the Sellers’ legal counsel, the Closing Net Purchase Price less the Escrow Amount; (3b) Business Days prior the Buyer shall cause to be paid to each holder of Indebtedness of the Companies from which the Buyer shall have received a payoff letter in accordance with the second to the Closing Datelast sentence of this Section 2.3, (ii) subject the amount of Indebtedness to Section 2.6, Athene Delaware shall pay to Seller in consideration for all be repaid as of the Athene Delaware Assets Adjustment Time pursuant to such payoff letters; (other than any Nonassignable Assetc) the Buyer shall cause to be paid the Company Transaction Expenses for which the Buyer shall have received an invoice in accordance with the second to last sentence of this Section 2.3, the amount in cash equal to the Athene Delaware Closing Consideration Amount less any amount thereof attributable to a Nonassignable Asset as set forth in be paid at the Closing Date Calculation Notice, pursuant to such invoices; (d) the Buyer shall deposit the Escrow Amount by wire transfer of immediately available funds into an escrow account to an account be established pursuant to the Escrow Agreement, to satisfy (or accounts designated by Seller no fewer than three partially satisfy) (3i) Business Days the Sellers’ payment obligations under Section 2.6 and (ii) the Sellers’ payment obligations under Article VII; and (e) the Buyer shall cause to be paid at the Buyer’s sole cost (and not as a portion of the Purchase Price) the Buyer Transaction Expenses to the appropriate party to which such payments are due. With respect to Company Transaction Expenses and Indebtedness of the Companies, the Buyer shall contribute to the Company funds as a non-interest-bearing loan that are sufficient to enable the Company to pay such Company Transaction Expenses and Indebtedness of the Companies. In order to facilitate the payments pursuant to Section 2.3(b) and Section 2.3(c), the Company shall on or prior to the Closing Date, deliver to the Buyer (x) payoff letters, each on terms and in a form reasonably acceptable to the Buyer, from each holder of Indebtedness of the Companies that is to be repaid on the Closing Date pursuant to Section 2.3(b) and shall have made arrangements reasonably satisfactory to the Buyer for such holders of such Indebtedness to deliver all related lien releases to the Buyer as soon as practicable after the Closing and (iiiy) Seller shall deliver invoices for each of the Assets (other than any Nonassignable Asset), or cause such Assets Company Transaction Expenses that is to be delivered, to each applicable Buyer free and clear of all Lienspaid at Closing.

Payments at the Closing. (a) Each The closing of the purchase price to be paid transactions contemplated by Athene Iowa for the Athene Iowa Assets this Agreement (the “Athene Iowa Consideration AmountClosing”) shall take place at the offices of Xxxxx Xxxx LLP in Chicago, or other location mutually agreeable to Buyer and Sellers] at 10:00 a.m. on March 31, 2004, or if any of the purchase price conditions to the Closing set forth in Section 8 or 9 of this Agreement (other than those to be paid satisfied at the Closing) have not been satisfied or waived by Athene Delaware for the Athene Delaware Assets party entitled to the benefit thereof then, on the third business day following satisfaction or waiver of all of the closing conditions set forth in Section 8 or 9 (other than those to be satisfied at the “Athene Delaware Consideration Amount” and, together with Closing) or on such other date and time as is mutually agreeable to Buyer and Sellers. The date and time of the Athene Iowa Consideration Amount, Closing are referred to herein as the “Closing Consideration AmountDate.” (b) The Sellers Estimated Purchase Price shall be calculated based on payable at the value of such Assets Closing as of follows: (i) Buyer shall pay Sellers the Pricing Date Sellers Preferred Share Purchase Price, pro rata in accordance with the methodology their respective ownership of Preferred Shares as set forth on Schedule 1 attached hereto. Seller shallto this Agreement, upon the reasonable written request of the Buyer Representative and subject either by bank cashier’s or certified checks payable to the terms and conditions order of the Merger Agreementeach Seller who owns Preferred Shares, exercise Seller’s right pursuant to Schedule C of the Merger Agreement to request that AMTG challenge the pricing methodologies used in determining the Company Book Value pursuant to the Merger Agreement. (b) Within five (5) Business Days following the Pricing Date Seller shall prepare and deliver to the Buyer Representative its initial calculations of the Athene Iowa Consideration Amount and the Athene Delaware Consideration Amount. At least three (3) Business Days prior to the Closing Date, Seller shall deliver to the Buyer Representative a written notice setting forth the calculation of the Athene Iowa Consideration Amount and the Athene Delaware Consideration Amount, in each case, less any amount thereof attributable to a Nonassignable Asset (the “Closing Date Calculation Notice”). (c) At the Closing, (i) subject to Section 2.6, Athene Iowa shall pay to Seller in consideration for all of the Athene Iowa Assets (other than any Nonassignable Asset) an amount in cash equal to the Athene Iowa Closing Consideration Amount less any amount thereof attributable to a Nonassignable Asset as set forth in the Closing Date Calculation Notice, or by wire transfer of immediately available funds to an account or accounts designated specified by Seller no fewer than three (3) Business Days prior to the Closing Date, such Seller. (ii) subject to Section 2.6, Athene Delaware Buyer shall pay to Seller in consideration for all of the Athene Delaware Assets (other than any Nonassignable Asset) Sellers an amount in cash equal to the Athene Delaware Closing Consideration Sellers Estimated Common Share Purchase Price less the Indemnification Escrow Amount less any amount thereof attributable to a Nonassignable Asset the Price Adjustment Escrow Amount, pro rata in accordance with their respective ownership of Common Shares as set forth in on Schedule 1 to this Agreement, either by bank cashier’s or certified checks payable to the Closing Date Calculation Noticeorder of each Seller who owns Common Shares, or by wire transfer of immediately available funds to an account or accounts designated specified by Seller no fewer than three (3) Business Days prior to the Closing Date, and such Seller. (iii) Seller Buyer shall deliver deposit in cash with an escrow agent (the Assets “Escrow Agent”) selected by the Sellers and subject to the reasonable approval of Buyer, $12,500,000 (other than the “Indemnification Escrow Amount”) in accordance with an escrow agreement in the form attached hereto as Exhibit 2.3 (the “Escrow Agreement”) for purposes of providing for any Nonassignable Asset), or cause such Assets indemnification due to Buyer under Section 11 of this Agreement. The Indemnification Escrow Amount shall be delivered, held in escrow for 18 months and then distributed pro rata to each applicable Sellers who owned Common Shares unless and to the extent it is subject to a claim of Buyer free made in good faith. (iv) Buyer shall deposit in cash with the Escrow Agent $2,500,000 (the “Price Adjustment Escrow Amount”) in accordance with the Escrow Agreement for purposes of securing the Sellers’ potential payment obligations under Section 2.4 of this Agreement. The Price Adjustment Escrow Amount shall be held in escrow for until final determination of the Preliminary Closing Statement and clear then distributed in accordance with Section 2.5 of all Liensthis Agreement.

Payments at the Closing. (a) Each of At the purchase price Closing the Parent shall pay to be paid by Athene Iowa for the Athene Iowa Assets (Payments Administrator, the “Athene Iowa Consideration Amount”) Surviving Company, the Escrow Agent and the purchase price to be paid by Athene Delaware for Securityholder Representative the Athene Delaware Assets (the “Athene Delaware Consideration Amount” and, together with the Athene Iowa Consideration Amount, the “Closing Consideration Amount”) shall be calculated based on the value of such Assets as of the Pricing Date in accordance with the methodology amounts set forth on Schedule 1 attached hereto. Seller shallthe Payout Spreadsheet by wire transfer of immediately available funds, upon the reasonable written request of the Buyer Representative and subject to the terms and conditions of the Merger Agreement, exercise Seller’s right pursuant to Schedule C of the Merger Agreement to request that AMTG challenge the pricing methodologies used in determining the Company Book Value pursuant to the Merger Agreement.as follows: (bi) Within five (5) Business Days following the Pricing Date Seller shall prepare and deliver to Parent or the Buyer Representative its initial calculations of the Athene Iowa Consideration Amount and the Athene Delaware Consideration Amount. At least three (3) Business Days prior to the Closing Date, Seller Surviving Company shall deliver to the Buyer Representative a written notice setting forth Payments Administrator by wire transfer of immediately available funds an amount equal to the calculation Company Debt, which amount shall be paid out by the Payments Administrator to each of the Athene Iowa Consideration Amount applicable lenders listed on the Closing Statement in accordance with this Agreement and the Athene Delaware Consideration Amount, in each case, less any amount thereof attributable to a Nonassignable Asset (the “Closing Date Calculation Notice”).Payments Administrator Agreement; (cii) At the ClosingParent or the Surviving Company shall deliver to the Payments Administrator by wire transfer of immediately available funds an amount equal to the Company Transaction Expenses, which amount shall be paid out by the Payments Administrator to each of the applicable vendors listed on the Closing Statement in accordance with this Agreement and the Payments Administrator Agreement; (iiii) subject to Section 2.6, Athene Iowa Parent shall pay to Seller in consideration for all of the Athene Iowa Assets (other than any Nonassignable Asset) an amount in cash equal to the Athene Iowa Closing Consideration Amount less any amount thereof attributable to a Nonassignable Asset as set forth in the Closing Date Calculation NoticeSurviving Company, by wire transfer of immediately available funds to an account or accounts designated by Seller no fewer than three (3) Business Days prior to the Closing Datefunds, (ii) subject to Section 2.6, Athene Delaware shall pay to Seller in consideration for all of the Athene Delaware Assets (other than any Nonassignable Asset) an amount in cash equal to the Athene Delaware Option Closing Consideration Amount less any amount thereof attributable Consideration, which shall be paid to a Nonassignable Asset as set forth the holders of Company In-The-Money Vested Options in accordance with Section 1.9(a); (iv) Parent shall deliver to the Closing Date Calculation NoticePayments Administrator, by wire transfer of immediately available funds funds, an amount equal to an account or accounts designated the applicable portion of the Initial Merger Consideration to be paid to holders of Company Units, which amount shall be paid out by Seller no fewer than three the Payments Administrator to holders of Company Units in accordance with this Agreement and the Payments Administrator Agreement, subject to receipt of the Letter of Transmittal in accordance with Section 1.10(b) (3and Parent shall use commercially reasonable efforts to cause the Payments Administrator to pay the individuals and entities listed on Schedule 1.7(b)(iv) Business Days prior to (the “Closing Date Payees”) on the Closing Date, subject to receipt of the Letter of Transmittal on or prior to the second Business Day prior to the Closing); (v) $5,000,000 of the Merger Consideration shall be deposited by Parent at the Closing with the Escrow Agent to be held in an account (the “Escrow Account”) by the Escrow Agent pursuant to the Escrow Agreement (such initial deposit to constitute the “Escrow Deposit Amount,” and the Escrow Deposit Amount, together with all interest thereafter earned thereon, pursuant to the Escrow Agreement to constitute the “Escrow Funds”) as the sole recourse for: (I) any Final Working Capital Shortfall due and owing to Parent pursuant to Section 1.7(c)(ii) hereof, (II) any Transfer Taxes due and owing to Parent pursuant to Section 1.15 and (iiiIII) Seller any indemnification rights of the Buyer Indemnitees under Section 9 hereof. Parent shall deliver fund cash to the Assets Escrow Agent at the Closing via wire transfer of immediately available funds. The Escrow Funds shall be held in and distributed in accordance with the provisions of this Agreement and the Escrow Agreement. The parties hereto acknowledge and agree that for federal and applicable state and local income tax purposes, any disbursements from the Escrow Funds to Members shall be treated as payments pursuant to an “installment sale” within the meaning of Code Section 453(a). Parent shall be treated as the owner of the Escrow Funds and all interest and earnings from the investment and reinvestment of the Escrow Funds shall be allocable to Parent pursuant to Section 468(B)(g) of the Code and Proposed Treasury Regulations Section 1.468B-8. In no event shall the aggregate payments from the Escrow Funds to a holder of a Company Unit in respect of such holder’s Company Unit exceed an amount equal to the holder’s initial Pro Rata Share of the Escrow Deposit Amount in respect of the holder’s Company Units as set forth in the Payout Spreadsheet multiplied by (other than any Nonassignable Asset), ii) the greater of (x) 105% or cause such Assets (y) 100% plus 5 times the “Federal mid-term rate” as defined in Section 1274(d)(1) of the Code (expressed as a percentage) in effect at the time the escrow is funded; and (vi) the Securityholder Representative Retention Amount shall be deposited by Parent at the Closing with the Securityholder Representative to be delivered, held by the Securityholder Representative pursuant to each applicable Buyer free Section 10.15. Parent shall fund cash to the Securityholder Representative at the Closing via wire transfer of immediately available funds. The Securityholder Representative Retention Amount shall be held and clear distributed in accordance with the provisions of all Liensthis Agreement.

Payments at the Closing. At the Closing: (a) Each of the purchase price Buyer shall deliver or shall cause to be paid by Athene Iowa delivered to the Sellers’ legal counsel, in trust for the Athene Iowa Assets (the “Athene Iowa Consideration Amount”) and the purchase price to be paid by Athene Delaware for the Athene Delaware Assets (the “Athene Delaware Consideration Amount” andSellers, together with the Athene Iowa Consideration Amount, the “Closing Consideration Amount”) shall be calculated based on the value of such Assets as of the Pricing Date in accordance with the methodology set forth on Schedule 1 attached hereto. Seller shall, upon the reasonable written request of the Buyer Representative and subject to the terms and conditions of the Merger Agreement, exercise Seller’s right pursuant to Schedule C of the Merger Agreement to request that AMTG challenge the pricing methodologies used in determining the Company Book Value pursuant to the Merger Agreement. (b) Within five (5) Business Days following the Pricing Date Seller shall prepare and deliver to the Buyer Representative its initial calculations of the Athene Iowa Consideration Amount and the Athene Delaware Consideration Amount. At least three (3) Business Days prior to the Closing Date, Seller shall deliver to the Buyer Representative a written notice setting forth the calculation of the Athene Iowa Consideration Amount and the Athene Delaware Consideration Amount, in each case, less any amount thereof attributable to a Nonassignable Asset (the “Closing Date Calculation Notice”). (c) At the Closing, (i) subject to Section 2.6, Athene Iowa shall pay to Seller in consideration for all of the Athene Iowa Assets (other than any Nonassignable Asset) an amount in cash equal to the Athene Iowa Closing Consideration Amount less any amount thereof attributable to a Nonassignable Asset as set forth in the Closing Date Calculation Notice2.1, by wire transfer of immediately available funds to an a bank account or accounts designated in writing by Seller no fewer than three the Sellers’ legal counsel, the Closing Net Purchase Price less the Escrow Amount; (3b) Business Days prior the Buyer shall cause to be paid to each holder of Indebtedness of the Company from which the Buyer shall have received a payoff letter in accordance with the second to the Closing Datelast sentence of this Section 2.3, (ii) subject the amount of Indebtedness to Section 2.6, Athene Delaware shall pay to Seller in consideration for all be repaid as of the Athene Delaware Assets Adjustment Time pursuant to such payoff letters; (other than any Nonassignable Assetc) the Buyer shall cause to be paid the Company Transaction Expenses for which the Buyer shall have received an invoice in accordance with the second to last sentence of this Section 2.3, the amount in cash equal to the Athene Delaware Closing Consideration Amount less any amount thereof attributable to a Nonassignable Asset as set forth in be paid at the Closing Date Calculation Notice, pursuant to such invoices; (d) the Buyer shall deposit the Escrow Amount by wire transfer of immediately available funds into an escrow account to an account be established pursuant to the Escrow Agreement, to satisfy (or accounts designated by Seller no fewer than three partially satisfy) (3i) Business Days the Sellers’ payment obligations under Section 2.6 and (ii) the Sellers’ payment obligations under Article VII; and (e) the Buyer shall cause to be paid at the Buyer’s sole cost (and not as a portion of the Purchase Price) the Buyer Transaction Expenses to the appropriate party to which such payments are due. With respect to Company Transaction Expenses and Indebtedness of the Company, the Buyer shall contribute to the Company funds as a non-interest-bearing loan that are sufficient to enable the Company to pay such Company Transaction Expenses and Indebtedness of the Company. In order to facilitate the payments pursuant to Section 2.3(b) and Section 2.3(c), the Company shall on or prior to the Closing Date, deliver to the Buyer (x) payoff letters, each on terms and in a form reasonably acceptable to the Buyer, from each holder of Indebtedness of the Company that is to be repaid on the Closing Date pursuant to Section 2.3(b) and shall have made arrangements reasonably satisfactory to the Buyer for such holders of such Indebtedness to deliver all related lien releases to the Buyer as soon as practicable after the Closing and (iiiy) Seller shall deliver invoices for each of the Assets (other than any Nonassignable Asset), or cause such Assets Company Transaction Expenses that is to be delivered, to each applicable Buyer free and clear of all Lienspaid at Closing.

Payments at the Closing. (a) Each of the The aggregate purchase price to be paid by Athene Iowa Buyer for the Athene Iowa Assets Company Common Stock (other than Rollover Shares) (the “Athene Iowa Consideration AmountPurchase Price”) and will be an amount in cash calculated as follows: (i) the purchase price to be paid by Athene Delaware for Base Purchase Price, (ii) plus the Athene Delaware Assets Company Closing Cash Amount, (iii) minus the “Athene Delaware Consideration Company Closing Debt Amount” and, together with , (iv) minus the Athene Iowa Consideration Newco Equity Amount, , (v) minus the “Closing Consideration Amount”Company Transaction Expenses, (vi) plus the Working Capital Surplus Amount (if any), (vii) minus the Working Capital Deficit Amount (if any). The Purchase Price shall be calculated based on the value of such Assets as of the Pricing Date subject to adjustment in accordance with Section 2.4. An example calculation of the methodology Purchase Price is set forth on Schedule 1 attached hereto. Seller shall, upon the reasonable written request of the Buyer Representative and subject to the terms and conditions of the Merger Agreement, exercise Seller’s right pursuant to Schedule C of the Merger Agreement to request that AMTG challenge the pricing methodologies used in determining the Company Book Value pursuant to the Merger AgreementExhibit F for illustrative purposes only. (b) Within five At the Closing, Buyer shall: (5i) Business Days following pay or cause to be paid to Seller the Pricing Date Estimated Purchase Price by wire transfer of immediately available funds to an account designated by Seller shall prepare and deliver to the Buyer Representative its initial calculations of the Athene Iowa Consideration Amount and the Athene Delaware Consideration Amount. At least three (3) Business Days prior to the Closing Date, Seller shall ; (ii) deliver or cause to be delivered to the Buyer Representative a written notice setting forth the calculation holders of the Athene Iowa Consideration Amount Refinancing Indebtedness, by wire transfer of immediately available funds, such cash amounts as are necessary to discharge in full the Refinancing Indebtedness pursuant to the Payoff Letters; and (iii) pay or cause to be paid the Company Transaction Expenses, by wire transfer of immediately available funds, pursuant to the Transaction Expense Invoices (other than any such Company Transaction Expenses that are subject to withholding, which shall be paid through the Company’s payroll promptly following the Closing, and the Athene Delaware Consideration Amount, in each case, less any amount thereof attributable to a Nonassignable Asset (the “Closing Date Calculation Notice”Employer Taxes). (c) At the Closing, (i) subject to Section 2.6, Athene Iowa Newco shall pay to issue the Newco Equity and admit Seller in consideration for all as a member of the Athene Iowa Assets (other than any Nonassignable Asset) an amount in cash equal Newco with respect to the Athene Iowa Closing Consideration Amount less any amount thereof attributable to a Nonassignable Asset as Newco Equity on the terms and conditions set forth in the Amended and Restated Newco Operating Agreement. (d) To the extent any change of control severance amounts will become payable on or after Closing Date Calculation Noticeunder the Contracts set forth on Schedule 1.1(a), by wire transfer as in effect on the date of immediately available funds to an account or accounts designated by Seller no fewer than three (3) Business Days prior to the Closing Datethis Agreement, (ii) subject to Section 2.6, Athene Delaware shall pay to Seller in consideration for all upon termination of the Athene Delaware Assets (other than any Nonassignable Asset) an amount in cash equal to employment of the Athene Delaware Closing Consideration Amount less any amount thereof attributable to a Nonassignable Asset as set forth in employees party thereto, which termination of employment occurs within one year after the Closing Date Calculation Notice(such amounts, by wire transfer including the employer portion of immediately available funds any employment, payroll, unemployment and similar Taxes related thereto, collectively, “Post-Closing Employee Payments”), Seller will be responsible for these amounts and agrees to an account reimburse Holdings, Newco and Buyer for any Post-Closing Employee Payments actually paid to the relevant employees; provided, however, that if any amount that otherwise would have been treated as a Post-Closing Employee Payment was treated as a Company Transaction Expense or accounts designated Company Indebtedness, then such amount shall not be treated as a Post-Closing Employee Payment and shall not be reimbursed by Seller no fewer than three (3under this Section 2.2(d) Business Days prior to as the Closing Date, and (iii) Seller shall deliver result of such amount having reduced the Assets (other than any Nonassignable Asset), or cause such Assets to be delivered, to each applicable Buyer free and clear of all LiensPurchase Price.