Common use of The Closing Clause in Contracts

The Closing. On or before the IPO Pricing Date, the parties hereto will take all actions necessary to (i) effect the Merger (including, as permitted by the BCA, (A) the execution of a Certificate of Merger (1) meeting the requirements of the BCA and (2) providing that the Merger will become effective on the IPO Closing Date and (B) the filing of such Certificate of Merger with the Secretary of State of the State of Texas), (ii) verify the existence and ownership of the certificates evidencing the Company Common Stock to be exchanged for the Merger Consideration pursuant to Section 2.05 and (iii) satisfy the document delivery requirements to which the obligations of the parties to effect the Merger and the other transactions contemplated hereby are conditioned by the provisions of this Article VII (all those actions collectively being the "Closing"). The Closing will take place at the offices of Jackson & Walker, L.L.P., 42nd Floor, 1100 Louisiana, Houston, Texas xx 00:00 a.x., Xouston time, or at sucx xxxxx xxxx xx xxx XXX Xxxxxxg Date as Apple shall specify by written notice to Robert J. Syverson. The actions taken at the Closing will not include xxx xxxxxxxxxx xx either the Merger or the delivery of the Company Common Stock or the Merger Consideration pursuant to Section 2.05. Instead, on the IPO Closing Date, the Certificates of Merger will become effective pursuant to Section 2.02, and all transactions contemplated by this Agreement to be closed or completed on or before the IPO Closing Date, including the surrender of the Company Common Stock in exchange for the Merger Consideration (including a certified check or checks in an amount equal to the cash portion of the Merger Consideration) will be closed or completed, as the case may be. During the period from the Closing to the IPO Closing Date, this Agreement may be terminated by the parties only pursuant to Section 12.01(b)(i).

The Closing. On or before the IPO Pricing Closing Date, the parties hereto will take all actions necessary to (iA) effect the Merger Acquisition (including, as permitted by the BCACGCL and the DGCL, (Ai) the execution of a Certificate of Merger (1a) meeting the requirements of the BCA CGCL and the DGCL and (2b) providing that the Merger will become effective on the IPO Closing Effective Date and (Bii) the transmitting for filing of such that Certificate of Merger with the Secretary of State of the State of TexasCalifornia and the Secretary of State of the State of Delaware), (iiB) verify the existence and ownership of the certificates evidencing the Company Common Capital Stock to be exchanged for the Merger Acquisition Consideration pursuant to Section 2.05 Paragraph 2(E) and (iiiC) satisfy the document delivery requirements to on which the obligations of the parties to effect the Merger Acquisition and the other transactions contemplated hereby are conditioned by the provisions of this Article VII V (all those actions collectively being the "Closing"). The Closing will take place at the offices of Jackson Baker & WalkerBotts, L.L.P., 42nd 30th Floor, 1100 910 Louisiana, Houston, Texas xx 00:00 a.xat 10:00 x.m., Xouston Xxxston time, or at sucx xxxxx xxxx xx xxx XXX Xxxxxxg Xxxxxxx Xxxx, xx xx xxxx xxxxx xxme on the Closing Date as Apple shall specify USC specifies by written notice to Robert J. Syversonthe Responsible Officer. The actions taken at the Closing will not include xxx xxxxxxxxxx xx either the Merger or the delivery of the Company Common Capital Stock to USC or the Merger payment of the Acquisition Consideration pursuant to Section 2.05the Stockholders. Instead, on the IPO Closing Date, the Certificates Company Capital Stock will be surrendered in exchange for the Acquisition Consideration (with the cash portion of Merger will become effective the Acquisition Consideration being paid by wire transfer pursuant to Section 2.02instructions the Stockholders deliver to USC prior to Closing or, in the absence of those instructions, a USC check), and all transactions contemplated by this Agreement to be closed or completed on or before the IPO Closing Date, including the surrender of the Company Common Stock in exchange for the Merger Consideration (including a certified check or checks in an amount equal to the cash portion of the Merger Consideration) Date will be closed or and completed, as the case may be. During the period from the Closing to the IPO Closing Date, this Agreement may be terminated by the parties only pursuant to Section 12.01(b)(i).

The Closing. On or before the IPO Pricing Date, the parties hereto will take all actions necessary to (i) effect the Merger (including, as permitted by the BCA, (A) the execution of a Certificate of Merger (1) meeting the requirements The completion of the BCA purchase and (2) providing that the Merger will become effective on the IPO Closing Date and (B) the filing of such Certificate of Merger with the Secretary of State sale of the State of TexasShares (the “Closing”), (ii) verify the existence and ownership of the certificates evidencing the Company Common Stock to be exchanged for the Merger Consideration pursuant to Section 2.05 and (iii) satisfy the document delivery requirements to which the obligations of the parties to effect the Merger and the other transactions contemplated hereby are conditioned by the provisions of this Article VII (all those actions collectively being the "Closing"). The Closing will take place shall occur at the offices of Jackson Xxxxxxxx & WalkerXxxxxxxx LLP, L.L.P.0000 Xxxxxx xx xxx Xxxxxxxx, 42nd FloorXxx Xxxx, 1100 LouisianaXxx Xxxx 00000 on a date (the “Closing Date”) concurrent with the closing of the Acquisition, Houstonprovided that the Company shall have given the Purchaser five (5) Business Days prior notice of such designated Closing Date. At the Closing, Texas xx 00:00 a.x.the Escrow Agent, Xouston timeon behalf of the Purchaser, shall deliver, in immediately available funds, the full amount of the purchase price for the Shares being purchased hereunder by wire transfer to an account designated by the Company and the Company shall deliver to the Purchaser one or more stock certificates registered in the name of the Purchaser, or at sucx xxxxx xxxx xx xxx XXX Xxxxxxg Date in such nominee name(s) as Apple shall specify designated by written notice the Purchaser in writing, representing the number of Shares set forth on the signature page hereto and bearing an appropriate legend referring to Robert J. Syversonthe fact that the Shares were sold in reliance upon the exemption from registration under the Securities Act of 1933, as amended (the “Securities Act”), provided by Section 4(2) thereof and Rule 506 promulgated thereunder. The actions taken Company will promptly substitute one or more replacement certificates without the legend at such time as the Registration Statement (as defined below) becomes effective; it being understood that Company’s counsel and its transfer agent may request customary representations from the holder in order to effect the same. The name(s) in which the stock certificate(s) are to be registered are set forth in the Stock Certificate Questionnaire attached hereto as part of Appendix I. The Company’s obligation to complete the purchase and sale of the Shares and deliver such stock certificate(s) to the Purchaser at the Closing will not include xxx xxxxxxxxxx xx either shall be subject to the Merger following conditions, any one or more of which may be waived by the Company: (a) receipt by the Company of same-day funds from the Escrow Agent in the full amount of the purchase price of the Shares being purchased hereunder; (b) the accuracy of the representations and warranties made by the Purchasers as of the Closing Date; and (c) the fulfillment of those undertakings of the Purchasers to be fulfilled prior to the Closing. The Purchaser’s obligation to accept delivery of such stock certificate(s) and to pay for the Shares evidenced thereby shall be subject to the following conditions: (a) each of the representations and warranties of the Company Common Stock made herein shall be accurate as of the date of this Agreement; (b) the delivery to the Purchaser by each of the U.S. and Spanish counsels to the Company of a legal opinion in a form reasonably satisfactory to counsel to the Agents; (c) receipt by the Purchaser of a certificate executed by the chief executive officer and the chief financial or accounting officer of the Merger Consideration pursuant to Section 2.05. InsteadCompany, on dated as of the IPO Closing Date, to the Certificates of Merger will become effective pursuant to Section 2.02, effect that the representations and all transactions contemplated by this Agreement to be closed or completed on or before the IPO Closing Date, including the surrender warranties of the Company Common Stock set forth herein were true and correct as of the Closing Date and that the Company has complied with all the agreements and satisfied all the conditions herein on its part to be performed or satisfied on or prior to such Closing Date; (d) each of the Company, the Purchaser and the Escrow Agent shall have executed that certain Escrow Agreement in exchange substantially the form attached hereto as Exhibit B and (e) the fulfillment of those undertakings of the Company to be fulfilled prior to the Closing. The Purchaser’s obligations hereunder are expressly not conditioned on the purchase by any or all of the Other Purchasers of the Shares that they have agreed to purchase from the Company pursuant to the respective Agreements to which they are parties. The Company’s and the Purchaser’s obligations hereunder are conditioned on (a) (i) shareholder approval of the issuance and sale of the Shares, and (ii) the valid waiver of the shareholders’ preemptive right to subscribe for the Merger Consideration (including a certified check or checks Shares in an amount equal to accordance with the cash portion provisions of the Merger ConsiderationSpanish “Ley de Sociedades Anonimas — Real Decreto 1564/1989 (the “Spanish Corporation Law”) will be closed or completed(clauses (i) and (ii) together, as the case may be. During “Shareholder Approval”), and (b) the period from closing of the Closing to the IPO Closing Date, this Agreement may be terminated by the parties only pursuant to Section 12.01(b)(i)Acquisition.

The Closing. On or before the IPO Pricing Date, the parties hereto will take all actions necessary to (i) effect the Merger (including, as permitted by the BCA, (A) the execution of a Certificate of Merger (1) meeting the requirements of the BCA and (2) providing that the Merger will become effective on the IPO Closing Date and (B) the filing of such Certificate of Merger with the Secretary of State of the State of TexasPennsylvania), (ii) verify the existence and ownership of the certificates evidencing the Company Common Stock to be exchanged for the Merger Consideration pursuant to Section 2.05 and (iii) satisfy the document delivery requirements to which the obligations of the parties to effect the Merger and the other transactions contemplated hereby are conditioned by the provisions of this Article VII (all those actions collectively being the "Closing"). The Closing will take place at the offices of Jackson & Walker, L.L.P., 42nd Floor, 1100 Louisiana, Houston, Texas xx 00:00 a.x., Xouston time, or at sucx xxxxx xxxx xx xxx XXX Xxxxxxg Date as Apple shall specify by written notice to Robert J. Syverson. The actions taken at the Closing will not include xxx xxxxxxxxxx xx either the Merger or the delivery of the Company Common Stock or the Merger Consideration pursuant to Section 2.05. Instead, on the IPO Closing Date, the Certificates of Merger will become effective pursuant to Section 2.02, and all transactions contemplated by this Agreement to be closed or completed on or before the IPO Closing Date, including the surrender of the Company Common Stock in exchange for the Merger Consideration (including a certified check or checks in an amount equal to the cash portion of the Merger Consideration) will be closed or completed, as the case may be. During the period from the Closing to the IPO Closing Date, this Agreement may be terminated by the parties only pursuant to Section 12.01(b)(i).

The Closing. On or before the IPO Pricing Date, the parties hereto will take all actions necessary to (i) effect the Merger (including, as permitted by the BCAApplicable Corporate Code, (A) the execution of a Certificate of Merger (1) meeting the requirements of the BCA Applicable Corporate Code and (2) providing that the Merger will become effective on the IPO Closing Date and (B) the delivery of that Certificate of Merger with a filing of service that will file such Certificate of Merger with the Secretary Department of State of the State of TexasMichigan) upon notification of the closing of the IPO (provided that Comsxxxx'x Xxxtificate of Merger shall be filed immediately prior to the closing of the IPO), (ii) verify the existence and ownership of the certificates evidencing the Company Common Stock to be exchanged for the Merger Consideration pursuant to Section 2.05 and (iii) satisfy the document delivery requirements to which the obligations of the parties to effect the Merger and the other transactions contemplated hereby are conditioned by the provisions of this Article VII (all those actions collectively being the "ClosingDelivery"). The Closing Delivery will take place at the offices of Jackson King & WalkerSpalding, L.L.P.191 Xxxxxxxxx Xxxxxx, 42nd FloorXxxxxxx, 1100 LouisianaXxxxxxx xx 10:00 a.m., Houston, Texas xx 00:00 a.x., Xouston timeAtlanta time on the IPO Pricing Date, or at sucx xxxxx xxxx xx xxx XXX Xxxxxxg such later time on the IPO Pricing Date as Apple RW shall specify by written notice to Robert J. Syversonthe President of the Company (the "Delivery Date"). The actions taken at the Closing Delivery will not include xxx xxxxxxxxxx xx the completion of either the Merger or the delivery of the Company Common Stock or the Merger Consideration pursuant to Section 2.05. Instead, on On the IPO Closing Date, the Certificates Certificate of Merger will be filed and will become effective pursuant to Section 2.02, and all transactions contemplated by this Agreement to be closed or completed on or before the IPO Closing Date, including the surrender of the Company Common Stock in exchange for the Merger Consideration (including a certified check or checks in an amount equal to the cash portion of the Merger Consideration) will be closed or completed, as the case may be. During the period from the Closing Delivery Date to the IPO Closing Date, this Agreement may be terminated by the parties only pursuant to Section 12.01(b)(i).

The Closing. On or before the IPO Pricing Closing Date, the parties hereto will take all actions necessary to (iA) effect the Merger Acquisition (including, as permitted by the BCANJBCA and the DGCL, (Ai) the execution of a Certificate of Merger (1a) meeting the requirements of the BCA NJBCA and the DGCL and (2b) providing that the Merger will become effective on the IPO Closing Effective Date and (Bii) the transmitting for filing of such that Certificate of Merger with the Secretary of State of the State of TexasNew Jersey and the Secretary of State of the State of Delaware), (iiB) verify the existence and ownership of the certificates evidencing the Company Common Capital Stock to be exchanged for the Merger Acquisition Consideration pursuant to Section 2.05 Paragraph 2(E) and (iiiC) satisfy the document delivery requirements to on which the obligations of the parties to effect the Merger Acquisition and the other transactions contemplated hereby are conditioned by the provisions of this Article VII V (all those actions collectively being the "Closing"). The Closing will take place at the offices of Jackson Baker & WalkerBotts, L.L.P., 42nd 30th Floor, 1100 910 Louisiana, Houston, Texas xx 00:00 a.xat 10:00 x.m., Xouston Xxxston time, or at sucx xxxxx xxxx xx xxx XXX Xxxxxxg Xxxxxxx Xxxx, xx xx xxxx xxxxx xxme on the Closing Date as Apple shall specify USC specifies by written notice to Robert J. Syversonthe Responsible Officer. The actions taken at the Closing will not include xxx xxxxxxxxxx xx either the Merger or the delivery of the Company Common Capital Stock to USC or the Merger payment of the Acquisition Consideration pursuant to Section 2.05the Stockholder. Instead, on the IPO Closing Date, the Certificates Company Capital Stock will be surrendered in exchange for the Acquisition Consideration (with the cash portion of Merger will become effective the Acquisition Consideration being paid by wire transfer in immediately available funds pursuant to Section 2.02instructions the Stockholder delivers to USC prior to Closing or, in the absence of those instructions, a USC check), and all transactions contemplated by this Agreement to be closed or completed on or before the IPO Closing Date, including the surrender of the Company Common Stock in exchange for the Merger Consideration (including a certified check or checks in an amount equal to the cash portion of the Merger Consideration) Date will be closed or and completed, as the case may be. During the period from the Closing to the IPO Closing Date, this Agreement may be terminated by the parties only pursuant to Section 12.01(b)(i).

The Closing. On or before the IPO Pricing Date, the parties hereto will take all actions necessary to (i) effect the Merger (including, as permitted by the BCAApplicable Corporate Code, (A) the execution of a Certificate of Merger (1) meeting the requirements of the BCA Applicable Corporate Code and (2) providing that the Merger will become effective on the IPO Closing Date and (B) the delivery of that Certificate of Merger with a filing of service that will file such Certificate of Merger with the Secretary Department of State of the State of TexasWashington) upon notification of the closing of the IPO (provided that Comsxxxx'x Xxxtificate of Merger shall be filed immediately prior to the closing of the IPO), (ii) verify the existence and ownership of the certificates evidencing the Company Common Stock to be exchanged for the Merger Consideration pursuant to Section 2.05 and (iii) satisfy the document delivery requirements to which the obligations of the parties to effect the Merger and the other transactions contemplated hereby are conditioned by the provisions of this Article VII (all those actions collectively being the "ClosingDelivery"). The Closing Delivery will take place at the offices of Jackson King & WalkerSpalding, L.L.P.191 Xxxxxxxxx Xxxxxx, 42nd FloorXxxxxxx, 1100 LouisianaXxxxxxx xx 10:00 a.m., Houston, Texas xx 00:00 a.x., Xouston timeAtlanta time on the IPO Pricing Date, or at sucx xxxxx xxxx xx xxx XXX Xxxxxxg such later time on the IPO Pricing Date as Apple RW shall specify by written notice to Robert J. Syversonthe President of the Company (the "Delivery Date"). The actions taken at the Closing Delivery will not include xxx xxxxxxxxxx xx the completion of either the Merger or the delivery of the Company Common Stock or the Merger Consideration pursuant to Section 2.05. Instead, on On the IPO Closing Date, the Certificates Certificate of Merger will be filed and will become effective pursuant to Section 2.02, and all transactions contemplated by this Agreement to be closed or completed on or before the IPO Closing Date, including the surrender of the Company Common Stock in exchange for the Merger Consideration (including a certified check or checks in an amount equal to the cash portion of the Merger Consideration) will be closed or completed, as the case may be. During the period from the Closing Delivery Date to the IPO Closing Date, this Agreement may be terminated by the parties only pursuant to Section 12.01(b)(i).

The Closing. On or before the IPO Pricing Date, the parties hereto Parties will take all actions necessary to (i) effect the Merger on the IPO Closing Date (including, as permitted by the BCABusiness Corporation Act, (A) the execution of a Certificate of Merger (1) meeting the requirements of the BCA Business Corporation Act and (2) providing that the Merger will become effective on the IPO Closing Date and (B) the filing of such the Certificate of Merger with the Secretary of State of the State of TexasNew Jersey), (ii) verify the existence and ownership of the certificates evidencing the Company Common Stock to be exchanged for the Merger Consideration pursuant to Section 2.05 2.05, and (iii) satisfy the document delivery requirements to which the obligations of the parties Parties to effect the Merger and the other transactions contemplated hereby are conditioned by the provisions of this Article VII (all those actions collectively being the "ClosingCLOSING"). The Closing will take place at the offices of Jackson Porter & WalkerHedges, L.L.P., 42nd Floor, 1100 700 Louisiana, Houston, Texas xx 00:00 a.xat 10:00 x.x., Xouston Houston time, or at sucx xx xxxx xxxxx xxxx xx xxx XXX Xxxxxxg Pricing Date as Apple OEI shall specify by written notice to Robert J. Syversonany Responsible Officer. The actions taken at the Closing will not include xxx xxxxxxxxxx xx the completion of either the Merger or the delivery of the Company Common Stock or the Merger Consideration pursuant to Section 2.05. Instead, on the IPO Closing Date, the Certificates Certificate of Merger will become effective pursuant to Section 2.02, and all transactions contemplated by this Agreement to be closed or completed on or before the IPO Closing Date, including the surrender of the Company Common Stock in exchange for the Merger Consideration (including a certified check or checks in an amount equal to the cash portion of the Merger Consideration) will be closed or completed, as the case may be. During the period from the Closing to the IPO Closing Date, this Agreement may be terminated by the parties only pursuant to Section 12.01(b)(i12.01 (b)(i).

The Closing. On or before the IPO Pricing Date, the parties hereto will take all actions necessary to (ia) effect the Merger (including, as permitted by the BCA, (A) the execution of a Certificate of Merger (1) meeting the requirements The consummation of the BCA and (2) providing that the Merger will become effective on the IPO Closing Date and (B) the filing of such Certificate of Merger with the Secretary of State of the State of Texas), (ii) verify the existence and ownership of the certificates evidencing the Company Common Stock to be exchanged for the Merger Consideration pursuant to Section 2.05 and (iii) satisfy the document delivery requirements to which the obligations of the parties to effect the Merger and the other transactions contemplated hereby are conditioned by this Agreement (the provisions of this Article VII (all those actions collectively being the "“Closing"). The Closing ”) will take place at the offices of Jackson Xxxxxx & WalkerWhitney LLP at 000 Xxxxx Xxxx Xxxxxx, L.L.P.Xxxxx 0000, 42nd FloorXxxx Xxxx Xxxx, 1100 Louisiana, Houston, Texas xx 00:00 a.x., Xouston time, XX 00000 at 10:00 a.m. within three business days following satisfaction of the conditions set forth in Article VII (other than those conditions that by their nature are to be satisfied at Closing provided that the parties are then able to satisfy such conditions) (the “Closing Date”) or at sucx xxxxx xxxx xx xxx XXX Xxxxxxg such other place and on such other date as may be mutually agreed by Buyer and the Company, in which case Closing Date as Apple shall specify by written notice to Robert J. Syversonmeans the date so agreed. The actions taken at parties currently contemplate that the Closing will occur on or before July 31, 2008 (the “Target Closing Date”). The failure of the Closing will not include xxx xxxxxxxxxx xx either ipso facto result in termination of this Agreement and will not relieve any party of any obligation under this Agreement. The Closing will be effective as of the Merger or close of business on the delivery Closing Date. (b) At the Closing: (i) the Company will deliver to Buyer: (A) a certificate of an appropriate officer of the Company Common Stock dated the Closing Date stating that the conditions set forth in subsections (a) through (i) of Section 7.1 have been satisfied; (B) the text of the resolutions adopted by the board of directors of the Company authorizing the execution, delivery and performance of this Agreement, certified by an appropriate officer of the Company; (C) each Ancillary Agreement to which the Company is a party, duly executed by the Company; (D) a contribution of $1,735,500 to Buyer, by wire transfer of immediately available funds to the account designated by Buyer to the Company no later than three business days prior to the Closing, to acquire a 19.5% equity interest in Buyer, before giving effect to any grants of interest to certain 19 Table of Contents employees of the Company in connection with the Closing, as contemplated in the Buyer Operating Agreement; (E) a contribution of $1,000,000 to Buyer, by wire transfer of immediately available funds to the account designated by Buyer to the Company no later than three business days prior to the Closing, constituting the FC Priority Contribution (as defined in the Buyer Operating Agreement); (F) a xxxx of sale for the Acquired Assets that are Tangible Personal Property in substantially the form of Exhibit F, duly executed by the Company, and other substantially similar bills of sale duly executed by other Selling Companies to the extent any such Acquired Assets that are Tangible Personal Property are owned by such other Selling Companies; (G) an assignment of Acquired Assets that are intangible rights and property (including Contracts) in substantially the form of Exhibit G duly executed by the Company, which assignment shall also contain Buyer’s assumption of the Assumed Liabilities (the “Assignment and Assumption Agreement”), and other substantially similar assignment and assumption agreements duly executed by other Selling Companies and/or other Purchasing Companies to the extent any such Acquired Assets that are intangible rights and property (including Contracts) are owned by such other Selling Companies and/or Assumed Liabilities are being assumed by other Purchasing Companies; (H) any instruments, agreements or documents, including any Foreign Transfer Agreements, required for the Merger Consideration transfer of Foreign Assets by Selling Subsidiaries; (I) assignments of the Acquired Intellectual Property, duly executed by the Company, together with other agreements, instruments, certificates and other documents necessary or appropriate, in the opinion of Buyer’s counsel, to assign all of the Company’s rights and interests in and to the Acquired Intellectual Property to Buyer; (J) appropriate instruments of transfer for Acquired Assets subject to certificate of title, if any, duly executed by the Company; (K) assignments and assumptions or other appropriate documents (pursuant to Section 2.05. Insteadthe Assignment and Assumption Agreement or otherwise) for the assignment of the Acquired Leases and other Acquired Assets under leases accompanied by estoppel certificates acceptable to Buyer, on duly executed by the IPO Closing DateCompany and any other appropriate parties; and (L) duly executed copies of all agreements, instruments, certificates and other documents necessary or appropriate, in the Certificates opinion of Merger will become effective pursuant Buyer’s counsel, to Section 2.02, release any and all Encumbrances against the Acquired Assets, other than Permitted Encumbrances and Encumbrances listed on Schedule 3.7(c). 20 Table of Contents All actions to be taken in connection with consummation of the transactions contemplated by this Agreement and all certificates, opinions, instruments and other documents required to effect the transactions contemplated by this Agreement will be closed or completed on or before in form and substance satisfactory to Buyer. (ii) Buyer will deliver to the IPO Company: (A) a cash payment equal to the Cash Payment Amount by wire transfer of immediately available funds to the account designated by the Company to Buyer no later than three business days prior to the Closing; (B) if applicable, the Working Capital Note, as provided in Section 2.8(a); (C) a certificate of an appropriate officer of Buyer dated the Closing DateDate stating that the conditions set forth in subsections (a) through (d) of Section 7.2 have been satisfied; (D) the text of the resolutions adopted by the single member and manager of Buyer authorizing the execution, delivery and performance of this Agreement, including the surrender issuance of the Company Common Stock in exchange Buyer Notes, certified by a manager of Buyer; (E) assumptions of leases or other appropriate documents for the Merger Consideration Acquired Leases and other Acquired Assets under leases, duly executed by Buyer or other Purchasing Company, as appropriate; and (including F) each Ancillary Agreement to which Buyer, or other Purchasing Company, is a certified check party, duly executed by Buyer or checks such Purchasing Company, as appropriate. All actions to be taken in an amount equal connection with consummation of the transactions contemplated by this Agreement and all certificates, opinions, instruments and other documents required to effect the transactions contemplated by this Agreement will be in form and substance satisfactory to the cash portion of the Merger ConsiderationCompany. (c) will be closed or completed, as the case may be. During the period from the Closing to the IPO Closing Date, this Agreement may be terminated All items delivered by the parties only pursuant at the Closing will be deemed to Section 12.01(b)(i).have been delivered simultaneously, and no items will be deemed delivered or waived until all have been delivered. 2.10

The Closing. On or before the IPO Pricing Date, the parties hereto will take all actions necessary to (i) effect the Merger (including, as permitted by the BCAApplicable Corporate Code, (A) the execution of a Certificate of Merger (1) meeting the requirements of the BCA Applicable Corporate Code and (2) providing that the Merger will become effective on the IPO Closing Date and (B) the delivery of that Certificate of Merger with a filing of service that will file such Certificate of Merger with the Secretary Department of State of the State of TexasNevada) upon notification of the closing of the IPO (provided that Comsxxxx'x Xxxtificate of Merger shall be filed immediately prior to the closing of the IPO), (ii) verify the existence and ownership of the certificates evidencing the Company Common Stock to be exchanged for the Merger Consideration pursuant to Section 2.05 and (iii) satisfy the document delivery requirements to which the obligations of the parties to effect the Merger and the other transactions contemplated hereby are conditioned by the provisions of this Article VII (all those actions collectively being the "ClosingDelivery"). The Closing Delivery will take place at the offices of Jackson King & WalkerSpalding, L.L.P.191 Xxxxxxxxx Xxxxxx, 42nd FloorXxxxxxx, 1100 LouisianaXxxxxxx xx 10:00 a.m., Houston, Texas xx 00:00 a.x., Xouston timeAtlanta time on the IPO Pricing Date, or at sucx xxxxx xxxx xx xxx XXX Xxxxxxg such later time on the IPO Pricing Date as Apple RW shall specify by written notice to Robert J. Syversonthe President of the Company (the "Delivery Date"). The actions taken at the Closing Delivery will not include xxx xxxxxxxxxx xx the completion of either the Merger or the delivery of the Company Common Stock or the Merger Consideration pursuant to Section 2.05. Instead, on On the IPO Closing Date, the Certificates Certificate of Merger will be filed and will become effective pursuant to Section 2.02, and all transactions contemplated by this Agreement to be closed or completed on or before the IPO Closing Date, including the surrender of the Company Common Stock in exchange for the Merger Consideration (including a certified check or checks in an amount equal to the cash portion of the Merger Consideration) will be closed or completed, as the case may be. During the period from the Closing Delivery Date to the IPO Closing Date, this Agreement may be terminated by the parties only pursuant to Section 12.01(b)(i).

The Closing. On or before the IPO Pricing Closing Date, the parties hereto will take all actions (other than those actions required or contemplated to take place on the IPO Closing Date) necessary to (iA) effect the Merger Acquisition (including, as permitted by the BCAABCA, (Ai) the execution of a Certificate Certificates of Merger Merger, which will be subject to approval of counsel to the Company, which approval will not be unreasonably withheld, (1a) meeting the requirements of the BCA and ABCA, (2b) providing that the Merger will become effective on the IPO Closing Effective Date and (Bii) the transmitting for filing of such Certificate those Certificates of Merger with the Secretary of State of the State of TexasAlabama), (iiB) verify the existence and ownership of the certificates evidencing the Company Common Capital Stock to be exchanged for the Merger Acquisition Consideration pursuant to Section 2.05 Paragraph 2(E) and (iiiC) satisfy the document delivery requirements to on which the obligations of the parties to effect the Merger Acquisition and the other transactions contemplated hereby are conditioned by the provisions of this Article VII V of the Uniform Provisions (all those actions collectively being the "Closing"). The Closing will take place at the offices of Jackson Boyer, Ewing & WalkerHarris Incorporated, L.L.P.Nine Greenway Plaza, 42nd Floor#3100, 1100 LouisianaHoustox, Houston, Texas Xxxxx 00046 xx 00:00 a.x.a.m., Xouston timeHouston timx, or at sucx xx xx xxxx xxxxx xxxx xx xxx XXX Xxxxxxg Date Xxxxxxx Xxxe as Apple INVATEC shall specify by written notice to Robert J. SyversonLee Roy Jordan. The actions taken at the Closing will not include xxx xxxxxxxxxx the xxxxxxxx xx either the Merger xxe Company Capital Stock to INVATEC Sub or the delivery payment of the Company Common Stock or Acquisition Consideration to the Merger Consideration pursuant to Section 2.05Stockholders. Instead, on the IPO Closing Date, the Certificates Company Capital Stock will be surrendered in exchange for the Acquisition Consideration (with the cash portion of Merger will become effective the Acquisition Consideration being paid by wire transfer pursuant to Section 2.02instructions delivered to INVATEC by the Stockholders prior to Closing or, in the absence of such instructions, an INVATEC check), and all transactions contemplated by this Agreement to be closed closed, delivered or completed on or before the IPO Closing Date, including the surrender delivery of Executive Employment Agreements and the Company grant of options to purchase an aggregate of 50,000 shares of INVATEC Common Stock in exchange for at the Merger Consideration (including a certified check or checks in an amount equal to the cash portion of the Merger Consideration) IPO Price, will be closed or closed, delivered and completed, as the case may be. During the period from the Closing to At the IPO Closing Date, this INVATEC shall also purchase all of the stock of 55 Leasing & Sales, Inc. ("Leasing Company"), under the terms of the Agreement may be terminated by attached as Exhibit C hereto, for aggregate consideration consisting of the parties only pursuant assumption of approximately $248,000 in Leasing Company debt and the transfer of three motor vehicles and $30,000 in cash to Section 12.01(b)(i)the stockholders of Leasing Company.

The Closing. On or before the IPO Pricing Date, the parties hereto Parties will take all actions necessary to (i) effect the Merger on the IPO Closing Date (including, as permitted by the BCABusiness Corporation Act, (A) the execution of a Certificate of Merger (1) meeting the requirements of the BCA Business Corporation Act and (2) providing that the Merger will become effective on the IPO Closing Date and (B) the filing of such the Certificate of Merger with the Secretary of State of the State of Texas), (ii) verify the existence and ownership of the certificates evidencing the Company Common Stock to be exchanged for the Initial Merger Consideration pursuant to Section 2.05 2.05, and (iii) satisfy the document delivery requirements to which the obligations of the parties Parties to effect the Merger and the other transactions contemplated hereby are conditioned by the provisions of this Article VII (all those actions collectively being the "ClosingCLOSING"). The Closing will take place at the offices of Jackson Porter & WalkerHedges, L.L.P., 42nd Floor, 1100 700 Louisiana, Houston, Texas xx 00:00 a.xat 10:00 x.x., Xouston Hxxxxxx time, or at sucx xx xxxx xxxxx xxxx xx xxx XXX Xxxxxxg Pricing Date as Apple OEI shall specify by written notice to Robert J. SyversonGulsby. The actions taken at the Closing will not include xxx xxxxxxxxxx xx the xxxxxxtion of either the Merger or the delivery of the Company Common Stock or the Initial Merger Consideration pursuant to Section 2.05. Instead, on the IPO Closing Date, the Certificates Certificate of Merger will become effective pursuant to Section 2.02, and all transactions contemplated by this Agreement to be closed or completed on or before the IPO Closing Date, including the surrender of the Company Common Stock in exchange for the Initial Merger Consideration (including a certified check or checks in an amount equal to the cash portion of the Merger Consideration) will be closed or completed, as the case may be. During the period from the Closing to the IPO Closing Date, this Agreement may be terminated by the parties only pursuant to Section 12.01(b)(i12.01 (b)(i).

The Closing. On or before the IPO Pricing Date, the parties hereto will take all actions necessary to (ia) effect the Merger (including, as permitted by the BCA, (A) the execution of a Certificate of Merger (1) meeting the requirements The closing of the BCA and (2) providing that the Merger will become effective on the IPO Closing Date and (B) the filing of such Certificate of Merger with the Secretary of State of the State of Texas), (ii) verify the existence and ownership of the certificates evidencing the Company Common Stock to be exchanged for the Merger Consideration pursuant to Section 2.05 and (iii) satisfy the document delivery requirements to which the obligations of the parties to effect the Merger and the other transactions contemplated hereby are conditioned by this Agreement (the provisions of this Article VII (all those actions collectively being the "“Closing"). The Closing will ”) shall take place at the offices of Jackson Xxxxxx & Walker, Xxxxxx L.L.P., 42nd Floor0000 Xxxxxx, 1100 LouisianaSuite 2500, Houston, Texas xx 00:00 a.x.77002, Xouston commencing at 10:00 a.m. (Houston, Texas time) on the later of (i) December 31, 2016 or at sucx xxxxx xxxx xx xxx XXX Xxxxxxg Date as Apple (ii) the third (3rd) Business Day following the date on which all conditions to the obligations of the Parties to consummate the transactions contemplated hereby have been satisfied or waived (other than conditions that will be satisfied by actions the Parties shall specify by written notice to Robert J. Syverson. The actions taken take at the Closing itself), or such other date as the Parties may mutually determine (the “Closing Date”); provided, however, the Closing shall be deemed to have been consummated at 11:59 p.m. (Houston, Texas time) on the Closing Date (the “Effective Time”). (b) At the Closing, Proppants will not include xxx xxxxxxxxxx xx either deliver the Merger or following documents and deliverables: (i) an assignment effecting the delivery transfer to the Partnership of ownership of all of the Company Common Stock or Contributed Interests and such other documentation as is reasonably required to transfer the Merger Consideration pursuant Contributed Interests to the Partnership; (ii) a certification in the form prescribed by Treasury Regulation Section 2.051.1445-2(b)(2) to the effect that Proppants is not a foreign person; (iii) a counterpart of the Cross Receipt, duly executed by Proppants; (iv) a counterpart of the Registration Rights Agreement Amendment duly executed by Proppants; (v) documents necessary to release Xxxxx from its obligations as guarantor under the Proppants Credit Agreement, including, among others, (i) the Proppants Credit Agreement Amendment and (ii) a release agreement; (vi) the certificates contemplated by Section 9.2(f) and Section 9.3(d); and (vii) such other certificates, instruments of conveyance and documents as may be reasonably requested by a Party and agreed to by Proppants prior to the Closing Date to carry out the intent and purposes of this Agreement. Instead, on (c) [Reserved] (d) At the IPO Closing DateClosing, the Certificates Partnership will deliver the following documents and deliverables: (i) the Cash Consideration by wire transfer of Merger will become effective pursuant immediately available U.S. federal funds to Section 2.02an account specified by Proppants; 11 (ii) evidence from American Stock & Transfer of the issuance of 7,053,292 Common Units to Proppants; (iii) a counterpart of the Cross Receipt, and all transactions duly executed by the Partnership; (iv) a counterpart of the Registration Rights Agreement Amendment duly executed by the Partnership; (v) the certificate contemplated by this Agreement Section 9.2(f); and (vi) such other certificates, instruments of conveyance and documents as may be reasonably requested by a Party and agreed to be closed or completed on or before by the IPO Closing Date, including the surrender of the Company Common Stock in exchange for the Merger Consideration (including a certified check or checks in an amount equal Partnership prior to the cash portion Closing Date to carry out the intent and purposes of the Merger Consideration) will be closed or completed, as the case may bethis Agreement. During the period from the Closing to the IPO Closing Date, this Agreement may be terminated by the parties only pursuant to Section 12.01(b)(i).2.3

The Closing. On or before the IPO Pricing Date, the parties hereto Parties will take all actions necessary to (i) effect the Merger on the IPO Closing Date (including, as permitted by the BCABusiness Corporation Act, (A) the execution of a Certificate of Merger (1) meeting the requirements of the BCA Business Corporation Act and (2) providing that the Merger will become effective on the IPO Closing Date and (B) the filing of such the Certificate of Merger with the Secretary of State of the State of TexasCalifornia), (ii) verify the existence and ownership of the certificates evidencing the Company Common Stock to be exchanged for the Merger Consideration pursuant to Section 2.05 2.05, and (iii) satisfy the document delivery requirements to which the obligations of the parties Parties to effect the Merger and the other transactions contemplated hereby are conditioned by the provisions of this Article VII (all those actions collectively being the "Closing"). The Closing will take place at the offices of Jackson Xxxxxx & WalkerXxxxxx, L.L.P., 42nd Floor000 Xxxxxxxxx, 1100 LouisianaXxxxxxx, HoustonXxxxx at 10:00 a.m., Texas xx 00:00 a.x., Xouston Houston time, or at sucx xxxxx xxxx xx xxx XXX Xxxxxxg such later time on the IPO Pricing Date as Apple WORK shall specify by written notice to Robert J. SyversonXxxxxx X. Xxxxx. The actions taken at the Closing will not include xxx xxxxxxxxxx xx the completion of either the Merger or the delivery of the Company Common Stock or the Merger Consideration pursuant to Section 2.05. Instead, on the IPO Closing Date, the Certificates Certificate of Merger will become effective pursuant to Section 2.02, and all transactions contemplated by this Agreement to be closed or completed on or before the IPO Closing Date, including the surrender of the Company Common Stock in exchange for the Merger Consideration (including a certified check or checks in an amount equal to the cash portion of the Merger Consideration) will be closed or completed, as the case may be. During the period from the Closing to the IPO Closing Date, this Agreement may be terminated by the parties only pursuant to Section 12.01(b)(i12.01 (b).

The Closing. On or before the IPO Pricing Date, the parties hereto will take all actions necessary to (i) effect the Merger on the IPO Closing Date (including, as permitted by the BCA, MGCL (A) the execution of a Certificate Articles of Merger (1) meeting the requirements of the BCA MGCL and (2) providing that the Merger will become effective on the IPO Closing Date and (B) the filing of such Certificate of Merger the Articles with the Secretary State Department of State of the State of Texas)Assessments and Taxation, (ii) verify the existence and ownership of the certificates evidencing the Company Common Stock to be exchanged for the Merger Consideration pursuant to Section 2.05 2.05, and (iii) satisfy the document delivery requirements to which the obligations of the parties to effect the Merger and the other transactions contemplated hereby are conditioned by the provisions of this Article VII (all those actions collectively being the "Closing"). The Closing will take place at the offices of Jackson Porter & WalkerHedges, L.L.P., 42nd Floor, 1100 700 Louisiana, Houston, Texas xx 00:00 a.x.at 10:00 a.m., Xouston Houston time, or at sucx xxxxx xxxx such later time on the IPO Pricing Xxxx xs TMI shaxx xxxcify xx xxx XXX Xxxxxxg Date as Apple shall specify by written notice to Robert J. Syversonxxxxxxx xxxxxx xx Xxxxxx L. Marks. The actions taken at the Closing will not include the completion ox xxxxxx xxx xxxxxxxxxx xx either the Merger Xxrger or the delivery of the Company Common Stock or the Merger Consideration pursuant to Section 2.05. Instead, on the IPO Closing Date, the Certificates Certificate of Merger will become effective pursuant to Section 2.02, and all transactions contemplated by this Agreement to be closed or completed on or before the IPO Closing Date, including the surrender of the Company Common Stock in exchange for the Merger Consideration (including a certified check or checks in an amount equal to the cash portion of the Merger Consideration) will be closed or completed, as the case may be. During the period from the Closing to the IPO Closing Date, this Agreement may be terminated by the parties only pursuant to Section 12.01(b)(i12.01 (b)(i).

The Closing. On or before the IPO Pricing Date, the parties hereto will take all actions necessary to (i) effect the Merger (including, as permitted by the BCA, (A) the execution of a Certificate of Merger (1) meeting the requirements of the BCA and (2) providing that the Merger will become effective on the IPO Closing Date and (B) the filing of such Certificate of Merger with the Secretary of State of the State of TexasArizona), (ii) verify the existence and ownership of the certificates evidencing the Company Common Stock to be exchanged for the Merger Consideration pursuant to Section 2.05 and (iii) satisfy the document delivery requirements to which the obligations of the parties to effect the Merger and the other transactions contemplated hereby are conditioned by the provisions of this Article VII (all those actions collectively being the "Closing"). The Closing will take place at the offices of Jackson & Walker, L.L.P., 42nd Floor, 1100 Louisiana, Houston, Texas xx 00:00 a.x., Xouston time, or at sucx xxxxx xxxx xx xxx XXX Xxxxxxg Date as Apple shall specify by written notice to Robert J. Syverson. The actions taken at the Closing will not include xxx xxxxxxxxxx xx either the Merger or the delivery of the Company Common Stock or the Merger Consideration pursuant to Section 2.05. Instead, on the IPO Closing Date, the Certificates of Merger will become effective pursuant to Section 2.02, and all transactions contemplated by this Agreement to be closed or completed on or before the IPO Closing Date, including the surrender of the Company Common Stock in exchange for the Merger Consideration (including a certified check or checks in an amount equal to the cash portion of the Merger Consideration) will be closed or completed, as the case may be. During the period from the Closing to the IPO Closing Date, this Agreement may be terminated by the parties only pursuant to Section 12.01(b)(i).

The Closing. On or before the IPO Pricing Date, the parties hereto will take all actions necessary to (i) effect the Merger (including, as permitted by the BCA, (A) the execution of a Certificate of Merger (1) meeting the requirements of the BCA and (2) providing that the Merger will become effective on the IPO Closing Date and (B) the filing of such Certificate of Merger with the Secretary of State of the State of TexasArizona), (ii) verify the existence and ownership of the certificates evidencing the Company Common Stock to be exchanged for the Merger Consideration pursuant to Section 2.05 and (iii) satisfy the document delivery requirements to which the obligations of the parties to effect the Merger and the other transactions contemplated hereby are conditioned by the provisions of this Article VII (all those actions collectively being the "Closing"). The Closing will take place at the offices of Jackson & Walker, L.L.P., 42nd Floor, 1100 Louisiana, Houston, Texas xx ax 00:00 a.x., Xouston Xxuston time, or at sucx such xxxxx xxxx xx xxx XXX Xxxxxxg Xxxxxxx Date as Apple shall specify by written notice to Robert J. Syverson. The actions taken at the Closing will not include xxx xxxxxxxxxx xx either the Merger or the delivery of the Company Common Stock or the Merger Consideration pursuant to Section 2.05. Instead, on the IPO Closing Date, the Certificates of Merger will become effective pursuant to Section 2.02, and all transactions contemplated by this Agreement to be closed or completed on or before the IPO Closing Date, including the surrender of the Company Common Stock in exchange for the Merger Consideration (including a certified check or checks in an amount equal to the cash portion of the Merger Consideration) will be closed or completed, as the case may be. During the period from the Closing to the IPO Closing Date, this Agreement may be terminated by the parties only pursuant to Section 12.01(b)(i).

The Closing. On or before the IPO Pricing Date, the parties hereto Parties will take all actions necessary to (i) effect the Merger on the IPO Closing Date (including, as permitted by the BCABusiness Corporation Act, (A) the execution of a Certificate of Merger (1) meeting the requirements of the BCA Business Corporation Act and (2) providing that the Merger will become effective on the IPO Closing Date and (B) the filing of such the Certificate of Merger with the Secretary of State Corporation Commission of the State Commonwealth of Texas)Virginia, (ii) verify the existence and ownership of the certificates evidencing the Company Common Stock to be exchanged for the Merger Consideration pursuant to Section 2.05 2.05, and (iii) satisfy the document delivery requirements to which the obligations of the parties Parties to effect the Merger and the other transactions contemplated hereby are conditioned by the provisions of this Article VII (all those actions collectively being the "Closing"). The Closing will take place at the offices of Jackson Xxxxxx & WalkerXxxxxx, L.L.P., 42nd Floor000 Xxxxxxxxx, 1100 LouisianaXxxxxxx, HoustonXxxxx at 10:00 a.m., Texas xx 00:00 a.x., Xouston Houston time, or at sucx xxxxx xxxx xx xxx XXX Xxxxxxg such later time on the IPO Pricing Date as Apple WORK shall specify by written notice to Robert J. SyversonXxxxxx Xxxxxx. The actions taken at the Closing will not include xxx xxxxxxxxxx xx the completion of either the Merger or the delivery of the Company Common Stock or the Merger Consideration pursuant to Section 2.05. Instead, on the IPO Closing Date, the Certificates Certificate of Merger will become effective pursuant to Section 2.02, and all transactions contemplated by this Agreement to be closed or completed on or before the IPO Closing Date, including the surrender of the Company Common Stock in exchange for the Merger Consideration (including a certified check or checks in an amount equal to the cash portion of the Merger Consideration) will be closed or completed, as the case may be. During the period from the Closing to the IPO Closing Date, this Agreement may be terminated by the parties only pursuant to Section 12.01(b)(i12.01 (b).

The Closing. On or before the IPO Pricing Date, the parties hereto will take all actions necessary to (i) effect the Merger on the IPO Closing Date (including, as permitted by the BCA, Business Corporation Act (A) the execution of a Certificate of Merger (1) meeting the requirements of the BCA Business Corporation Act and (2) providing that the Merger will become effective on the IPO Closing Date and (B) the filing of such the Certificate of Merger with the Secretary of State of the State of Texas), (ii) verify the existence and ownership of the certificates evidencing the Company Common Stock to be exchanged for the Merger Consideration pursuant to Section 2.05 2.05, and (iii) satisfy the document delivery requirements to which the obligations of the parties to effect the Merger and the other transactions contemplated hereby are conditioned by the provisions of this Article VII (all those actions collectively being the "Closing"). The Closing will take place at the offices of Jackson Porter & WalkerHedges, L.L.P., 42nd Floor, 1100 700 Louisiana, Houston, Texas xx 00:00 a.x.at 10:00 a.m., Xouston Houston time, or at sucx xxxxx xxxx such later time on the IPO Pricinx Xxxx as TMI shaxx xxxcify xx xxxxxxx xxxxxx xx xxx XXX Xxxxxxg Date as Apple shall specify by written notice to Robert J. SyversonXtockholder. The actions taken at the Closing will not include xxx xxxxxxxxxx xx the completion of either the Merger or the delivery of the Company Common Stock or the Merger Initial Stock Consideration or the Initial Cash Consideration pursuant to Section 2.05. Instead, on the IPO Closing Date, the Certificates Certificate of Merger will become effective pursuant to Section 2.02, and all transactions contemplated by this Agreement to be closed or completed on or before the IPO Closing Date, including the surrender of the Company Common Stock in exchange for the Merger Consideration (including a certified check or checks in an amount equal to the cash portion of the Merger Consideration) will be closed or completed, as the case may be. During the period from the Closing to the IPO Closing Date, this Agreement may be terminated by the parties only pursuant to Section 12.01(b)(i12.01 (b)(i).

The Closing. On or before (a) The acquisition and conveyance of the IPO Pricing DateMembership Interests under all the Contribution Agreements, the parties hereto will take all actions necessary to (i) effect Membership Interest Purchase Agreement and the Merger (includingAgreements, as permitted by and the BCA, (A) the execution of a Certificate of Merger (1) meeting the requirements acquisition and conveyance of the BCA Owned Homes and (2) providing that the Merger will become effective on the IPO Closing Date and (B) the filing of such Certificate of Merger with the Secretary of State MH Contracts under all of the State Asset Purchase Agreements, and the consummation of Texas), (ii) verify the existence and ownership of the certificates evidencing the Company Common Stock to be exchanged for the Merger Consideration pursuant to Section 2.05 and (iii) satisfy the document delivery requirements to which the obligations of the parties to effect the Merger and all the other transactions contemplated hereby are conditioned by the provisions Definitive Agreements and by this Agreement (the “Closing”) shall occur as set forth in the Definitive Agreements on the following dates (the “Closing Dates”) (i) with respect to the Contribution Agreements, the MIPAs and the other Definitive Agreements relating to the Projects covered by the Contribution Agreements and the MIPA (the “First Closing”), the Closing Date shall be the later of this Article VII (x) October 15, 2014, or (y) ten (10) business days after the Loan Assumption Approval for a sufficient number of the Projects is obtained to satisfy the condition in Section 5.5, but not later than December 31, 2014 (or such earlier date determined by the Sun Parties upon not less than ten (10) business days’ notice to the Green Entities), and (ii) with respect to the Merger Agreements and all those actions collectively being remaining Definitive Agreements (the "“Second Closing"”), the Closing Date shall be January 6, 2015. The Closing will take place If the Green Entities elect to receive any Preferred OP Units or Preferred Stock at the offices of Jackson & WalkerFirst Closing, L.L.P., 42nd Floor, 1100 Louisiana, Houston, Texas xx 00:00 a.x., Xouston time, or at sucx xxxxx xxxx xx xxx XXX Xxxxxxg Date as Apple shall specify by written notice to Robert J. Syverson. The actions taken then the parties will execute and deliver the Preferred Amendment (and SUI will adopt corresponding articles supplementary) at the Closing will not include xxx xxxxxxxxxx xx either First Closing. At each Closing, in addition to all document deliveries required by the Merger or the delivery Definitive Agreements, each of the Company Common Stock or parties shall deliver a “bring down” certificate confirming the Merger Consideration pursuant to Section 2.05. Insteadtruth and accuracy of all of their representations and warranties herein and in each of the Transaction Agreements and, on at the IPO Closing DateSecond Closing, the Certificates of Merger parties shall execute and deliver (w) the Preferred Amendment, if not executed and delivered at the First Closing (and SUI will become effective pursuant to Section 2.02adopt corresponding articles supplementary), (x) that certain Non-Competition Agreement by and between Xxxxxxx Xxxx and SUI and that certain Non-Competition Agreement by and between Xxxxx Xxxxxxx and SUI (collectively, the “Non-Compete Agreements”), in the forms attached as Exhibit O, (y) that certain Guaranty executed by Green Courte Real Estate Partners II, LLC and GCP Fund II REIT, LLC and that certain Guaranty executed by Green Courte Real Estate Partners III, LLC and GCP Fund III REIT, LLC, in the forms attached as Exhibit P, and all (z) the Parcel Option Agreements. At the First Closing, SCOLP shall deliver to the Contributors an unqualified opinion of counsel to SCOLP that beginning with its taxable year ending December 31, 1994 and as of the First Closing (after giving effect to the transactions consummated at the First Closing), SCOLP has been and shall be treated as a partnership for federal income tax purposes and not as a corporation or association taxable as a corporation. In addition, at the First Closing, the Green Entities shall deliver to the Sun Parties an authority opinion from DLA Piper in form and substance as reasonably acceptable to the Sun Parties, and the Sun Parties shall deliver to the Green Entities identified above an authority opinion from Jaffe, Raitt, Heuer & Xxxxx in form and substance reasonably acceptable to such guarantors. At the Second Closing the Sun Parties and Green Entities and their respective affiliates will consummate the transactions contemplated by this Agreement to be closed or completed on or before the IPO Closing Datethat certain Subscription Agreement, including the surrender of the Company Common Stock in exchange for the Merger Consideration (including a certified check or checks in an amount equal to the cash portion of the Merger Consideration) will be closed or completedeven date herewith, as the case may be. During the period from the Closing to the IPO Closing Dateby and among Green Courte Real Estate Partners III, this Agreement may be terminated by the parties only pursuant to Section 12.01(b)(i)LLC, SUI and SCOLP.

The Closing. On or before the IPO Pricing Date, the parties hereto will take all actions necessary to (i) effect the Merger (including, as permitted by the BCA, (A) the execution of a Certificate of Merger (1) meeting the requirements of the BCA and (2) providing that the Merger will become effective on the IPO Closing Date and (B) the filing of such Certificate of Merger with the Secretary of State of the State of Texas__________________), (ii) verify the existence and ownership of the certificates evidencing the Company Common Stock to be exchanged for the Merger Consideration pursuant to Section 2.05 and (iii) satisfy the document delivery requirements to which the obligations of the parties to effect the Merger and the other transactions contemplated hereby are conditioned by the provisions of this Article VII (all those actions collectively being the "Closing"). The Closing will take place at the offices of Jackson & Walker, L.L.P., 42nd Floor, 1100 Louisiana, Houston, Texas xx 00:00 a.x., Xouston time, or at sucx xxxxx xxxx xx xxx XXX Xxxxxxg Date as Apple shall specify by written notice to Robert J. Syverson. The actions taken at the Closing will not include xxx xxxxxxxxxx xx either the Merger or the delivery of the Company Common Stock or the Merger Consideration pursuant to Section 2.05. Instead, on the IPO Closing Date, the Certificates of Merger will become effective pursuant to Section 2.02, and all transactions contemplated by this Agreement to be closed or completed on or before the IPO Closing Date, including the surrender of the Company Common Stock in exchange for the Merger Consideration (including a certified check or checks in an amount equal to the cash portion of the Merger Consideration) will be closed or completed, as the case may be. During the period from the Closing to the IPO Closing Date, this Agreement may be terminated by the parties only pursuant to Section 12.01(b)(i).

The Closing. On or before the IPO Pricing Date, the parties hereto will take all actions necessary to (i) effect the Merger on the IPO Closing Date (including, as permitted by the BCA, Business Corporation Act (A) the execution of a Certificate of Merger (1) meeting the requirements of the BCA Business Corporation Act and (2) providing that the Merger will become effective on the IPO Closing Date and (B) the filing of such the Certificate of Merger with the Secretary of State of the State of Texas), (ii) verify the existence and ownership of the certificates evidencing the Company Common Stock to be exchanged for the Merger Consideration pursuant to Section 2.05 2.05, and (iii) satisfy the document delivery requirements to which the obligations of the parties to effect the Merger and the other transactions contemplated hereby are conditioned by the provisions of this Article VII (all those actions collectively being the "Closing"). The Closing will take place at the offices of Jackson Porter & WalkerHedges, L.L.P., 42nd Floor, 1100 700 Louisiana, Houston, Texas xx 00:00 a.x.at 10:00 a.m., Xouston Houston time, or at sucx xxxxx xxxx such later time on the IPO Pricing Xxxx xs TXX xxxll specify xx xxx XXX Xxxxxxg Date as Apple shall specify by written notice to Robert J. Syversonxxxxxxx xxxxxx xx [XXXX XX STOCKHOLDER REPRESENTATIVE]. The actions taken at the Closing will not include xxx xxxxxxxxxx xx the completion of either the Merger or the delivery of the Company Common Stock or the Merger Consideration pursuant to Section 2.05. Instead, on the IPO Closing Date, the Certificates Certificate of Merger will become effective pursuant to Section 2.02, and all transactions contemplated by this Agreement to be closed or completed on or before the IPO Closing Date, including the surrender of the Company Common Stock in exchange for the Merger Consideration (including a certified check or checks in an amount equal to the cash portion of the Merger Consideration) will be closed or completed, as the case may be. During the period from the Closing to the IPO Closing Date, this Agreement may be terminated by the parties only pursuant to Section 12.01(b)(i12.01 (b)(i).

The Closing. On or before the IPO Pricing Date, the parties hereto will take all actions necessary to (i) effect the Merger (including, as permitted by the BCA, (A) the execution of a Certificate of Merger (1) meeting the requirements of the BCA and (2) providing that the Merger will become effective on the IPO Closing Date and (B) the filing of such Certificate of Merger with the Secretary of State of the State of TexasIllinois), (ii) verify the existence and ownership of the certificates evidencing the Company Common Stock to be exchanged for the Merger Consideration pursuant to Section 2.05 and (iii) satisfy the document delivery requirements to which the obligations of the parties to effect the Merger and the other transactions contemplated hereby are conditioned by the provisions of this Article VII (all those actions collectively being the "Closing"). The Closing will take place at the offices of Jackson & Walker, L.L.P., 42nd Floor, 1100 Louisiana, Houston, Texas xx 00:00 a.x., Xouston time, or at sucx xxxxx xxxx xx xxx XXX Xxxxxxg Date as Apple shall specify by written notice to Robert J. Syverson. The actions taken at the Closing will not include xxx xxxxxxxxxx xx either the Merger or the delivery of the Company Common Stock or the Merger Consideration pursuant to Section 2.05. Instead, on the IPO Closing Date, the Certificates of Merger will become effective pursuant to Section 2.02, and all transactions contemplated by this Agreement to be closed or completed on or before the IPO Closing Date, including the surrender of the Company Common Stock in exchange for the Merger Consideration (including a certified check or checks in an amount equal to the cash portion of the Merger Consideration) will be closed or completed, as the case may be. During the period from the Closing to the IPO Closing Date, this Agreement may be terminated by the parties only pursuant to Section 12.01(b)(i).

The Closing. On or before the IPO Pricing Date, the parties hereto Parties will take all actions necessary to (i) effect the Merger on the IPO Closing Date (including, as permitted by the BCABusiness Corporation Act, (A) the execution of a Certificate of Merger (1) meeting the requirements of the BCA Business Corporation Act and (2) providing that the Merger will become effective on the IPO Closing Date and (B) the filing of such the Certificate of Merger with the Secretary of State of the State of TexasConnecticut), (ii) verify the existence and ownership of the certificates evidencing the Company Common Stock to be exchanged for the Merger Consideration pursuant to Section 2.05 2.05, and (iii) satisfy the document delivery requirements to which the obligations of the parties Parties to effect the Merger and the other transactions contemplated hereby are conditioned by the provisions of this Article VII (all those actions collectively being the "Closing"). The Closing will take place at the offices of Jackson Xxxxxx & WalkerXxxxxx, L.L.P., 42nd Floor000 Xxxxxxxxx, 1100 LouisianaXxxxxxx, HoustonXxxxx at 10:00 a.m., Texas xx 00:00 a.x., Xouston Houston time, or at sucx xxxxx xxxx xx xxx XXX Xxxxxxg such later time on the IPO Pricing Date as Apple WORK shall specify by written notice to Robert J. Syversoneither of Xxxxxxx Xxxxxxxx or Xxxx Xxxxxxxxx. The actions taken at the Closing will not include xxx xxxxxxxxxx xx the completion of either the Merger or the delivery of the Company Common Stock or the Merger Consideration pursuant to Section 2.05. Instead, on the IPO Closing Date, the Certificates Certificate of Merger will become effective pursuant to Section 2.02, and all transactions contemplated by this Agreement to be closed or completed on or before the IPO Closing Date, including the surrender of the Company Common Stock in exchange for the Merger Consideration (including a certified check or checks in an amount equal to the cash portion of the Merger Consideration) will be closed or completed, as the case may be. During the period from the Closing to the IPO Closing Date, this Agreement may be terminated by the parties only pursuant to Section 12.01(b)(i12.01 (b).

The Closing. (a) The Closing of the purchase and sale of the Shares (the "Closing") shall take place simultaneously with the execution and delivery of this Agreement (the "Closing Date"). On or before the IPO Pricing Closing Date, Purchasers shall deliver to Escrow Agent the parties hereto will take Purchase Price by delivering either 1) a check drawn on a US bank made payable to "Gottbetter & Partners, LLP, as Escrow Agent" for the full amount of the Purchase Price; or 2) a wire transfer with immediately available U.S. funds for the full amount of the Purchase Price less the Deposit plus all actions necessary wire transfer fees to: 63 Gottbetter & Partners, LLP IOLA Account Citibank N.A. 330 Maxxxxn Avenue New York, New Xxxx 00000 XXX Xxxxxxx Xx.: 000000000 Xxcount No.: 49000000 Xxxerence: (Your Xxxx) xor AGMN As soon as practicable following (i) the execution of this Agreement and (ii) the Escrow Agent receipt of the Purchase Price, Escrow Agent shall uses its best efforts to (i) effect distribute the Merger Purchase Price to the Company's creditors listed in Schedule 3.1(k) in the amounts listed under the caption settlement payments (includingthe "Settlement Payments"), as permitted by and (ii) deliver the BCAShares to the Purchasers. Upon full distribution of the Settlement Payments and the Shares, the balance of the Purchase Price shall be distributed to Company (Athe "Balance Purchase Price"). Notwithstanding anything to the contrary set forth in this Agreement, Escrow Agent shall not make any Settlement Payments unless (i) the execution of a Certificate of Merger (1) meeting the requirements of the BCA and (2) providing that the Merger will become effective on the IPO Closing Date and (B) the designation has been accepted for filing of such Certificate of Merger with the Secretary of State of the State of Texas)Delaware, and (ii) verify the existence and ownership of the certificates evidencing the Company Common Stock to be exchanged Escrow Agent has simultaneously or prior thereto delivered or arranged for the Merger Consideration pursuant to Section 2.05 and (iii) satisfy the document delivery requirements to which the obligations of the parties to effect the Merger and the other transactions contemplated hereby are conditioned by the provisions of this Article VII (all those actions collectively being the "Closing"). The Closing will take place at the offices of Jackson & Walker, L.L.P., 42nd Floor, 1100 Louisiana, Houston, Texas xx 00:00 a.x., Xouston time, or at sucx xxxxx xxxx xx xxx XXX Xxxxxxg Date as Apple shall specify by written notice to Robert J. Syverson. The actions taken at the Closing will not include xxx xxxxxxxxxx xx either the Merger or the delivery of the Company Common Stock or Shares to Purchaser. At any time and from time to time after the Merger Consideration pursuant to Section 2.05. Instead, on the IPO Closing DateClosing, the Certificates of Merger will become effective pursuant to Section 2.02Parties shall duly execute, acknowledge and deliver all such further assignments, conveyances, instruments and documents, and all shall take such other action consistent with the terms of this Agreement to carry out the transactions contemplated by this Agreement to be closed or completed on or before the IPO Closing Date, including the surrender of the Company Common Stock in exchange for the Merger Consideration (including a certified check or checks in an amount equal to the cash portion of the Merger Consideration) will be closed or completed, as the case may be. During the period from the Closing to the IPO Closing Date, this Agreement may be terminated by the parties only pursuant to Section 12.01(b)(i)Agreement.

The Closing. On or before the IPO Pricing Date, the parties hereto Parties will take all actions necessary to (i) effect the Merger on the IPO Closing Date (including, as permitted by the BCABusiness Corporation Act, (A) the execution of a Certificate of Merger (1) meeting the requirements of the BCA Business Corporation Act and (2) providing that the Merger will become effective on the IPO Closing Date and (B) the filing of such the Certificate of Merger with the Secretary of State of the State of Texas), (ii) verify the existence and ownership of the certificates evidencing the Company Common Stock to be exchanged for the Merger Consideration pursuant to Section 2.05 2.05, and (iii) satisfy the document delivery requirements to which the obligations of the parties Parties to effect the Merger and the other transactions contemplated hereby are conditioned by the provisions of this Article VII (all those actions collectively being the "Closing"). The Closing will take place at the offices of Jackson Xxxxxx & WalkerXxxxxx, L.L.P., 42nd Floor000 Xxxxxxxxx, 1100 LouisianaXxxxxxx, HoustonXxxxx at 10:00 a.m., Texas xx 00:00 a.x., Xouston Houston time, or at sucx xxxxx xxxx xx xxx XXX Xxxxxxg such later time on the IPO Pricing Date as Apple WORK shall specify by written notice to Robert J. SyversonXxxxx Xxxxxxx. The actions taken at the Closing will not include xxx xxxxxxxxxx xx the completion of either the Merger or the delivery of the Company Common Stock or the Merger Consideration pursuant to Section 2.05. Instead, on the IPO Closing Date, the Certificates Certificate of Merger will become effective pursuant to Section 2.02, and all transactions contemplated by this Agreement to be closed or completed on or before the IPO Closing Date, including the surrender of the Company Common Stock in exchange for the Merger Consideration (including a certified check or checks in an amount equal to the cash portion of the Merger Consideration) will be closed or completed, as the case may be. During the period from the Closing to the IPO Closing Date, this Agreement may be terminated by the parties only pursuant to Section 12.01(b)(i12.01 (b).

The Closing. On or before the IPO Pricing Date, the parties hereto will take all actions necessary to (i) effect the Merger (including, as permitted by the BCAApplicable Corporate Code, (A) the execution of a Certificate of Merger (1) meeting the requirements of the BCA Applicable Corporate Code and (2) providing that the Merger will become effective on the IPO Closing Date and (B) the delivery of that Certificate of Merger with a filing of service that will file such Certificate of Merger with the Secretary Department of State of the State of TexasTennessee) upon notification of the closing of the IPO (provided that Comsxxxx'x Xxxtificate of Merger shall be filed immediately prior to the closing of the IPO), (ii) verify the existence and ownership of the certificates evidencing the Company Common Stock to be exchanged for the Merger Consideration pursuant to Section 2.05 and (iii) satisfy the document delivery requirements to which the obligations of the parties to effect the Merger and the other transactions contemplated hereby are conditioned by the provisions of this Article VII (all those actions collectively being the "ClosingDelivery"). The Closing Delivery will take place at the offices of Jackson King & WalkerSpalding, L.L.P.191 Xxxxxxxxx Xxxxxx, 42nd FloorXxxxxxx, 1100 LouisianaXxxxxxx xx 10:00 a.m., Houston, Texas xx 00:00 a.x., Xouston timeAtlanta time on the IPO Pricing Date, or at sucx xxxxx xxxx xx xxx XXX Xxxxxxg such later time on the IPO Pricing Date as Apple RW shall specify by written notice to Robert J. Syversonthe President of the Company (the "Delivery Date"). The actions taken at the Closing Delivery will not include xxx xxxxxxxxxx xx the completion of either the Merger or the delivery of the Company Common Stock or the Merger Consideration pursuant to Section 2.05. Instead, on On the IPO Closing Date, the Certificates Certificate of Merger will be filed and will become effective pursuant to Section 2.02, and all transactions contemplated by this Agreement to be closed or completed on or before the IPO Closing Date, including the surrender of the Company Common Stock in exchange for the Merger Consideration (including a certified check or checks in an amount equal to the cash portion of the Merger Consideration) will be closed or completed, as the case may be. During the period from the Closing Delivery Date to the IPO Closing Date, this Agreement may be terminated by the parties only pursuant to Section 12.01(b)(i).

The Closing. On or before the IPO Pricing Date, the parties hereto will take all actions necessary to (i) effect the Merger on the IPO Closing Date (including, as permitted by the BCA, Business Corporation Act (A) the execution of a Certificate of Merger (1) meeting the requirements of the BCA Business Corporation Act and (2) providing that the Merger will become effective on the IPO Closing Date and (B) the filing of such the Certificate of Merger with the Secretary of State of the State of TexasConnecticut), (ii) verify the existence and ownership of the certificates evidencing the Company Common Stock to be exchanged for the Merger Consideration pursuant to Section 2.05 2.05, and (iii) satisfy the document delivery requirements to which the obligations of the parties to effect the Merger and the other transactions contemplated hereby are conditioned by the provisions of this Article VII (all those actions collectively being the "Closing"). The Closing will take place at the offices of Jackson Porter & WalkerHedges, L.L.P., 42nd Floor, 1100 700 Louisiana, Houston, Texas xx 00:00 a.x.at 10:00 a.m., Xouston Houston time, or at sucx xxxxx xxxx such later time on the IPO Pricing Date xx xxx XXX Xxxxxxg Date as Apple shall specify by written notice to Robert J. Syversonspexxxx xx xxxxxxx xxxxxx xx Xxxer P. Eule. The actions taken at the Closing will not include xxx xxxxxxxxxx xx the completion of either the Merger or the delivery of the Company Common txx Xxxxxxx Xxmmon Stock or the Merger Consideration pursuant to Section 2.05. Instead, on the IPO Closing Date, the Certificates Certificate of Merger will become effective pursuant to Section 2.02, and all transactions contemplated by this Agreement to be closed or completed on or before the IPO Closing Date, including the surrender of the Company Common Stock in exchange for the Merger Consideration (including a certified check or checks in an amount equal to the cash portion of the Merger Consideration) will be closed or completed, as the case may be. During the period from the Closing to the IPO Closing Date, this Agreement may be terminated by the parties only pursuant to Section 12.01(b)(i12.01 (b)(i).

The Closing. On or before the IPO Pricing Date, the parties hereto will take all actions necessary to (i) effect the Merger (including, as permitted by the BCA, (A) the execution of a Certificate of Merger (1) meeting the requirements The closing of the BCA and transactions contemplated by this Agreement (2the "Closing") providing that shall take place at the Merger will become effective on offices of Chamberlain, Hrdlicka, White, Willxxxx & Xartxx xx Houston, Texas commencing at 9:00 a.m. central standard time following the IPO Closing Date and (B) the filing satisfaction or waiver of such Certificate of Merger with the Secretary of State of the State of Texas), (ii) verify the existence and ownership of the certificates evidencing the Company Common Stock all conditions to be exchanged for the Merger Consideration pursuant to Section 2.05 and (iii) satisfy the document delivery requirements to which the obligations of the parties to effect consummate the Merger and the other transactions contemplated hereby are conditioned by (other than conditions with respect to actions the provisions of this Article VII (all those actions collectively being the "Closing"). The Closing respective parties will take place at the offices of Jackson & Walker, L.L.P., 42nd Floor, 1100 Louisiana, Houston, Texas xx 00:00 a.x., Xouston time, or at sucx xxxxx xxxx xx xxx XXX Xxxxxxg Date as Apple shall specify by written notice to Robert J. Syverson. The actions taken at the Closing will not include xxx xxxxxxxxxx xx either itself) (the Merger or date of Closing is the delivery of the Company Common Stock or the Merger Consideration pursuant to Section 2.05. Instead, on the IPO "Closing Date"), provided that the Certificates of Merger Closing shall take place not later than the fourth business day following the Escrow CSI Purchase and Sale Agreement/Page 3 10 Closing. At the Closing (i) Buyer will become effective pursuant deliver to Section 2.02, and all transactions contemplated by this Agreement to be closed or completed on or before the IPO Closing Date, including the surrender of the Company Common Stock in exchange for the Merger Consideration (including a certified check or checks in an amount equal to Sellers the cash portion of the Merger ConsiderationPurchase Price and the Tax Adjustment as provided in Section 1.2 above; (ii) will the various certificates, instruments and documents held in escrow which are to be closed or completed, as the case may be. During the period from the Closing delivered to the IPO Closing Date, Buyer pursuant to this Agreement may (including the CSI Shares and the assignments of the Investments Interests) shall be terminated by released and delivered to Buyer; (iii) the parties only various certificates, instruments and documents held in escrow to be delivered to Sellers pursuant to Section 12.01(b)(i)this Agreement (including the certificates for TMS Common Stock and the Registration Rights Agreement) shall be released and delivered to Sellers; (iv) the Executive Employment Agreements shall be released and delivered to CSI and the respective individuals who are parties to such agreements; and (v) any other certificates, instruments and documents not held in escrow which are to be delivered to Buyer and/or Sellers, respectively, shall be delivered to Buyer and/or Sellers, respectively.

The Closing. On or before the IPO Pricing Date, the parties hereto will take all actions necessary to (i) effect the Merger on the IPO Closing Date (including, as permitted by the BCA, Business Corporation Act (A) the execution of a Certificate of Merger (1) meeting the requirements of the BCA Business Corporation Act and (2) providing that the Merger will become effective on the IPO Closing Date and (B) the filing of such the Certificate of Merger with the Secretary of State of the State of TexasWashington), (ii) verify the existence and ownership of the certificates evidencing the Company Common Stock to be exchanged for the Merger Consideration pursuant to Section 2.05 2.05, and (iii) satisfy the document delivery requirements to which the obligations of the parties to effect the Merger and the other transactions contemplated hereby are conditioned by the provisions of this Article VII (all those actions collectively being the "Closing"). The Closing will take place at the offices of Jackson Porter & WalkerHedges, L.L.P., 42nd Floor, 1100 700 Louisiana, Houston, Texas xx 00:00 a.x.at 10:00 a.m., Xouston Houston time, or at sucx xxxxx xxxx xx xxx XXX Xxxxxxg such later time on the IPO Pricing Date as Apple shall specify by written notice to Robert J. SyversonXXX xhall specixx xx xxxxxxx xxxxxx xx Xxxxxd Berman. The actions taken at the Closing will not include xxx xxxxxxxxxx the completion xx either the xxxxxx xxe Merger or the delivery of the Company Common Stock or the Merger Consideration pursuant to Section 2.05. Instead, on the IPO Closing Date, the Certificates Certificate of Merger will become effective pursuant to Section 2.02, and all transactions contemplated by this Agreement to be closed or completed on or before the IPO Closing Date, including the surrender of the Company Common Stock in exchange for the Merger Consideration (including a certified check or checks in an amount equal to the cash portion of the Merger Consideration) will be closed or completed, as the case may be. During the period from the Closing to the IPO Closing Date, this Agreement may be terminated by the parties only pursuant to Section 12.01(b)(i12.01 (b)(i).

The Closing. On or before the IPO Pricing Date, the parties hereto Parties will take all actions necessary to (i) effect the Merger on the IPO Closing Date (including, as permitted by the BCABusiness Corporation Act, (A) the execution of a Certificate of Merger (1) meeting the requirements of the BCA Business Corporation Act and (2) providing that the Merger will become effective on the IPO Closing Date and (B) the filing of such the Certificate of Merger with the Secretary of State of the State Commonwealth of TexasKentucky), (ii) verify the existence and ownership of the certificates evidencing the Company Common Stock to be exchanged for the Merger Consideration pursuant to Section 2.05 2.05, and (iii) satisfy the document delivery requirements to which the obligations of the parties Parties to effect the Merger and the other transactions contemplated hereby are conditioned by the provisions of this Article VII (all those actions collectively being the "ClosingCLOSING"). The Closing will take place at the offices of Jackson Porter & WalkerHedges, L.L.P., 42nd Floor, 1100 700 Louisiana, Houston, Texas xx 00:00 a.x.at 10:00 a.m., Xouston Hxxxxxx time, or at sucx xx xxxx xxxxx xxxx xx xxx XXX Xxxxxxg Pricing Date as Apple OEI shall specify by written notice to Robert J. Syversoneither Responsible Officer. The actions taken at the Closing will not include xxx xxxxxxxxxx xx the completion of either the Merger or the delivery of the Company Common Stock or the Merger Consideration pursuant to Section 2.05. Instead, on the IPO Closing Date, the Certificates Certificate of Merger will become effective pursuant to Section 2.02, and all transactions contemplated by this Agreement to be closed or completed on or before the IPO Closing Date, including the surrender of the Company Common Stock in exchange for the Merger Consideration (including a certified check or checks in an amount equal to the cash portion of the Merger Consideration) will be closed or completed, as the case may be. During the period from the Closing to the IPO Closing Date, this Agreement may be terminated by the parties only pursuant to Section 12.01(b)(i12.01 (b)(i).

The Closing. On or before the IPO Pricing Date, the parties hereto Parties will take all actions necessary to (i) effect the Merger on the IPO Closing Date (including, as permitted by the BCABusiness Corporation Act, (A) the execution of a Certificate of Merger (1) meeting the requirements of the BCA Business Corporation Act and (2) providing that the Merger will become effective on the IPO Closing Date and (B) the filing of such the Certificate of Merger with the Secretary of State of the State of Texas), (ii) verify the existence and ownership of the certificates evidencing the Company Common Stock to be exchanged for the Merger Consideration pursuant to Section 2.05 2.05, and (iii) satisfy the document delivery requirements to which the obligations of the parties Parties to effect the Merger and the other transactions contemplated hereby are conditioned by the provisions of this Article VII (all those actions collectively being the "ClosingCLOSING"). The Closing will take place at the offices of Jackson Porter & WalkerHedges, L.L.P., 42nd Floor, 1100 700 Louisiana, Houston, Texas xx 00:00 a.xat 10:00 x.x., Xouston Houston time, or at sucx xx xxxx xxxxx xxxx xx xxx XXX Xxxxxxg Pricing Date as Apple OEI shall specify by written notice to Robert J. SyversonJohn W. White. The actions taken at the Closing will not include incluxx xxx xxxxxxxxxx xx xxxxxxtion of either the Merger or the delivery of the Company Common Stock or the Merger Consideration pursuant to Section 2.05. Instead, on the IPO Closing Date, the Certificates Certificate of Merger will become effective pursuant to Section 2.02, and all transactions contemplated by this Agreement to be closed or completed on or before the IPO Closing Date, including the surrender of the Company Common Stock in exchange for the Merger Consideration (including a certified check or checks in an amount equal to the cash portion of the Merger Consideration) will be closed or completed, as the case may be. During the period from the Closing to the IPO Closing Date, this Agreement may be terminated by the parties only pursuant to Section 12.01(b)(i12.01 (b)(i).

The Closing. On or before the IPO Pricing Date, the parties hereto Parties will take all actions necessary to (i) effect the Merger on the IPO Closing Date (including, as permitted by the BCABusiness Corporation Act, (A) the execution of a Certificate of Merger (1) Amalgamation meeting the requirements of the BCA Business Corporation Act and (2) providing that the Merger will become effective on the IPO Closing Date and (B) the filing of such the Certificate of Merger Amalgamation with the Secretary Ministry of State of the State of Texas)Consumer and Commercial Relations, (ii) verify the existence and ownership of the certificates evidencing the Capital Stock of the Company Common Stock to be exchanged for the Merger Consideration pursuant to Section 2.05 2.05, and (iii) satisfy the document delivery requirements to which the obligations of the parties Parties to effect the Merger and the other transactions contemplated hereby are conditioned by the provisions of this Article VII (all those actions collectively being the "Closing"). The Closing will take place at the offices of Jackson Xxxxxx & WalkerXxxxxx, L.L.P., 42nd Floor000 Xxxxxxxxx, 1100 LouisianaXxxxxxx, HoustonXxxxx at 10:00 a.m., Texas xx 00:00 a.x., Xouston Houston time, or at sucx xxxxx xxxx xx xxx XXX Xxxxxxg such later time on the IPO Pricing Date as Apple WORK shall specify by written notice to Robert J. SyversonXxxxxxx Xxxxx. The actions taken at the Closing will not include xxx xxxxxxxxxx xx the completion of either the Merger or the delivery of the Capital Stock of the Company Common Stock or the Merger Consideration pursuant to Section 2.05. Instead, on the IPO Closing Date, the Certificates Certificate of Merger Amalgamation will become effective pursuant to Section 2.02, and all transactions contemplated by this Agreement to be closed or completed on or before the IPO Closing Date, including the surrender of the Capital Stock of the Company Common Stock in exchange for the Merger Consideration (including a certified check or checks in an amount equal to the cash portion of the Merger Consideration) will be closed or completed, as the case may be. During the period from the Closing to the IPO Closing Date, this Agreement may be terminated by the parties only pursuant to Section 12.01(b)(i12.01 (b).

The Closing. On or before Unless expressly agreed otherwise by the IPO Pricing DateCompany in writing in its sole discretion, the parties hereto will initial issue and sale of the Subscription Shares, payment of the Purchase Price by the Purchaser, and the registration of the Subscription Shares in the names of the Purchaser in the share register of the Company shall take all actions necessary place at a closing (the “Closing”) to be held remotely by the exchange of documents and signatures (including via email and including by way of PDF files), simultaneously with the execution of this Agreement, or such other date, time and place as the Company and the Purchaser shall mutually agree. [Notwithstanding the foregoing, (i) effect the Merger (includingissue and sale of 35,580 Subscription Shares, as permitted payment of the Purchase Price by Purchaser therefor, and the BCA, (A) registration of such Subscription Shares in the names of the Purchaser in the share register of the Company shall take place substantially concurrently with execution of a Certificate binding master purchase agreement with Philips North America LLC or one of its Affiliates, substantially in the form attached as Exhibit D to the Business Combination Agreement (the “BCA”), dated the date hereof, by and among the Company, Holdco, Nuvo Assetco Corp., a Cayman Islands exempted company and a wholly owned subsidiary of Holdco, LAMF Global Ventures Corp. I, a Cayman Islands exempted company (“SPAC”) and H.F.N Insight Merger (1) meeting Company Ltd., a limited liability company organized under the requirements of the BCA and (2) providing that the Merger will become effective on the IPO Closing Date and (B) the filing of such Certificate of Merger with the Secretary of State laws of the State of Texas), Israel and a wholly owned subsidiary of SPAC and (ii) verify the existence issue and ownership sale of 71,159 Subscription Shares, payment of the certificates evidencing Purchase Price by Purchaser therefor, and the Company Common Stock to be exchanged for registration of such Subscription Shares in the Merger Consideration pursuant to Section 2.05 and (iii) satisfy the document delivery requirements to which the obligations names of the parties to effect Purchaser in the Merger and the other transactions contemplated hereby are conditioned by the provisions of this Article VII (all those actions collectively being the "Closing"). The Closing will take place at the offices of Jackson & Walker, L.L.P., 42nd Floor, 1100 Louisiana, Houston, Texas xx 00:00 a.x., Xouston time, or at sucx xxxxx xxxx xx xxx XXX Xxxxxxg Date as Apple shall specify by written notice to Robert J. Syverson. The actions taken at the Closing will not include xxx xxxxxxxxxx xx either the Merger or the delivery share register of the Company Common Stock or shall take place substantially concurrently with the Merger Consideration pursuant to Section 2.05. Instead, on the IPO Closing Date, the Certificates of Merger will become effective pursuant to Section 2.02, and all transactions contemplated by this Agreement to be closed or completed on or before the IPO Closing Date, including the surrender filing of the Company Common Stock Registration Statement (as defined in exchange the BCA) with the SEC, unless such filing is delayed beyond September 30, 2023, in which event the Purchaser will have no obligation to subscribe for the Merger Consideration (including a certified check or checks in an amount equal to the cash portion of the Merger Consideration) will be closed or completed, as the case may be. During the period from the Closing to the IPO Closing Date, this Agreement may be terminated by the parties only pursuant to Section 12.01(b)(i).purchase such additional Subscription Shares.]1

The Closing. On or before the IPO Pricing Date, the parties hereto will take all actions necessary to (i) effect the Merger (including, as permitted by the BCAApplicable Corporate Code, (A) the execution of a Certificate of Merger (1) meeting the requirements of the BCA Applicable Corporate Code and (2) providing that the Merger will become effective on the IPO Closing Date and (B) the delivery of that Certificate of Merger with a filing of service that will file such Certificate of Merger with the Secretary Department of State of the State of TexasMissouri) upon notification of the closing of the IPO (provided that Comsxxxx'x Xxxtificate of Merger shall be filed immediately prior to the closing of the IPO), (ii) verify the existence and ownership of the certificates evidencing the Company Common Stock to be exchanged for the Merger Consideration pursuant to Section 2.05 and (iii) satisfy the document delivery requirements to which the obligations of the parties to effect the Merger and the other transactions contemplated hereby are conditioned by the provisions of this Article VII (all those actions collectively being the "ClosingDelivery"). The Closing Delivery will take place at the offices of Jackson King & WalkerSpalding, L.L.P.191 Xxxxxxxxx Xxxxxx, 42nd FloorXxxxxxx, 1100 LouisianaXxxxxxx xx 10:00 a.m., Houston, Texas xx 00:00 a.x., Xouston timeAtlanta time on the IPO Pricing Date, or at sucx xxxxx xxxx xx xxx XXX Xxxxxxg such later time on the IPO Pricing Date as Apple RW shall specify by written notice to Robert J. Syversonthe President of the Company (the "Delivery Date"). The actions taken at the Closing Delivery will not include xxx xxxxxxxxxx xx the completion of either the Merger or the delivery of the Company Common Stock or the Merger Consideration pursuant to Section 2.05. Instead, on On the IPO Closing Date, the Certificates Certificate of Merger will be filed and will become effective pursuant to Section 2.02, and all transactions contemplated by this Agreement to be closed or completed on or before the IPO Closing Date, including the surrender of the Company Common Stock in exchange for the Merger Consideration (including a certified check or checks in an amount equal to the cash portion of the Merger Consideration) will be closed or completed, as the case may be. During the period from the Closing Delivery Date to the IPO Closing Date, this Agreement may be terminated by the parties only pursuant to Section 12.01(b)(i).

The Closing. On or before the IPO Pricing Date, the parties hereto will take all actions necessary to (i) effect the Merger on the IPO Closing Date (including, as permitted by the BCA, DGCL (A) the execution of a Certificate of Merger (1) meeting the requirements of the BCA DGCL and (2) providing that the Merger will become effective on the IPO Closing Date and (B) the filing of such the Certificate of Merger with the Secretary of State of the State of TexasDelaware), (ii) verify the existence and ownership of the certificates evidencing the Company Common Stock to be exchanged for the Merger Consideration pursuant to Section 2.05 2.05, and (iii) satisfy the document delivery requirements to which the obligations of the parties to effect the Merger and the other transactions contemplated hereby are conditioned by the provisions of this Article VII (all those actions collectively being the "Closing"). The Closing will take place at the offices of Jackson Porter & WalkerHedges, L.L.P., 42nd Floor, 1100 700 Louisiana, Houston, Texas xx 00:00 a.x.at 10:00 a.m., Xouston Houston time, or at sucx such later time on the IPO Pricing Daxx xx TMI xxxxx xxxx xx xxx XXX Xxxxxxg Date as Apple shall specify by written notice to Robert J. Syverson. writxxx xxxxxx xx Xxxxxxx X. Klintworth, Jr. The actions taken at the Closing will not include xxx xxxxxxxxxx xx the completion of either the Merger or the delivery of the Company Common Stock txx Xxxxxxx Xxxxxx Xxock or the Merger Consideration pursuant to Section 2.05. Instead, on the IPO Closing Date, the Certificates Certificate of Merger will become effective pursuant to Section 2.02, and all transactions contemplated by this Agreement to be closed or completed on or before the IPO Closing Date, including the surrender of the Company Common Stock in exchange for the Merger Consideration (including a certified check or checks in an amount equal to the cash portion of the Merger Consideration) will be closed or completed, as the case may be. During the period from the Closing to the IPO Closing Date, this Agreement may be terminated by the parties only pursuant to Section 12.01(b)(i12.01 (b)(i).

The Closing. On or before the IPO Pricing Date, the parties hereto will take all actions necessary to (i) effect the Merger (including, as permitted by the BCA, (A) the execution of a Certificate of Merger (1) meeting the requirements of the BCA and (2) providing that the Merger will become effective on the IPO Closing Date and (B) the filing of such Certificate of Merger with the Secretary of State of the State of Texas__________________), (ii) verify the existence and ownership of the certificates evidencing the Company Common Stock to be exchanged for the Merger Consideration pursuant to Section 2.05 and (iii) satisfy the document delivery requirements to which the obligations of the parties to effect the Merger and the other transactions contemplated hereby are conditioned by the provisions of this Article VII (all those actions collectively being the "Closing"). The Closing will take place at the offices of Jackson & Walker, L.L.P., 42nd Floor, 1100 Louisiana, Houston, Texas xx ax 00:00 a.x., Xouston Xxuston time, or at sucx such xxxxx xxxx xx xxx XXX Xxxxxxg Xxxxxxx Date as Apple shall specify by written notice to Robert J. Syverson. The actions taken at the Closing will not include xxx xxxxxxxxxx xx either the Merger or the delivery of the Company Common Stock or the Merger Consideration pursuant to Section 2.05. Instead, on the IPO Closing Date, the Certificates of Merger will become effective pursuant to Section 2.02, and all transactions contemplated by this Agreement to be closed or completed on or before the IPO Closing Date, including the surrender of the Company Common Stock in exchange for the Merger Consideration (including a certified check or checks in an amount equal to the cash portion of the Merger Consideration) will be closed or completed, as the case may be. During the period from the Closing to the IPO Closing Date, this Agreement may be terminated by the parties only pursuant to Section 12.01(b)(i).

The Closing. On The Closing will take place on October _______, 2008 (the “Closing Date”) at the offices of Global Clean Energy Holdings, Inc, at 0000 X. Xxxxxxx Xxxx, Xxxxx 000, Xxx Xxxxxxx, XX 00000, at 10:00 a.m. (local time) or before at some other place mutually agreed by the IPO Pricing Dateparties herein. As specified in Appendix 1, the parties hereto Shareholders will take all actions necessary deliver to (i) effect the Merger (including, as permitted by the BCA, (A) the execution of a Certificate of Merger Buyer: (1) meeting transfer of share instruments executed by each Shareholder in registerable form together with the requirements certificates representing the Shares, duly endorsed (or accompanied by duly executed stock powers), for transfer of the BCA Shares to Buyer or its nominee(s); and (2) providing that the Merger will become effective on the IPO Closing Date Date, a certified resolution of the board of directors of the Company appointing new directors nominated by the Buyer together with the resignations of existing members of the Company’s board. As specified in Appendix 1, the Buyer will cause its transfer agent to issue to each Shareholder the duly registered stock certificate(s) representing their individual stock holding in the Buyer. In addition, at the Closing, as set forth in Appendix II, Buyer and the Company shall cause (A) new promissory notes to be issued to the Shareholders to replace the existing Loan Notes, and (B) the filing duly executed deed of such Certificate legal mortgage in accordance with Article 3.5 herein to be delivered and recorded as soon as practically possible and (C) the original TCT Title with evidence of Merger paid up taxes. The new promissory notes shall reflect the revised terms of the Loan Notes as set forth in Appendix II. All costs and expenses associated with the Secretary of State completion of the State of Texas), (ii) verify the existence and ownership transfer of the certificates evidencing Shares to the Company Buyer and the registration of the deed of legal mortgage, inclusive of Stamp Duties and Discharge Mortgage Charges, shall be borne by the Shareholder. All costs and expenses associated with the completion of the issue of the Buyer’s Common Stock to the Shareholders shall be exchanged for borne by the Merger Consideration pursuant Buyer. The Shares will be delivered to Section 2.05 and (iii) satisfy Buyer’s counsel in Belize, who will hold the document delivery requirements Shares until the official permission to which transfer the obligations Shares to Buyer has been received from the Central Bank of Belize. Buyer will deliver to Buyer’s counsel in Belize the stock certificates registered in each Shareholder’s name within five days of the parties Closing, which stock certificates Buyer’s counsel will deliver to effect Shareholders immediately following the Merger and the other transactions contemplated hereby are conditioned by the provisions of this Article VII (all those actions collectively being the "Closing"). The Closing will take place at the offices of Jackson & Walker, L.L.P., 42nd Floor, 1100 Louisiana, Houston, Texas xx 00:00 a.x., Xouston time, or at sucx xxxxx xxxx xx xxx XXX Xxxxxxg Date as Apple shall specify by written notice to Robert J. Syverson. The actions taken at the Closing will not include xxx xxxxxxxxxx xx either the Merger or the delivery receipt of the Company Common Stock or the Merger Consideration pursuant to Section 2.05. Instead, on the IPO Closing Date, the Certificates of Merger will become effective pursuant to Section 2.02, and all transactions contemplated by this Agreement to be closed or completed on or before the IPO Closing Date, including the surrender permission of the Company Common Stock in exchange for the Merger Consideration (including a certified check or checks in an amount equal Central Bank of Belize to the cash portion transfer of the Merger Consideration) will be closed or completed, as the case may be. During the period from the Closing to the IPO Closing Date, this Agreement may be terminated by the parties only pursuant to Section 12.01(b)(i)Shares.

The Closing. On or before the IPO Pricing Date, the parties hereto will take all actions necessary to (i) effect the Merger on the IPO Closing Date (including, as permitted by the BCA, Business Corporation Act (A) the execution of a Certificate of Merger (1) meeting the requirements of the BCA Business Corporation Act and (2) providing that the Merger will become effective on the IPO Closing Date and (B) the filing of such the Certificate of Merger with the Secretary of State of the State of TexasCalifornia), (ii) verify the existence and ownership of the certificates evidencing the Company Common Stock to be exchanged for the Merger Consideration pursuant to Section 2.05 2.05, and (iii) satisfy the document delivery requirements to which the obligations of the parties to effect the Merger and the other transactions contemplated hereby are conditioned by the provisions of this Article VII (all those actions collectively being the "Closing"). The Closing will take place at the offices of Jackson Porter & WalkerHedges, L.L.P., 42nd Floor, 1100 700 Louisiana, Houston, Texas xx 00:00 a.x.at 10:00 a.m., Xouston Houston time, or at sucx such later time on the IPO Pricing Daxx xx TMI xxxxx xxxx specify bx xxxxxxx xxxxxx xx xxx XXX Xxxxxxg Date as Apple shall specify by written notice to Robert J. SyversonXxxx X. Xxxxxx. The actions taken at the Closing will not include the completion of exxxxx xxx xxxxxxxxxx xx either the Merger Xxxxer or the delivery of the Company Common Stock or the Merger Consideration pursuant to Section 2.05. Instead, on the IPO Closing Date, the Certificates Certificate of Merger will become effective pursuant to Section 2.02, and all transactions contemplated by this Agreement to be closed or completed on or before the IPO Closing Date, including the surrender of the Company Common Stock in exchange for the Merger Consideration (including a certified check or checks in an amount equal to the cash portion of the Merger Consideration) will be closed or completed, as the case may be. During the period from the Closing to the IPO Closing Date, this Agreement may be terminated by the parties only pursuant to Section 12.01(b)(i12.01 (b)(i).

The Closing. On or before the IPO Pricing Date, the parties hereto will take all actions necessary to (i) effect the Merger (including, as permitted by the BCA, (A) the execution of a Certificate of Merger (1) meeting the requirements of the BCA and (2) providing that the Merger will become effective on the IPO Closing Date and (B) the filing of such Certificate of Merger with the Secretary of State of the State of TexasVirginia), (ii) verify the existence and ownership of the certificates evidencing the Company Common Stock to be exchanged for the Merger Consideration pursuant to Section 2.05 and (iii) satisfy the document delivery requirements to which the obligations of the parties to effect the Merger and the other transactions contemplated hereby are conditioned by the provisions of this Article VII (all those actions collectively being the "Closing"). The Closing will take place at the offices of Jackson & Walker, L.L.P., 42nd Floor, 1100 Louisiana, Houston, Texas xx 00:00 a.x., Xouston time, or at sucx xxxxx xxxx xx xxx XXX Xxxxxxg Date as Apple shall specify by written notice to Robert J. Syverson. The actions taken at the Closing will not include xxx xxxxxxxxxx xx either the Merger or the delivery of the Company Common Stock or the Merger Consideration pursuant to Section 2.05. Instead, on the IPO Closing Date, the Certificates of Merger will become effective pursuant to Section 2.02, and all transactions contemplated by this Agreement to be closed or completed on or before the IPO Closing Date, including the surrender of the Company Common Stock in exchange for the Merger Consideration (including a certified check or checks in an amount equal to the cash portion of the Merger Consideration) will be closed or completed, as the case may be. During the period from the Closing to the IPO Closing Date, this Agreement may be terminated by the parties only pursuant to Section 12.01(b)(i).

The Closing. On or before the IPO Pricing Closing Date, the parties hereto will take all actions necessary to (iA) effect the Merger Acquisition (including, as permitted by the BCACGCL and the DGCL, (Ai) the execution of a Certificate of Merger (1a) meeting the requirements of the BCA CGCL and the DGCL and (2b) providing that the Merger will become effective on the IPO Closing Effective Date and (Bii) the transmitting for filing of such that Certificate of Merger with the Secretary of State of the State of TexasCalifornia and the Secretary of State of the State of Delaware), (iiB) verify the existence and ownership of the certificates evidencing the Company Common Capital Stock to be exchanged for the Merger Acquisition Consideration pursuant to Section 2.05 Paragraph 2(E) and (iiiC) satisfy the document delivery requirements to on which the obligations of the parties to effect the Merger Acquisition and the other transactions contemplated hereby are conditioned by the provisions of this Article VII V (all those actions collectively being the "Closing"). The Closing will take place at the offices of Jackson Baker & WalkerBotts, L.L.P., 42nd 30th Floor, 1100 910 Louisiana, Houston, Texas xx 00:00 a.xat 10:00 x.m., Xouston Xxxston time, or at sucx xxxxx xxxx xx xxx XXX Xxxxxxg Xxxxxxx Xxxx, xx xx xxxx xxxxx xxme on the Closing Date as Apple shall specify USC specifies by written notice to Robert J. Syversonthe Responsible Officer. The actions taken at the Closing will not include xxx xxxxxxxxxx xx either the Merger or the delivery of the Company Common Capital Stock to USC or the Merger payment of the Acquisition Consideration pursuant to Section 2.05the Stockholder. Instead, on the IPO Closing Date, the Certificates Company Capital Stock will be surrendered in exchange for the Acquisition Consideration (with the cash portion of Merger will become effective the Acquisition Consideration being paid by wire transfer pursuant to Section 2.02instructions the Stockholder delivers to USC prior to Closing or, in the absence of those instructions, a USC check), and all transactions contemplated by this Agreement to be closed or completed on or before the IPO Closing Date, including the surrender of the Company Common Stock in exchange for the Merger Consideration (including a certified check or checks in an amount equal to the cash portion of the Merger Consideration) Date will be closed or and completed, as the case may be. During the period from the Closing to the IPO Closing Date, this Agreement may be terminated by the parties only pursuant to Section 12.01(b)(i).

The Closing. On or before the IPO Pricing Date, the parties hereto will take all actions necessary to (i) effect the Merger (including, as permitted by the BCA, (A) the execution of a Certificate of Merger (1) meeting the requirements of the BCA and (2) providing that the Merger will become effective on the IPO Closing Date and (B) the filing of such Certificate of Merger with the Secretary of State of the State of TexasUtah), (ii) verify the existence and ownership of the certificates evidencing the Company Common Stock to be exchanged for the Merger Consideration pursuant to Section 2.05 and (iii) satisfy the document delivery requirements to which the obligations of the parties to effect the Merger and the other transactions contemplated hereby are conditioned by the provisions of this Article VII (all those actions collectively being the "Closing"). The Closing will take place at the offices of Jackson & Walker, L.L.P., 42nd Floor, 1100 Louisiana, Houston, Texas xx 00:00 a.x., Xouston time, or at sucx xxxxx xxxx xx xxx XXX Xxxxxxg Date as Apple shall specify by written notice to Robert J. Syverson. The actions taken at the Closing will not include xxx xxxxxxxxxx xx either the Merger or the delivery of the Company Common Stock or the Merger Consideration pursuant to Section 2.05. Instead, on the IPO Closing Date, the Certificates of Merger will become effective pursuant to Section 2.02, and all transactions contemplated by this Agreement to be closed or completed on or before the IPO Closing Date, including the surrender of the Company Common Stock in exchange for the Merger Consideration (including a certified check or checks in an amount equal to the cash portion of the Merger Consideration) will be closed or completed, as the case may be. During the period from the Closing to the IPO Closing Date, this Agreement may be terminated by the parties only pursuant to Section 12.01(b)(i).

The Closing. On or before the IPO Pricing Date, the parties hereto Parties will take all actions necessary to (i) effect the Merger on the IPO Closing Date (including, as permitted by the BCABusiness Corporation Act, (A) the execution of a Certificate of Merger (1) meeting the requirements of the BCA Business Corporation Act and (2) providing that the Merger will become effective on the IPO Closing Date and (B) the filing of such the Certificate of Merger with the Secretary of State of the State of Texas), (ii) verify the existence and ownership of the certificates evidencing the Company Common Stock to be exchanged for the Merger Consideration pursuant to Section 2.05 2.05, and (iii) satisfy the document delivery requirements to which the obligations of the parties Parties to effect the Merger and the other transactions contemplated hereby are conditioned by the provisions of this Article VII (all those actions collectively being the "ClosingCLOSING"). The Closing will take place at the offices of Jackson Porter & WalkerHedges, L.L.P., 42nd Floor, 1100 700 Louisiana, Houston, Texas xx 00:00 a.xat 10:00 x.x., Xouston Houston time, or at sucx xx xxxx xxxxx xxxx xx xxx XXX Xxxxxxg Pricing Date as Apple OEI shall specify by written notice to Robert J. Syversoneither Responsible Officer. The actions taken at the Closing will not include xxx xxxxxxxxxx xx the completion of either the Merger or the delivery of the Company Common Stock or the Merger Consideration pursuant to Section 2.05. Instead, on the IPO Closing Date, the Certificates Certificate of Merger will become effective pursuant to Section 2.02, and all transactions contemplated by this Agreement to be closed or completed on or before the IPO Closing Date, including the surrender of the Company Common Stock in exchange for the Merger Consideration (including a certified check or checks in an amount equal to the cash portion of the Merger Consideration) will be closed or completed, as the case may be. During the period from the Closing to the IPO Closing Date, this Agreement may be terminated by the parties only pursuant to Section 12.01(b)(i12.01 (b)(i).

The Closing. On or before The transfer of the IPO Pricing DateAssets by Seller to Buyer shall take place at the offices of McCutchen, Doyle, Brown & Enersen, 1331 North California Boulevard, Walnxx Xxeek, Xxxxxorxxx, xx 00:00 x.x. xxxxx xxxx, xx Xxxxxxx 00, 0000, xx xxoner, at such other place and/or time as the parties hereto will take all actions necessary to may agree (i) effect the Merger (including, as permitted by the BCA, (A) the execution of a Certificate of Merger (1) meeting the requirements of the BCA and (2) providing that the Merger will become effective on the IPO Closing Date and (B) the filing of such Certificate of Merger with the Secretary of State of the State of Texas), (ii) verify the existence and ownership of the certificates evidencing the Company Common Stock to be exchanged for the Merger Consideration pursuant to Section 2.05 and (iii) satisfy the document delivery requirements to which the obligations of the parties to effect the Merger and the other transactions contemplated hereby are conditioned by the provisions of this Article VII (all those actions collectively being the "Closing"). The date on which the closing takes place is referred to herein as the "Closing will take place at Date". In the offices of Jackson & Walkerevent that the conditions specified in this Agreement have not been fulfilled by such date, L.L.P., 42nd Floor, 1100 Louisiana, Houston, Texas xx 00:00 a.x., Xouston time, the parties may extend the Closing for an additional period or at sucx xxxxx xxxx xx xxx XXX Xxxxxxg Date as Apple shall specify periods by written notice to Robert J. Syversonmutual consent. The actions taken at the Closing will not include xxx xxxxxxxxxx xx either the Merger or the delivery parties further agree that time is of the Company Common Stock or essence in fulfilling the Merger Consideration pursuant obligations to Section 2.05. Instead, on consummate the IPO Closing Date, the Certificates of Merger will become effective pursuant to Section 2.02, and all transactions contemplated by this Agreement to be closed or completed on or before the IPO specified date of Closing. If the Closing Date, including the surrender of the Company Common Stock in exchange for the Merger Consideration (including a certified check or checks in an amount equal to the cash portion of the Merger Consideration) will be closed or completed, as the case may be. During occurs during the period from September 15, 1995 through October 6, 1995, Buyer agrees to reimburse Seller, within seven (7) days after Seller's written request, for fifty percent (50%) of the amount by which Seller's direct operating expenses (as defined below) exceed its total revenues during such period (such amounts to be determined in accordance with generally accepted accounting principles, consistently applied in accordance with the past practice of Seller). If the Closing occurs during the period from October 7, 1995 through October 20, 1995, Buyer agrees to reimburse Seller, within seven (7) days after Seller's written request, for one hundred percent (100%) of the amount by which Seller's direct operating expenses exceed its total revenues during such period (such amounts to be determined in accordance with generally accepted accounting principles, consistently applied in accordance with the past practice of Seller). "Direct operating expenses" shall mean the direct operating expenses of the Business, and shall specifically refer to payroll, supplies, licenses, fees, lease rentals payments, utilities, and sales expenses, but shall not include non-direct operating expenses, including without limitation depreciation, amortization, accrued taxes, corporate allocations and overheads, inter-company transfers and inter-company interest. If the Closing fails to occur for any reason, other than a material breach of this Agreement by Buyer, Seller agrees to reimburse Buyer, within thirty (30) days after receipt by Seller of relevant copies of invoices, for fifty percent (50%) of Buyer's out-of-pocket costs, including without limitation, the fees and expenses of its counsel, accountants, and consultants, incurred in connection with the transactions contemplated by this Agreement, up to a maximum reimbursement amount of Fifty Thousand Dollars ($50,000). If there is any dispute between the parties as to the IPO Closing Datecorrect amount of either expense reimbursement described in this Article 5, this Agreement may be terminated by the parties only pursuant dispute resolution procedures specified in Section 2.5 above for determining the proper amount of the Adjustment to Section 12.01(b)(i)Base Purchase Price shall govern.

The Closing. On or before the IPO Pricing Closing Date, the parties hereto will take all actions necessary to (iA) effect the Merger Acquisition (including, as permitted by the BCADCBCA and the DGCL, (Ai) the execution of a Certificate of Merger (1a) meeting the requirements of the BCA DCBCA and the DGCL and (2b) providing that the Merger will become effective on the IPO Closing Effective Date and (Bii) the transmitting for filing of such that Certificate of Merger with the Mayor of the District of Columbia (which notwithstanding the foregoing will take place on the business day immediately preceding the IPO Closing Date) and the Secretary of State of the State of TexasDelaware), (iiB) verify the existence and ownership of the certificates evidencing the Company Common Capital Stock to be exchanged for the Merger Acquisition Consideration pursuant to Section 2.05 Paragraph 2(E) and (iiiC) satisfy the document delivery requirements to on which the obligations of the parties to effect the Merger Acquisition and the other transactions contemplated hereby are conditioned by the provisions of this Article VII V (all those actions collectively being the "Closing"). The Closing will take place at the offices of Jackson Baker & WalkerBotts, L.L.P., 42nd 30th Floor, 1100 910 Louisiana, Houston, Texas xx 00:00 a.xat 10:00 x.m., Xouston Xxxston time, or at sucx xxxxx xxxx xx xxx XXX Xxxxxxg Xxxxxxx Xxxx, xx xx xxxx xxxxx xxme on the Closing Date as Apple shall specify USC specifies by written notice to Robert J. Syversonthe Responsible Officer. The actions taken at the Closing will not include xxx xxxxxxxxxx xx either the Merger or the delivery of the Company Common Capital Stock to USC or the Merger payment of the Acquisition Consideration pursuant to Section 2.05the Stockholders. Instead, on the IPO Closing Date, the Certificates Company Capital Stock will be surrendered in exchange for the Acquisition Consideration (with the cash portion of Merger will become effective the Acquisition Consideration being paid by wire transfer pursuant to Section 2.02instructions the Stockholders deliver to USC prior to Closing or, in the absence of those instructions, a USC check), and all transactions contemplated by this Agreement to be closed or completed on or before the IPO Closing Date, including the surrender of the Company Common Stock in exchange for the Merger Consideration (including a certified check or checks in an amount equal to the cash portion of the Merger Consideration) Date will be closed or and completed, as the case may be. During the period from the Closing to the IPO Closing Date, this Agreement may be terminated by the parties only pursuant to Section 12.01(b)(i).

The Closing. On or before the IPO Pricing Date, the parties hereto will take all actions necessary to (i) effect the Merger on the IPO Closing Date (including, as permitted by the BCA, Business Corporation Act (A) the execution of a Certificate of Merger (1) meeting the requirements of the BCA Business Corporation Act and (2) providing that the Merger will become effective on the IPO Closing Date and (B) the filing of such the Certificate of Merger with the Secretary of State of the State of TexasIndiana), (ii) verify the existence and ownership of the certificates evidencing the Company Common Stock to be exchanged for the Merger Consideration pursuant to Section 2.05 2.05, and (iii) satisfy the document delivery requirements to which the obligations of the parties to effect the Merger and the other transactions contemplated hereby are conditioned by the provisions of this Article VII (all those actions collectively being the "Closing"). The Closing will take place at the offices of Jackson Porter & WalkerHedges, L.L.P., 42nd Floor, 1100 700 Louisiana, Houston, Texas xx 00:00 a.x.at 10:00 a.m., Xouston Houston time, or at sucx xxxxx xxxx such later time on the IPO Pricinx Xxxx as TMI shaxx xxxcify xx xxxxxxx xxxxxx xx xxx XXX Xxxxxxg Date as Apple shall specify by written notice to Robert J. SyversonXtockholder. The actions taken at the Closing will not include xxx xxxxxxxxxx xx the completion of either the Merger or the delivery of the Company Common Stock or the Merger Consideration pursuant to Section 2.05. Instead, on the IPO Closing Date, the Certificates Certificate of Merger will become effective pursuant to Section 2.02, and all transactions contemplated by this Agreement to be closed or completed on or before the IPO Closing Date, including the surrender of the Company Common Stock in exchange for the Merger Consideration (including a certified check or checks in an amount equal to the cash portion of the Merger Consideration) will be closed or completed, as the case may be. During the period from the Closing to the IPO Closing Date, this Agreement may be terminated by the parties only pursuant to Section 12.01(b)(i12.01 (b)(i).

The Closing. On or before the IPO Pricing Date, the parties hereto will take all actions necessary to (i) effect the Merger (including, as permitted by the BCA, (A) the execution of a Certificate of Merger (1) meeting the requirements a)The closing of the BCA and (2) providing that the Merger will become effective on the IPO Closing Date and (B) the filing of such Certificate of Merger with the Secretary of State of the State of Texas), (ii) verify the existence and ownership of the certificates evidencing the Company Common Stock to be exchanged for the Merger Consideration pursuant to Section 2.05 and (iii) satisfy the document delivery requirements to which the obligations of the parties to effect the Merger and the other transactions contemplated hereby are conditioned by this Agreement (the provisions of this Article VII (all those actions collectively being the "“Closing"). The Closing will ”) shall take place at the offices of Jackson & WalkerPBF Energy, L.L.P.(i) within two Business Days following the satisfaction or, 42nd Floorto the extent permitted by applicable Law, 1100 Louisianawaiver of all conditions to the obligations of the parties set forth in Article VIII (other than such conditions as may, Houstonby their terms, Texas xx 00:00 a.x., Xouston time, or at sucx xxxxx xxxx xx xxx XXX Xxxxxxg Date as Apple shall specify by written notice to Robert J. Syverson. The actions taken only be satisfied at the Closing or on the Closing Date) or (ii) at such other place or on such other date as the parties mutually may agree in writing. The day on which the Closing takes place is referred to as the “Closing Date”; provided, however, the Closing shall be deemed to have been consummated at 11:59:59 p.m. (Eastern time) on the Closing Date (the “Effective Time”). (b)At the Closing, PBF Energy will not include xxx xxxxxxxxxx xx either deliver (or cause to be delivered) the Merger following documents and deliverables to the Partnership: (i)an assignment or assignments effecting the delivery transfer to the Partnership of ownership of all of the Company Common Stock or Subject Interests together with certificates, if any, representing the Merger Consideration pursuant Subject Interests and such other documentation as is reasonably required to Section 2.05. Instead, on transfer the IPO Closing DateSubject Interests to the Partnership; (ii)executed counterparts of the Transportation Services Agreement, the Certificates Amended and Restated Omnibus Agreement, the Amended and Restated Operation and Management Services Agreement and the Amended and Restated LLC Agreement, in each case, executed by each party thereto, other than the Partnership or its applicable Subsidiaries; (iii)a certification in the form prescribed by Treasury Regulation Section 1.1445-2(b)(2) to the effect that PBF Energy is not a foreign person; (iv)the Cross Receipt executed by PBF Energy; and (v)such other certificates, instruments of Merger conveyance and documents as may be reasonably requested by the Partnership and agreed to by PBF Energy prior to the Closing Date to carry out the intent and purposes of this Agreement. (c)At the Closing, the Partnership will become effective pursuant to Section 2.02, and all transactions contemplated by this Agreement deliver (or cause to be closed delivered) the following documents and deliverables to PBF Energy or completed on or before take the IPO Closing Date, including the surrender following actions: 13 (i)the Cash Distribution to PBF Energy by wire transfer of immediately available U.S. federal funds to an account specified by PBF Energy; (ii)executed counterparts of the Company Common Stock Transportation Services Agreement, the Amended and Restated Omnibus Agreement, the Amended and Restated Operation and Management Services Agreement and the Amended and Restated LLC Agreement, in exchange for each case, executed by the Merger Consideration Partnership or its applicable Affiliates; (including a certified check or checks in an amount equal iii)the Cross Receipt executed by the Partnership; and (iv)such other certificates, instruments of conveyance and documents as may be reasonably requested by PBF Energy and agreed to by the Partnership prior to the cash portion Closing Date to carry out the intent and purposes of the Merger Consideration) will be closed or completed, as the case may bethis Agreement. During the period from the Closing to the IPO Closing Date, this Agreement may be terminated by the parties only pursuant to Section 12.01(b)(i).ARTICLE III