Common use of Payment; Closing Clause in Contracts

Payment; Closing. 2.1 The closing of the Transaction (the “Closing”) shall take place at 7:00 a.m., Pacific time, on a date (the “Closing Date”), to be specified by Buyer and Rockstar LP (as Sellers’ Agent), which shall be no later than three (3) Business Days after satisfaction or waiver of all of the conditions set forth in Sections 6.1, 6.2 and 6.3 of this Agreement (other than the conditions which can be satisfied only on the Closing Date), at the offices of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or such other time, date or place as agreed to in writing by the Parties. All deliveries to be made or other actions to be taken at the Closing shall be deemed to occur simultaneously, and no such delivery or action shall be deemed complete until all such deliveries and actions have been completed or the relevant Parties have agreed to waive such delivery or action. If the Closing does not occur, any delivery made or other action taken in expectation of the Closing shall be deemed not to have occurred and be without force or effect. 2.2 On the terms and subject to the conditions set forth in this Agreement, the consideration payable to Sellers for the Transfer of the Acquired Assets at the Closing shall be equal to Nine Hundred Million U.S. Dollars ($900,000,000) plus the amount, if any, provided for in Section 2.2(c) below (together, the “Purchase Price”). The Purchase Price shall be payable as follows: (a) no later than two (2) Business Days following the Agreement Date, if Sellers have not previously terminated this Agreement, Buyer shall pay Sellers Twenty Five Million U.S. Dollars ($25,000,000) (the “Deposit Amount”) in the manner required by Section 2.4 as a deposit in respect of the payment of the Purchase Price at Closing; (b) the Parties, together with the Buyer Subscriber Parties and the Escrow Agent, have entered into that certain Escrow Agreement made in connection with this Agreement on the Agreement Date, attached hereto as Exhibit D (as may be amended from time to time, the “Escrow Agreement”), pursuant to which they have agreed that, commencing promptly after the Agreement Date and in any event by not later than January 21, 2015, the Buyer Subscriber Parties shall wire to the Escrow Account an aggregate amount of Eight Hundred and Seventy Five Million U.S. Dollars ($875,000,000), representing the Purchase Price less the Deposit Amount and any amounts payable from time to time pursuant to Section 2.2(c), which shall be disbursed from the Escrow Account to Sellers at the Closing or as otherwise set forth in the Escrow Agreement; and (c) at such time(s) after the Closing Date as prescribed therein, Buyer or Buyer Parent shall pay to Sellers or their designated representative any amount(s) required to be paid under Schedule 2.2(c) hereto, which shall survive Closing in accordance with its terms. 7

Payment; Closing. 2.1 The closing of the Transaction On a Business Day not later than May 15, 2013 (the “Closing”) shall take place at 7:00 a.m., Pacific time, on a date (the “Closing Certification Date”), the Purchaser shall certify in writing to the Company the exchange rate used to convert one Euro into U.S. Dollars and the resulting Aggregate Purchase Price expressed in U.S. Dollars (which exchange rate, for the avoidance of doubt, shall be specified the then prevailing rate at the time of the exchange for commercial banking customers used by Buyer and Rockstar LP (as Sellers’ Agentthe bank or banks effecting such conversion for Purchaser), which shall be no (the exchange rate so certified, the “Exchange Rate”). No later than three the Business Day immediately following the Certification Date, (3i) Business Days after satisfaction or waiver the Company shall deliver the certificate representing the Applicable Number of all Shares, and (ii) the parties shall deliver fully executed copies of the conditions set forth in Sections 6.1, 6.2 and 6.3 of this Registration Rights Agreement (other than the conditions which can be satisfied only on the Closing Date), at the offices of Skadden, Arps, Slate, ▇▇to ▇▇▇▇▇ & ▇▇▇▇ LLP, ▇▇▇▇▇ LLP to be held in escrow as agent for the parties. On that Business Day, not later than May 22, 2013 (the “Closing Date”), upon which (and contingent on which) the Company receives the Aggregate Purchase Price (by wire transfer to an account designated in writing to the Purchaser by the Company on the date hereof), (x) the closing of the transaction contemplated by this Agreement shall be deemed to take place (the “Closing”) and (y) in consideration of the payment of such Aggregate Purchase Price, the Company shall be deemed to have irrevocably delivered to the Purchaser the Shares, the parties shall be deemed to have irrevocably delivered to each other the Registration Rights Agreement and the parties shall be deemed to have irrevocably authorized ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or such other time, date or place as agreed LLP to in writing by deliver the Parties. All deliveries certificate representing the Shares to be made or other actions to be taken at the Closing shall be deemed to occur simultaneously, Purchaser and no such delivery or action shall be deemed complete until all such deliveries and actions have been completed or the relevant Parties have agreed to waive such delivery or action. If the Closing does not occur, any delivery made or other action taken in expectation executed copies of the Closing shall be deemed not Registration Rights Agreement to have occurred and be without force or effect. 2.2 On the terms and subject to the conditions set forth in this Agreement, the consideration payable to Sellers for the Transfer each of the Acquired Assets at the Closing shall be equal to Nine Hundred Million U.S. Dollars ($900,000,000) plus the amount, if any, provided for in Section 2.2(c) below (together, the “Purchase Price”). The Purchase Price shall be payable as follows: (a) no later than two (2) Business Days following the Agreement Date, if Sellers have not previously terminated this Agreement, Buyer shall pay Sellers Twenty Five Million U.S. Dollars ($25,000,000) (the “Deposit Amount”) in the manner required by Section 2.4 as a deposit in respect parties on behalf of the payment each of the Purchase Price at Closing; (b) the Parties, together with the Buyer Subscriber Parties and the Escrow Agent, have entered into that certain Escrow Agreement made in connection with this Agreement on the Agreement Date, attached hereto as Exhibit D (as may be amended from time to time, the “Escrow Agreement”), pursuant to which they have agreed that, commencing promptly after the Agreement Date and in any event by not later than January 21, 2015, the Buyer Subscriber Parties shall wire to the Escrow Account an aggregate amount of Eight Hundred and Seventy Five Million U.S. Dollars ($875,000,000), representing the Purchase Price less the Deposit Amount and any amounts payable from time to time pursuant to Section 2.2(c), which shall be disbursed from the Escrow Account to Sellers at the Closing or as otherwise set forth in the Escrow Agreement; and (c) at such time(s) after the Closing Date as prescribed therein, Buyer or Buyer Parent shall pay to Sellers or their designated representative any amount(s) required to be paid under Schedule 2.2(c) hereto, which shall survive Closing in accordance with its terms. 7them.

Payment; Closing. 2.1 The (a) Each Investor hereby agrees to pay its Investment Amount, by wire transfer of immediately available funds to an account designated by the Issuer, by 10:00 a.m., New York City time, (i) in the case of a Recapitalization, on the closing date of the Transaction Rights Offering, which is expected to be the third business day following the expiration of the Exchange Offer, so long as (x) all conditions to the “Closing”Investors obligations hereunder have been satisfied or waived in accordance with the terms hereof, (y) shall take place at 7:00 a.m.all conditions to the consummation of the Exchange Offer and the Rights Offering have been satisfied or waived in accordance with the terms thereof and (z) all conditions to the occurrence of the effective date of the Recapitalization in accordance with the Support Agreement have been satisfied or waived in accordance with the Support Agreement (other than those conditions that are to be satisfied by action taken upon the effectiveness of the Recapitalization, Pacific timebut subject to the satisfaction or waiver of such conditions upon the effectiveness of the Recapitalization) or (ii) in the event of an In-Court Restructuring, on a the effective date of the Plan so long as (x) all conditions to the Investors obligations hereunder have been satisfied or waived in accordance with the terms hereof, (y) all conditions to the consummation of the Plan and the Rights Offering have been satisfied or waived in accordance with the terms thereof and (z) all conditions to the occurrence of the effective date of the In-Court Restructuring in accordance with the Support Agreement have been satisfied or waived in accordance with the Support Agreement (other than those conditions that are to be satisfied by action taken upon the effectiveness of the In-Court Restructuring, but subject to the satisfaction or waiver of such conditions upon the effectiveness of the In-Court Restructuring) (the “Closing Date”). (b) On the Closing Date, the Issuer shall take all necessary actions with the Trustee to have the New Notes be issued in accordance with the New Indenture, and shall notify the Investors of any actions required to be specified by Buyer and Rockstar LP (as Sellers’ Agent)taken by, which shall be no later than three (3) Business Days after satisfaction or waiver of all on behalf of the conditions set forth in Sections 6.1Investors through their respective broker, 6.2 and 6.3 of this Agreement (other than for the conditions which can be satisfied only New Notes purchased by any Investor on the Closing Date), at the offices of Skadden, Arps, Slate, ▇▇Date to be credited to such Investor. All New Common Stock and New ▇▇▇▇▇ & ▇▇▇▇ LLPWarrants, ▇▇▇ ▇▇▇▇▇if any, issued in connection with the Funding Premium will be issued in book entry uncertificated form, and the Transfer Agent shall send each Investor a statement reflecting ownership of the New Common Stock and New ▇▇▇▇▇ ▇▇▇▇▇▇Warrants, as applicable, held by such Investor. (c) The Issuer hereby agrees to issue to the Investors on the Closing Date, whether or not the Investors effect a Purchase but subject to the occurrence of the Closing Date and the provisions of this Section 2.03(c), (i) both (1) $45,000,000 in aggregate principal amount of New Notes and (2) New Common Stock representing, in the aggregate, 12.5% of the Post-Pre-Emptives Diluted Equity (collectively, the “Initial Financing Premium”) and (ii) $12,000,000 in aggregate principal amount of New Notes (the “Additional Financing Premium” and, together with the Initial Financing Premium, the “Financing Premium”). The Financing Premium shall be deemed earned on the Closing Date, and paid (1) in the case of the Initial Financing Premium, to each Investor pro rata in accordance with such Investor’s Purchase Percentage and (2) in the case of the Additional Financing Premium, to the Investors indicated on Schedule B hereto in the amount indicated across from such Investors name thereon, in each case, in consideration for the Investors’ execution of this Agreement; provided, however, that the Issuer will not be obligated to pay the Financing Premium to an Investor if such Investor is in material default as of the Closing Date under any of its obligations the satisfaction of which is required to effect the Transaction or the Support Agreement and such default is not cured by such Investor on or before (i) with respect to a default under this Agreement, the fifth (5th) Business Day following the Issuer’s delivery of a notice of such breach to such Investor, and (ii) with respect to a default under the Support Agreement, the end of the applicable cure period under the Support Agreement. (d) To the extent the acquisition of New Common Stock would result in an Investor beneficially owning 19.9% or more of the New Common Stock, and such Investor’s acquisition of New Common Stock would require the consent of, or notice to, a governmental authority (including without limitation the U.K. Financial Conduct Authority), and such consent has not been obtained, or notice has not been given, such Investor shall receive (i) New Common Stock in an amount resulting in such Investor holding a beneficial ownership stake of 19.9% of the New Common Stock and (ii) an amount of New ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or such other time, date or place as agreed to in writing by Warrants exercisable into the Parties. All deliveries to be made or other actions to be taken at the Closing shall be deemed to occur simultaneously, and no such delivery or action shall be deemed complete until all such deliveries and actions have been completed or the relevant Parties have agreed to waive such delivery or action. If the Closing does not occur, any delivery made or other action taken in expectation of the Closing shall be deemed not to have occurred and be without force or effect. 2.2 On the terms and subject to the conditions set forth in this Agreement, the consideration payable to Sellers for the Transfer of the Acquired Assets at the Closing shall be equal to Nine Hundred Million U.S. Dollars ($900,000,000) plus the amount, if any, provided for in Section 2.2(c) below (together, the “Purchase Price”). The Purchase Price shall be payable as follows: (a) no later than two (2) Business Days following the Agreement Date, if Sellers have not previously terminated this Agreement, Buyer shall pay Sellers Twenty Five Million U.S. Dollars ($25,000,000) (the “Deposit Amount”) in the manner required by Section 2.4 as a deposit in respect of the payment of the Purchase Price at Closing; (b) the Parties, together with the Buyer Subscriber Parties and the Escrow Agent, have entered into that certain Escrow Agreement made in connection with this Agreement on the Agreement Date, attached hereto as Exhibit D (as may be amended from time to time, the “Escrow Agreement”), pursuant to which they have agreed that, commencing promptly after the Agreement Date and in any event by not later than January 21, 2015, the Buyer Subscriber Parties shall wire to the Escrow Account an aggregate amount of Eight Hundred and Seventy Five Million U.S. Dollars ($875,000,000), representing the Purchase Price less the Deposit Amount and any amounts payable from time to time pursuant to Section 2.2(c), which shall be disbursed from the Escrow Account to Sellers at the Closing or as otherwise set forth in the Escrow Agreement; and (c) at New Common Stock such time(s) after the Closing Date as prescribed therein, Buyer or Buyer Parent shall pay to Sellers or their designated representative any amount(s) required to be paid under Schedule 2.2(c) hereto, which shall survive Closing in accordance with its terms. 7Investor would have received above such 19.9% threshold.

Payment; Closing. 2.1 The (a) Subject to Section 16.3(b), the Sale of the Offered Units and the Tag-Along Units to the Proposed Transferee will be effected pursuant to one or more written agreements between the Selling Member and the Tag-Along Members, on the one hand, and the Proposed Transferee, on the other hand, on the terms and conditions set forth in the Proposed Sale Notice (any such written agreement, a “Tag-Along Unit Purchase Agreement”), on the terms set forth in Section 15.4, and that contains customary representations and warranties, including a representation and warranty by each Tag-Along Member that such Tag-Along Member’s Tag-Along Units are being Sold free and clear of all Liens (except those arising hereunder or under applicable federal or state laws); provided, however, that no Tag-Along Member will be required to make any representations or warranties in connection with the transaction other than customary representations and warranties solely with respect to such Tag-Along Member and its ownership of and delivery of good title to its Tag-Along Units being Sold to the Proposed Transferee. (b) To the extent that the terms or conditions reflected in the Proposed Sale Notice are inconsistent with this Section 16.3(b), or to the extent that the terms or conditions of this Section 16.3(b) are absent from the Proposed Sale Notice, each Tag-Along Unit Agreement will contain the following terms and conditions: (i) the closing of the Transaction (Sale of Tag-Along Units and Offered Units to the “Closing”) shall Proposed Transferee will take place (A) at 7:00 a.m.the offices of counsel for the Selling Member (or at such other location as may be agreed to by the Selling Member, Pacific timethe Tag-Along Members and the Proposed Transferee), (B) at 11:00 AM local time (or at such other time as may be agreed to by the Selling Member, the Tag-Along Members and the Proposed Transferee) and (C) on a the date (the “Tag-Along Unit Closing Date”), to be specified by Buyer and Rockstar LP (as Sellers’ Agent), which shall be no later than three (3) that is the third Business Days Day after the satisfaction or waiver of all of the closing conditions set forth (if any) provided in Sections 6.1such Tag-Along Unit Purchase Agreement, 6.2 and 6.3 of this Agreement (other than the such conditions which can as are to be satisfied only on the Closing Date), at the offices of Skaddenclosing, Arpsor, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or if no closing conditions are provided in such other time, date or place as agreed to in writing by the Parties. All deliveries to be made or other actions to be taken at the Closing shall be deemed to occur simultaneously, and no such delivery or action shall be deemed complete until all such deliveries and actions have been completed or the relevant Parties have agreed to waive such delivery or action. If the Closing does not occur, any delivery made or other action taken in expectation of the Closing shall be deemed not to have occurred and be without force or effect. 2.2 On the terms and subject to the conditions set forth in this Tag-Along Unit Purchase Agreement, the consideration payable to Sellers for tenth Business Day following the Transfer Selling Member’s receipt (or deemed receipt) of the Acquired Assets Tag-Along Participation Notice (or that is such other date as may be agreed to by the Proposed Transferee, the Selling Member and the Tag-Along Members); and (ii) the Proposed Transferee will pay to each Tag-Along Member an amount equal to the number of Tag-Along Units being Sold by such Tag-Along Member multiplied by the Per Unit Offered Price (subject to any applicable withholdings specified in the Tag-Along Unit Purchase Agreement) at the Closing shall be equal closing in cash by wire transfer of immediately available funds to Nine Hundred Million U.S. Dollars ($900,000,000) plus the amount, if any, provided for in Section 2.2(c) below (together, the “Purchase Price”). The Purchase Price shall be payable as follows: (a) no later than one or more accounts specified at least two (2) Business Days following prior to the Agreement Date, if Sellers have not previously terminated this Agreement, Buyer shall pay Sellers Twenty Five Million U.S. Dollars ($25,000,000) (Tag-Along Units Closing Date by such Tag-Along Member to the “Deposit Amount”) Proposed Transferee or otherwise in the manner required by Section 2.4 as a deposit in respect of the payment of the Purchase Price at Closing; (b) the Parties, together with the Buyer Subscriber Parties and the Escrow Agent, have entered into that certain Escrow Agreement made in connection with this Agreement on the Agreement Date, attached hereto as Exhibit D (as may be amended from time to time, the “Escrow Agreement”), pursuant to which they have agreed that, commencing promptly after the Agreement Date and in any event by not later than January 21, 2015, the Buyer Subscriber Parties shall wire to the Escrow Account an aggregate amount of Eight Hundred and Seventy Five Million U.S. Dollars ($875,000,000), representing the Purchase Price less the Deposit Amount and any amounts payable from time to time pursuant to Section 2.2(c), which shall be disbursed from the Escrow Account to Sellers at the Closing or as otherwise time(s) set forth in the Escrow Agreement; and (c) at such time(s) after the Closing Date as prescribed therein, Buyer or Buyer Parent shall pay to Sellers or their designated representative any amount(s) required to be paid under Schedule 2.2(c) hereto, which shall survive Closing in accordance with its terms. 7Proposed Sale Notice.

Payment; Closing. 2.1 The (a) Subject to Section 15.3(b), the Sale of Offered Units to Remaining Members will be effected pursuant to one or more written agreements between the Selling Member and the Remaining Members on the terms and conditions set forth in the Proposed Sale Notice (any such written agreement, a “ROFR Unit Purchase Agreement”) and that contains customary representations and warranties, including a representation and warranty by the Selling Member that the Offered Units are being Sold free and clear of all Liens (except those arising hereunder or under applicable federal or state laws); provided, however, that no Remaining Member will be required to make any representations or warranties in connection with the transaction other than customary representations and warranties solely with respect to such Remaining Member and its ownership of the Offered Units being Sold to such Remaining Member. (b) To the extent that the terms or conditions reflected in the Proposed Sale Notice are inconsistent with this Section 15.3(b), or to the extent that the terms or conditions of this Section 15.3(b) are absent from the Proposed Sale Notice, each ROFR Unit Agreement will contain the following terms and conditions: (i) the closing of the Transaction (the “Closing”) shall Sale of Offered Units to each Remaining Member will take place (A) at 7:00 a.m.the offices of counsel for the Selling Member (or at such other location as may be agreed to by the Selling Member and the Remaining Members), Pacific time, (B) at 11:00 AM local time (or at such other time as may be agreed to by the Selling Member and the Remaining Members) and (C) on a the date (the “Offered Units Closing Date”), to be specified by Buyer and Rockstar LP (as Sellers’ Agent), which shall be no later than three (3) that is the third Business Days Day after the satisfaction or waiver of all of the closing conditions set forth (if any) provided in Sections 6.1such ROFR Unit Purchase Agreement, 6.2 and 6.3 of this Agreement (other than the such conditions which can as are to be satisfied only on the Closing Date), at the offices of Skaddenclosing, Arpsor, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or if no closing conditions are provided in such other time, date or place as agreed to in writing by the Parties. All deliveries to be made or other actions to be taken at the Closing shall be deemed to occur simultaneously, and no such delivery or action shall be deemed complete until all such deliveries and actions have been completed or the relevant Parties have agreed to waive such delivery or action. If the Closing does not occur, any delivery made or other action taken in expectation of the Closing shall be deemed not to have occurred and be without force or effect. 2.2 On the terms and subject to the conditions set forth in this ROFR Unit Purchase Agreement, the consideration payable to Sellers for tenth Business Day following the Transfer Selling Member’s receipt (or deemed receipt) of the Acquired Assets ROFR Participation Notice (or that is such other date as may be agreed to by the Selling Member and the Remaining Members); and (ii) the Remaining Members will pay, in aggregate, the Offered Price (subject to any applicable withholdings specified in the ROFR Unit Purchase Agreement) at the Closing shall be equal closing in cash by wire transfer of immediately available funds to Nine Hundred Million U.S. Dollars ($900,000,000) plus the amount, if any, provided for in Section 2.2(c) below (together, the “Purchase Price”). The Purchase Price shall be payable as follows: (a) no later than an account specified at least two (2) Business Days following prior to the Agreement Date, if Sellers have not previously terminated this Agreement, Buyer shall pay Sellers Twenty Five Million U.S. Dollars ($25,000,000) (Offered Units Closing Date by the “Deposit Amount”) Selling Member to the Remaining Members or otherwise in the manner required by Section 2.4 as a deposit in respect of the payment of the Purchase Price at Closing; (b) the Parties, together with the Buyer Subscriber Parties and the Escrow Agent, have entered into that certain Escrow Agreement made in connection with this Agreement on the Agreement Date, attached hereto as Exhibit D (as may be amended from time to time, the “Escrow Agreement”), pursuant to which they have agreed that, commencing promptly after the Agreement Date and in any event by not later than January 21, 2015, the Buyer Subscriber Parties shall wire to the Escrow Account an aggregate amount of Eight Hundred and Seventy Five Million U.S. Dollars ($875,000,000), representing the Purchase Price less the Deposit Amount and any amounts payable from time to time pursuant to Section 2.2(c), which shall be disbursed from the Escrow Account to Sellers at the Closing or as otherwise time(s) set forth in the Escrow Agreement; and (c) at such time(s) after the Closing Date as prescribed therein, Buyer or Buyer Parent shall pay to Sellers or their designated representative any amount(s) required to be paid under Schedule 2.2(c) hereto, which shall survive Closing in accordance with its terms. 7Proposed Sale Notice.

Payment; Closing. 2.1 The closing of the Transaction On a Business Day not later than May 15, 2013 (the “ClosingCertification Date”), the Purchaser shall certify in writing to the Company the exchange rate used to convert one Euro into U.S. Dollars and the resulting Aggregate Purchase Price expressed in U.S. Dollars (which exchange rate, for the avoidance of doubt, shall be the then prevailing rate at the time of the exchange for commercial banking customers used by the bank or banks effecting such conversion for Purchaser), (the exchange rate so certified, the “Exchange Rate”). No later than the Business Day immediately following the Certification Date, (i) the Company shall take place at 7:00 a.m.deliver the certificate representing the Applicable Number of Shares, Pacific timeand (ii) the parties shall deliver fully executed copies of the Registration Rights Agreement to B▇▇▇▇ & M▇▇▇▇▇▇▇ LLP to be held in escrow as agent for the parties. On that Business Day, on a date not later than May 22, 2013 (the “Closing Date”), upon which (and contingent on which) the Company receives the Aggregate Purchase Price (by wire transfer to be specified an account designated in writing to the Purchaser by Buyer and Rockstar LP (as Sellers’ Agentthe Company on the date hereof), which (x) the closing of the transaction contemplated by this Agreement shall be no later than three deemed to take place (3the “Closing”) Business Days after satisfaction or waiver of all and (y) in consideration of the conditions set forth in Sections 6.1payment of such Aggregate Purchase Price, 6.2 the Company shall be deemed to have irrevocably delivered to the Purchaser the Shares, the parties shall be deemed to have irrevocably delivered to each other the Registration Rights Agreement and 6.3 of this Agreement (other than the conditions which can parties shall be satisfied only on the Closing Date), at the offices of Skadden, Arps, Slate, deemed to have irrevocably authorized B▇▇▇▇ & M▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or such other time, date or place as agreed LLP to in writing by deliver the Parties. All deliveries certificate representing the Shares to be made or other actions to be taken at the Closing shall be deemed to occur simultaneously, Purchaser and no such delivery or action shall be deemed complete until all such deliveries and actions have been completed or the relevant Parties have agreed to waive such delivery or action. If the Closing does not occur, any delivery made or other action taken in expectation executed copies of the Closing shall be deemed not Registration Rights Agreement to have occurred and be without force or effect. 2.2 On the terms and subject to the conditions set forth in this Agreement, the consideration payable to Sellers for the Transfer each of the Acquired Assets at the Closing shall be equal to Nine Hundred Million U.S. Dollars ($900,000,000) plus the amount, if any, provided for in Section 2.2(c) below (together, the “Purchase Price”). The Purchase Price shall be payable as follows: (a) no later than two (2) Business Days following the Agreement Date, if Sellers have not previously terminated this Agreement, Buyer shall pay Sellers Twenty Five Million U.S. Dollars ($25,000,000) (the “Deposit Amount”) in the manner required by Section 2.4 as a deposit in respect parties on behalf of the payment each of the Purchase Price at Closing; (b) the Parties, together with the Buyer Subscriber Parties and the Escrow Agent, have entered into that certain Escrow Agreement made in connection with this Agreement on the Agreement Date, attached hereto as Exhibit D (as may be amended from time to time, the “Escrow Agreement”), pursuant to which they have agreed that, commencing promptly after the Agreement Date and in any event by not later than January 21, 2015, the Buyer Subscriber Parties shall wire to the Escrow Account an aggregate amount of Eight Hundred and Seventy Five Million U.S. Dollars ($875,000,000), representing the Purchase Price less the Deposit Amount and any amounts payable from time to time pursuant to Section 2.2(c), which shall be disbursed from the Escrow Account to Sellers at the Closing or as otherwise set forth in the Escrow Agreement; and (c) at such time(s) after the Closing Date as prescribed therein, Buyer or Buyer Parent shall pay to Sellers or their designated representative any amount(s) required to be paid under Schedule 2.2(c) hereto, which shall survive Closing in accordance with its terms. 7them.

Payment; Closing. 2.1 The Each Investor hereby agrees to pay its Investment Amount, by wire transfer of immediately available funds to an account designated by the Issuer, by 10:00 a.m., New York City time, (i) in the case of a Recapitalization, on the closing date of the Transaction Rights Offering, which is expected to be the third business day following the expiration of the Exchange Offer, so long as (x) all conditions to the “Closing”Investors obligations hereunder have been satisfied or waived in accordance with the terms hereof, (y) shall take place at 7:00 a.m.all conditions to the consummation of the Exchange Offer and the Rights Offering have been satisfied or waived in accordance with the terms thereof and (z) all conditions to the occurrence of the effective date of the Recapitalization in accordance with the Support Agreement have been satisfied or waived in accordance with the Support Agreement (other than those conditions that are to be satisfied by action taken upon the effectiveness of the Recapitalization, Pacific timebut subject to the satisfaction or waiver of such conditions upon the effectiveness of the Recapitalization) or (ii) in the event of an In-Court Restructuring, on a the effective date of the Plan so long as (x) all conditions to the Investors obligations hereunder have been satisfied or waived in accordance with the terms hereof, (y) all conditions to the consummation of the Plan and the Rights Offering have been satisfied or waived in accordance with the terms thereof and (z) all conditions to the occurrence of the effective date of the In-Court Restructuring in accordance with the Support Agreement have been satisfied or waived in accordance with the Support Agreement (other than those conditions that are to be satisfied by action taken upon the effectiveness of the In-Court Restructuring, but subject to the satisfaction or waiver of such conditions upon the effectiveness of the In-Court Restructuring) (the “Closing Date”), to be specified by Buyer and Rockstar LP (as Sellers’ Agent), which shall be no later than three (3) Business Days after satisfaction or waiver of all of the conditions set forth in Sections 6.1, 6.2 and 6.3 of this Agreement (other than the conditions which can be satisfied only on the Closing Date), at the offices of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or such other time, date or place as agreed to in writing by the Parties. All deliveries to be made or other actions to be taken at the Closing shall be deemed to occur simultaneously, and no such delivery or action shall be deemed complete until all such deliveries and actions have been completed or the relevant Parties have agreed to waive such delivery or action. If the Closing does not occur, any delivery made or other action taken in expectation of the Closing shall be deemed not to have occurred and be without force or effect. 2.2 On the terms and subject to the conditions set forth in this Agreement, the consideration payable to Sellers for the Transfer of the Acquired Assets at the Closing shall be equal to Nine Hundred Million U.S. Dollars ($900,000,000) plus the amount, if any, provided for in Section 2.2(c) below (together, the “Purchase Price”). The Purchase Price shall be payable as follows: (a) no later than two (2) Business Days following the Agreement Date, if Sellers have not previously terminated this Agreement, Buyer shall pay Sellers Twenty Five Million U.S. Dollars ($25,000,000) (the “Deposit Amount”) in the manner required by Section 2.4 as a deposit in respect of the payment of the Purchase Price at Closing; (b) the Parties, together with the Buyer Subscriber Parties and the Escrow Agent, have entered into that certain Escrow Agreement made in connection with this Agreement on the Agreement Date, attached hereto as Exhibit D (as may be amended from time to time, the “Escrow Agreement”), pursuant to which they have agreed that, commencing promptly after the Agreement Date and in any event by not later than January 21, 2015, the Buyer Subscriber Parties shall wire to the Escrow Account an aggregate amount of Eight Hundred and Seventy Five Million U.S. Dollars ($875,000,000), representing the Purchase Price less the Deposit Amount and any amounts payable from time to time pursuant to Section 2.2(c), which shall be disbursed from the Escrow Account to Sellers at the Closing or as otherwise set forth in the Escrow Agreement; and (c) at such time(s) after the Closing Date as prescribed therein, Buyer or Buyer Parent shall pay to Sellers or their designated representative any amount(s) required to be paid under Schedule 2.2(c) hereto, which shall survive Closing in accordance with its terms. 7

Payment; Closing. 2.1 The closing of the Transaction (the “Closing”) shall take place at 7:00 a.m., Pacific time, on a date (the “Closing Date”), to be specified by Buyer and Rockstar LP (as Sellers’ Agent), which shall be no later than three (3) Business Days after satisfaction or waiver of all of the conditions set forth in Sections 6.1, 6.2 and 6.3 of this Agreement (other than the conditions which can be satisfied only on the Closing Date), at the offices of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or such other time, date or place as agreed to in writing by the Parties. All deliveries to be made or other actions to be taken at the Closing shall be deemed to occur simultaneously, and no such delivery or action shall be deemed complete until all such deliveries and actions have been completed or the relevant Parties have agreed to waive such delivery or action. If the Closing does not occur, any delivery made or other action taken in expectation of the Closing shall be deemed not to have occurred and be without force or effect. 2.2 On the terms and subject to the conditions set forth in this Agreement, the consideration payable to Sellers for the Transfer of the Acquired Assets at the Closing shall be equal to Nine Hundred Million U.S. Dollars ($900,000,000) plus the amount, if any, provided for in Section 2.2(c) below (together, the “Purchase Price”). The Purchase Price shall be payable as follows: (a) no later than two (2) Business Days following the Agreement Date, if Sellers have not previously terminated this Agreement, Buyer shall pay Sellers Twenty Five Million U.S. Dollars ($25,000,000) (the “Deposit Amount”) in the manner required by Section 2.4 as a deposit in respect of the payment of the Purchase Price at Closing; (b) the Parties, together with the Buyer Subscriber Parties and the Escrow Agent, have entered into that certain Escrow Agreement made in connection with this Agreement on the Agreement Date, attached hereto as Exhibit D (as may be amended from time to time, the “Escrow Agreement”), pursuant to which they have agreed that, commencing promptly after the Agreement Date and in any event by not later than January 21, 2015, the Buyer Subscriber Parties shall wire to the Escrow Account an aggregate amount of Eight Hundred and Seventy Five Million U.S. Dollars ($875,000,000), representing the Purchase Price less the Deposit Amount and any amounts payable from time to time pursuant to Section 2.2(c), which shall be disbursed from the Escrow Account to Sellers at the Closing or as otherwise set forth in the Escrow Agreement; and (c) at such time(s) after the Closing Date as prescribed therein, Buyer or Buyer Parent shall pay to Sellers or their designated representative any amount(s) required to be paid under Schedule 2.2(c) hereto, which shall survive Closing in accordance with its terms. 7.