9:00 a.m. Uses in Closing Clause

Closing from Agreement and Plan of Merger

This AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of June 15, 2017, is by and among Amazon.com, Inc., a Delaware corporation ("Parent"), Walnut Merger Sub, Inc., a Texas corporation and a wholly-owned Subsidiary of Parent ("Merger Sub"), and Whole Foods Market, Inc., a Texas corporation (the "Company," with the Company and Merger Sub sometimes being hereinafter collectively referred to as the "Constituent Corporations").

Closing. Unless otherwise mutually agreed in writing between the Company and Parent, the closing of the Merger (the "Closing") shall take place at the offices of Sullivan & Cromwell LLP, 125 Broad Street, New York, New York 10004, at 9:00 a.m. (New York time) on the third Business Day (the "Closing Date") following the day on which the last to be satisfied or waived of the conditions set forth in Article VII (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions) shall be satisfied or waived in accordance with this Agreement. For purposes of this Agreement, the term "Business Day" means any day ending at 11:59 p.m. (New York time) (other than a Saturday or Sunday) on which the Department of State of the State of Texas and banks in the County of New York, New York and in Travis County, Texas are open for general business.

Closing from Stock Exchange Agreement

This STOCK EXCHANGE AGREEMENT (this "Agreement") is made as of November 14, 2016, by and among Salon Media Group, Inc., a Delaware corporation (the "Company"), each of the holders of Series C Preferred Stock, par value $0.001 per share, of the Company (the "Series C Preferred Stock") set forth on Schedule A hereto (each, a "Series C Preferred Holder," and collectively, the "Series C Preferred Holders"), and the persons set forth on Schedule B hereto (each a "Related Party," collectively the "Related Parties," and together with the Series C Preferred Holders, the "Holders" (each, a "Holder")).

Closing. a) The "Closing" of the transactions contemplated by this Agreement shall take place at the offices of Morrison & Foerster LLP, 250 West 55th Street, New York, NY 10019, at 9:00 a.m. Eastern time on the date of, and simultaneously with, the delivery of this Agreement; provided, however, that the parties hereby acknowledge and agree that the Closing may be consummated by exchange of closing deliveries and counterpart signature pages by electronic delivery or facsimile, with the originals to be delivered as soon as is practicable following the Closing. (b) Each Series C Preferred Holder has delivered or will cause to be delivered at the Closing or as soon as practicable thereafter the share certificate or certificates evidencing the shares of Series C Preferred Stock that are being exchanged for shares of Common Stock, with a duly executed instrument of transfer in favor of the Company in the form attached hereto as Exhibit A. Notwithstanding the immediately preceding sentence, if a Series C Preferred Holder shall be unable to deliver the share certificate evidencing the shares of Series C Preferred Stock which are being exchanged by such Series C Preferred Holder, such Series C Preferred Holder shall execute and deliver to the Company a properly completed agreement to indemnify the Company from any loss incurred by it in connection with such certificate, in the form approved by the Company, in favor of the Company with respect to such share certificates. (c) At the later of (i) the Closing or (ii) in the case of the Series C Preferred Holders, as soon as practicable after the Company has received the share certificate or certificates or agreement to indemnify the Company from each Series C Preferred Holder pursuant to Section 2(b), the Company will issue and deliver or cause to be delivered to such Holder a share certificate evidencing the shares of Common Stock being issued to such Holder in accordance with this Agreement, duly completed and registered in the name of such Holder. (d) Notwithstanding anything herein to the contrary, the exchange of all of the Series C Preferred Stock and all of the Related Party Advances for shares of Common Stock at the Closing in accordance with this Agreement shall each be deemed to have occurred as of the Closing.

Closing from Common Stock Subscription Agreement

This COMMON STOCK SUBSCRIPTION AGREEMENT, dated as of October 3, 2016 (this "Agreement"), is by and between ANTERO RESOURCES CORPORATION, a Delaware corporation (the "Company"), and the purchaser listed on Schedule A hereof (the "Purchaser").

Closing. Pursuant to the terms of this Agreement, the consummation of the purchase and sale of the Purchased Shares hereunder (the "Closing") shall take place at the offices of Vinson & Elkins L.L.P., 1001 Fannin, Suite 2500, Houston, Texas 77002 at 9:00 a.m. (Central Time) on October 7, 2016, or at such other time as the Company and Purchaser determine (the date of such closing, the "Closing Date"). The parties agree that the Closing may occur via delivery of facsimiles or photocopies of the Operative Documents and the closing deliverables contemplated hereby and thereby. Unless otherwise provided herein, all proceedings to be taken and all documents to be executed and delivered by all parties at the Closing will be deemed to have been taken and executed simultaneously, and no proceedings

Closing from Senior Note

Gas Natural Inc., an Ohio corporation (together with any successor thereto that becomes a party hereto pursuant to Section 10.2, the "Company"), agrees with the Purchaser as follows:

Closing. The sale and purchase of the Notes to be purchased by the Purchaser shall occur at the offices of Chapman and Cutler LLP, 111 West Monroe Street, Chicago, Illinois 60603, at 9:00 a.m., Chicago time, at a closing (the "Closing") on October 19, 2016 or on such other Business Day thereafter on or prior to October 27, 2016 as may be agreed upon by the Company and the Purchaser. At the Closing the Company will deliver to the Purchaser the Notes to be purchased by the Purchaser in the form of a single Note to be purchased by the Purchaser (or such greater number of Notes in denominations of at least $100,000 as the Purchaser may request) dated the date of the Closing and registered in the Purchaser's name (or in the name of its nominee), against delivery by the Purchaser to the Company or its order of immediately available funds in the amount of the purchase price therefor by wire transfer of immediately available funds for the account of the Company to account number 8670312225, account name: Gas Natural Inc, ABA No. 071000039 at Bank of America N.A., Chicago, IL. If at the Closing the Company shall fail to tender such Notes to the Purchaser as provided above in this Section 3, or any of the conditions specified in Section 4 shall not have been fulfilled to the Purchaser's satisfaction, the Purchaser shall, at its election, be relieved of all further obligations under this Agreement, without thereby waiving any rights the Purchaser may have by reason of any of the conditions specified in Section 4 not having been fulfilled to the Purchaser's satisfaction or such failure by the Company to tender such Notes.

Closing from Purchase Agreement

This PURCHASE AGREEMENT (this "Agreement"), dated as of June 30, 2016, is entered into by and between BSN medical, Inc., a Delaware corporation ("BSN") and Alliqua BioMedical, Inc., a Delaware corporation ("Alliqua"). Each of BSN and Alliqua is individually referenced herein as a "Party" and collectively as "Parties."

Closing. The closing of the sale and purchase of the Rights and the Unsold Products (the "Closing") shall take place concurrently with the execution and delivery of this Agreement, scheduled for 9:00 a.m. Eastern U.S. time, or at such other date as mutually agreed upon by the Parties (such date, the "Closing Date"). All transactions that are to take place on the Closing Date at Closing shall be considered to have taken place simultaneously, and no delivery or payment shall be considered to have been made until all the transactions have been completed. Title to, ownership of, control over and risk of loss of the Rights shall pass to BSN effective as of 9:01 a.m. Eastern U.S. time on the Closing Date unless provided otherwise herein. All monetary amounts payable pursuant to this Agreement shall be paid by wire transfer or delivery of other immediately available United States funds, as directed by the Party receiving payment.

Closing from Share Purchase Agreement

THIS SHARE PURCHASE AGREEMENT (the Agreement) is made and entered into this 19th day of July, 2016, by and between SMITH MICRO SOFTWARE, INC., a Delaware corporation (Buyer), on the one hand, and each of the shareholders of the Company listed on Exhibit A hereto (the Sellers), on the other hand. Certain capitalized terms used in this Agreement are defined on Exhibit B hereto.

Closing. Subject to the terms and conditions of this Agreement, the purchase and sale of the Shares contemplated hereby shall take place at a closing (the Closing) to be held at 9:00 a.m. Pacific time, no later than two Business Days after the last of the conditions to Closing set forth in Article 6 have been satisfied or waived (other than conditions which, by their nature, are to be satisfied on the Closing Date), by electronic means, or at such other time or on such other date or at such other place as Sellers and Buyer may mutually agree upon in writing (the day on which the Closing takes place being the Closing Date). On Closing Date, the Parties agree to perform the actions listed in Clauses 1.5 and 1.6 below and agree that all such actions shall be deemed to have been taken and executed simultaneously and no such action shall be deemed taken or executed until all such actions have been taken and executed.

Closing from Stock Purchase Agreement by and Among

This COMMON STOCK PURCHASE AGREEMENT, dated as of July 22, 2016 (this Agreement), is by and among CLAYTON WILLIAMS ENERGY, INC., a Delaware corporation (the Company), and each of the purchasers listed on Schedule A hereto (each a Purchaser and collectively, the Purchasers).

Closing. Pursuant to the terms of this Agreement, the consummation of the purchase and sale of the Purchased Shares hereunder (the Closing) shall take place at the offices of Vinson & Elkins L.L.P., 2801 Via Fortuna, Suite 100, Austin, Texas 78746 at 9:00 a.m. (Central Time) on the date that all conditions set forth in Sections 2.3 and 2.4 have been satisfied or waived (other than those conditions that by their nature are to be satisfied by actions taken at Closing), or at such other time as the Company and Purchasers representing a majority of the aggregate Purchase Prices determine (the date of such closing, the Closing Date). At least two Business Days prior to the Closing Date, the Purchasers shall deliver to the Company a schedule setting forth, with respect to a particular Purchaser, (a) the portion of the aggregate amount set forth on Schedule A hereto under the column titled Purchase Price to be purchased by such Purchaser and (b) the portion (which must be a whole number) of the aggregate number of Common Shares set forth on Schedule A hereto under the column titled Aggregate Shares of Common Stock to be purchased by such Purchaser (such schedule the Allocation Schedule), and the aggregate number of Purchase Shares and amount of Purchase Price with respect to the Purchasers set forth on the Allocation Schedule shall be equal to the Aggregate Shares of Common Stock and Aggregate Purchase Price set forth on Schedule A hereto. The parties agree that the Closing may occur via delivery of facsimiles or photocopies of the Operative Documents and the closing deliverables contemplated hereby and thereby. Unless otherwise provided herein, all proceedings to be taken and all documents to be executed and delivered by all parties at the Closing will be deemed to have been taken and executed simultaneously, and no proceedings will be deemed to have been taken nor documents executed or delivered until all have been taken.

Closing from Securities Purchase Agreement

This Securities Purchase Agreement (this "Agreement") is dated as of June __, 2016 (the "Effective Date"), among Sun BioPharma, Inc., a Delaware corporation (the "Company"), and those purchasers listed on the attached Schedule I as such schedule may be amended from time to time (each, including its successors and assigns, an "Investor" and collectively the "Investors").

Closing. Subject to the satisfaction or waiver of the conditions set forth in Article V, the completion of the sale and purchase of the Securities (the "Closing"), shall take place at 9:00 a.m., Central Time, on June 10, 2016 or as soon as practicable following the satisfaction of the conditions set forth in Article V (the "Closing Date"). The Closing shall take place remotely via the exchange of documents and signatures.

Closing from Stock and Asset Purchase Agreement

This SHARE AND ASSET PURCHASE AGREEMENT (this Agreement), dated as of May 16, 2016 (the Agreement Date), is made by and among Terex Corporation, a Delaware corporation (Seller), and Konecranes Plc, a Finnish public company limited by shares (Buyer and collectively with Seller, the Parties and each individually, a Party).

Closing. The closing of the sale and purchase of the MHPS Shares and the Acquired Assets (the Closing) shall take place at the offices of Skadden, Arps, Slate, Meagher & Flom LLP, 40 Bank Street, London E14 5DS, United Kingdom, at 9:00 a.m. (London time) (the Effective Time) on the date that is five (5) Business Days after the satisfaction or written waiver (to the extent permitted by applicable Law) of the Closing Conditions in accordance with ARTICLE VI (other than those Closing Conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those Closing Conditions at such time), or on such other date or at such other time or place as the Parties may agree in writing; provided that, unless otherwise agreed by the Parties in writing, the Closing shall not occur prior to January 4, 2017 (it being agreed and understood that if the Closing occurs on January 4, 2017, the Closing shall be deemed effective as of 12:01 a.m. on January 1, 2017). The date on which the Closing occurs is referred to in this Agreement as the Closing Date. For all purposes under this Agreement, (a) all matters at the Closing will be considered to take place simultaneously and (b) the Closing shall be deemed effective as of the Effective Time.

Closing from Agreement and Plan of Merger

AGREEMENT AND PLAN OF MERGER (hereinafter called this Agreement), dated as of May 8, 2016, by and among Krispy Kreme Doughnuts, Inc., a North Carolina corporation (the Company), Cotton Parent, Inc., a Delaware corporation (Parent), Cotton Merger Sub Inc., a North Carolina corporation and a wholly owned subsidiary of Parent (Merger Sub,), and JAB Holdings B.V., a private limited liability company incorporated under the laws of the Netherlands (the HoldCo), the Company and Merger Sub sometimes being hereinafter collectively referred to as the Constituent Corporations).

Closing. Unless otherwise mutually agreed in writing between the Company and Parent, the closing for the Merger (the Closing) shall take place at the offices of Skadden, Arps, Slate, Meagher & Flom LLP, Four Times Square, New York, New York, at 9:00 A.M. (Eastern Time) on the third business day following the day on which the last to be satisfied or waived of the conditions set forth in Article VII (other than those conditions that by their nature are to be satisfied only at the Closing, but subject to the satisfaction or waiver of those conditions) shall be satisfied or waived in accordance with this Agreement or at such other time and date as the parties mutually agree in writing (the day on which the Closing takes place being the Closing Date).