Eastern Time Uses in Closing Clause

Closing from Stock Purchase Agreement

STOCK PURCHASE AGREEMENT, dated as of March 29, 2016 (this Agreement), between Eisai Inc., a Delaware corporation (Seller), and PBM AKX Holdings, LLC, a Delaware limited liability company (Purchaser). Seller and Purchaser are sometimes referred to herein individually as a Party and collectively as the Parties.

Closing. The closing of the Acquisition (the Closing) shall take place at the offices of Covington & Burling LLP, One CityCenter, 850 Tenth Street, [***] = Portions of this exhibit have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment requested under 17 C.F.R. Sections 200.80(b)(4) and 230.406. NW, Washington, D.C. 20001, at 10:00 a.m. Eastern Time on the first Business Day following the date on which there first occurs the satisfaction (or, to the extent permitted by this Agreement, the waiver) of all of the conditions set forth in Article VI (other than any condition which by its nature is to be satisfied at the Closing, but subject to satisfaction of all such conditions at the Closing) or at such other place (including remotely), time and date as may be agreed by Seller and Purchaser; provided, however, if all of the conditions set forth in Article VI (other than any condition which by its nature is to be satisfied at the Closing) are first satisfied (or, to the extent permitted by this Agreement, waived) on or prior to March 31, 2016, the Closing shall occur on March 31, 2016. The date on which the Closing occurs is referred to in this Agreement as the Closing Date, and the Closing shall be deemed to occur 12:01 a.m. Eastern Time on the Closing Date.

Closing from Agreement and Plan of Merger Among

This Agreement and Plan of Merger (hereinafter called this "Agreement"), dated as of May 11, 2017, is made by and among Straight Path Communications Inc., a Delaware corporation (the "Company"), Verizon Communications Inc., a Delaware corporation ("Parent"), and Waves Merger Sub I, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Parent ("Merger Sub").

Closing. Unless otherwise mutually agreed in writing between the Company and Parent, the closing of the transactions contemplated hereby (the "Closing") shall take place at the offices of Weil, Gotshal & Manges LLP, 767 Fifth Avenue, New York, New York, at 10:00 A.M. (Eastern Time) on the second (2nd) Business Day (the "Closing Date") following the day on which the last to be satisfied or waived of the conditions set forth in Article VI (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions) shall be satisfied or waived in accordance with this Agreement.

Closing

This letter, once fully executed and delivered, constitutes a securities purchase agreement (this Agreement) of Castle Brands Inc., a corporation incorporated in the State of Florida (Castle Brands), to purchase from each of Goslings Limited (GL) and E. Malcolm B. Gosling (each, a Seller, and collectively, the Sellers), and of each of the Sellers to sell and deliver to Castle Brands, the securities indicated in Section 1 below, free and clear of all liens, which securities are beneficially owned of record by the Sellers.

Closing. The closing of the Transaction (the Closing) shall take place electronically by facsimile or PDF electronic mail transmission exchange of executed documents or signature pages followed by the exchange of originals as soon thereafter as practicable, and will be effective as of 12:01 a.m. Eastern Time on the third business day following the satisfaction or written waiver of all conditions contained in Sections 3, 4 and 8 hereof (except for those conditions which by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions), or on such other date, place and time as the Sellers and Castle Brands may agree in writing (the Closing Date).

Closing from Transaction Agreement

This MERGER AND SPONSORSHIP TRANSACTION AGREEMENT (hereinafter called this "Agreement"), dated as of March 6, 2017, is by and among TerraForm Power, Inc., a Delaware corporation (the "Company"), Orion US Holdings 1 L.P., a Delaware limited partnership ("Sponsor"), and BRE TERP Holdings Inc., a Delaware corporation and a wholly-owned subsidiary of Sponsor ("Merger Sub"), 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 Sponsor, the closing for the Merger (the "Closing") shall take place at the offices of Sullivan & Cromwell LLP, 125 Broad Street, New York, New York, at 9:00 A.M. on the tenth (10th) calendar 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 fulfillment or waiver of those conditions) shall be satisfied or waived in accordance with this Agreement. For purposes of this Agreement, the term "business day" shall mean any day ending at 11:59 p.m. (Eastern Time) other than a Saturday or Sunday or a day on which banks are required or authorized to close in the City of New York.

Closing from Asset Purchase Agreement

This Asset Purchase Agreement (this "Agreement"), dated as of December 2, 2016, is entered into between CENTURY ALUMINUM OF WEST VIRGINIA, INC., a Delaware corporation, ("Seller"), and APPLIED PARTNERS, INC., a Delaware corporation ("Buyer").

Closing. Subject to the terms and conditions of this Agreement, the consummation of the transactions contemplated by this Agreement (the "Closing") shall take place at the offices of Frost Brown Todd LLC, 3300 Great American Tower, 301 East Fourth Street, Cincinnati, Ohio 45202 at 10:00 a.m., Eastern Daylight time, as soon as reasonably practicable after all the conditions to closing set forth in ARTICLE VIII are either satisfied or waived (other than conditions which, by their nature, are to be satisfied on the Closing Date) but in no event later than February 28, 2017, unless extended by mutual agreement between the parties hereto. The date on which the Closing is to occur is herein referred to as the "Closing Date." Except as otherwise specified in this Agreement, for accounting and computational purposes, the Closing will be deemed to have occurred at 11:59 p.m. (Eastern Time) on the Closing Date. Closing will be conducted electronically, and the parties hereto shall deliver all documents to be exchanged at Closing to Frost Brown Todd.

Closing from Asset Purchase Agreement

This ASSET PURCHASE AGREEMENT (this Agreement), dated as of July 1, 2016 (the Execution Date), is made and entered into by and among PFIZER, INC., a Delaware corporation (Purchaser), and BIND THERAPEUTICS, INC., a Delaware corporation (Seller). Certain capitalized terms used herein are defined in Article I.

Closing. Subject to the satisfaction of the conditions set forth in Sections 10.1, 10.2 and 10.3 hereof or the waiver thereof by the party entitled to the benefit of the applicable condition, the closing of the acquisition and sale of the Acquired Assets, the delivery of the Purchase Price less the Holdback (which shall be distributed in accordance with Section 3.3 and Section 8.4) and the Deposit Escrow (which shall be distributed in accordance with Section 3.2 and the Escrow Agreement), the assumption of the Assumed Liabilities and the consummation of the other transactions contemplated by this Agreement (the Closing) shall take place at the offices of Latham & Watkins LLP, 885 Third Avenue, New York, NY 10022-4834 (or at such other place as the parties may designate in writing) on the date that is no later than the fifteenth (15th) day following the entry of the Sale Order; provided, that, and subject to Section 4.4, to the extent the conditions set forth in Sections 10.1, 10.2 and 10.3 are not so satisfied (other than conditions that by their nature are to be satisfied at the Closing) or so waived on or prior to such date, the period of time within which the Closing shall occur shall be automatically extended until, and the Closing shall occur promptly (but no later than two (2) Business Days) following, such date, which shall be no later than the Outside Date, as all of the conditions set forth in Sections 10.1, 10.2 and 10.3 have been satisfied (other than conditions that by their nature are to be satisfied at the Closing) or waived by the party entitled to waive the applicable condition, unless another time or date, or both, are agreed to in writing by the parties hereto; provided further that subject to the satisfaction of all other conditions set forth in Sections 10.1, 10.2 and 10.3 hereof or the waiver thereof by the party entitled to the benefit of the applicable condition, the Closing shall take place within one Business Day of entry of the Sale Order if the Bankruptcy Court permits waiver of the notice requirements under Federal Rule of Bankruptcy Procedure 6004(h). The date on which the Closing shall be held is referred to in this Agreement as the Closing Date. Unless otherwise agreed by the parties in writing, the Closing shall be deemed effective and all right, title and interest of Seller in the Acquired Assets to be acquired by Purchaser hereunder shall be considered to have passed to Purchaser and the assumption of all of the Assumed Liabilities shall be considered to have occurred as of 11:59 p.m. Eastern Time on the Closing Date.

Closing from Asset Purchase Agreement

This ASSET PURCHASE AGREEMENT (this Agreement), dated as of July 1, 2016 (the Execution Date), is made and entered into by and among PFIZER, INC., a Delaware corporation (Purchaser), and BIND THERAPEUTICS, INC., a Delaware corporation (Seller). Certain capitalized terms used herein are defined in Article I.

Closing. Subject to the satisfaction of the conditions set forth in Sections 10.1, 10.2 and 10.3 hereof or the waiver thereof by the party entitled to the benefit of the applicable condition, the closing of the acquisition and sale of the Acquired Assets, the delivery of the Purchase Price less the Holdback (which shall be distributed in accordance with Section 3.3 and Section 8.4) and the Deposit Escrow (which shall be distributed in accordance with Section 3.2 and the Escrow Agreement), the assumption of the Assumed Liabilities and the consummation of the other transactions contemplated by this Agreement (the Closing) shall take place at the offices of Latham & Watkins LLP, 885 Third Avenue, New York, NY 10022-4834 (or at such other place as the parties may designate in writing) on the date that is no later than the fifteenth (15th) day following the entry of the Sale Order; provided, that, and subject to Section 4.4, to the extent the conditions set forth in Sections 10.1, 10.2 and 10.3 are not so satisfied (other than conditions that by their nature are to be satisfied at the Closing) or so waived on or prior to such date, the period of time within which the Closing shall occur shall be automatically extended until, and the Closing shall occur promptly (but no later than two (2) Business Days) following, such date, which shall be no later than the Outside Date, as all of the conditions set forth in Sections 10.1, 10.2 and 10.3 have been satisfied (other than conditions that by their nature are to be satisfied at the Closing) or waived by the party entitled to waive the applicable condition, unless another time or date, or both, are agreed to in writing by the parties hereto; provided further that subject to the satisfaction of all other conditions set forth in Sections 10.1, 10.2 and 10.3 hereof or the waiver thereof by the party entitled to the benefit of the applicable condition, the Closing shall take place within one Business Day of entry of the Sale Order if the Bankruptcy Court permits waiver of the notice requirements under Federal Rule of Bankruptcy Procedure 6004(h). The date on which the Closing shall be held is referred to in this Agreement as the Closing Date. Unless otherwise agreed by the parties in writing, the Closing shall be deemed effective and all right, title and interest of Seller in the Acquired Assets to be acquired by Purchaser hereunder shall be considered to have passed to Purchaser and the assumption of all of the Assumed Liabilities shall be considered to have occurred as of 11:59 p.m. Eastern Time on the Closing Date.

Closing from Assignment and Assumption Agreement

This Asset Purchase Agreement (this Agreement), dated as of June 12, 2016 (the Agreement Date), by and among Green Plains Inc., an Iowa corporation, or its assignee pursuant to Section 12.4 (Purchaser) and one or more other persons designated by the Purchaser (collectively, the Purchaser Designees), and by and among Abengoa Bioenergy of Illinois, an Illinois LLC (AB Illinois), Abengoa Bioenergy of Indiana LLC, an Indiana LLC (AB Indiana, and, together with AB Illinois, the Sellers). Purchaser and the Sellers are collectively referred to herein as the Parties and individually as a Party. For the purposes of this Agreement, capitalized terms used herein shall have the meanings set forth herein or in Article X.

Closing. Subject to the satisfaction or waiver by the appropriate Party of the conditions set forth in Article IX, the closing of the purchase and sale of the Purchased Assets, the payment of the Purchase Price, the assumption of the Assumed Liabilities and the consummation of the other transactions contemplated by this Agreement (the Closing) shall occur as soon as practicable following the satisfaction or waiver of all conditions set forth in this Agreement (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions). The Closing shall take place at the offices of Armstrong Teasdale LLP, 7700 Forsyth Blvd., Suite 1800, St. Louis, Missouri 63105 or at such other place as the Parties may agree. Unless otherwise agreed by the Parties in writing, the Closing shall be deemed effective and all right, title and interest of the Sellers in the Purchased Assets to be acquired by Purchaser hereunder shall be deemed to have passed to Purchaser and the assumption of all of the Assumed Liabilities shall be deemed to have occurred as of 11:59 p.m. Eastern Time on the Closing Date.

Closing from Agreement and Plan of Merger

This Agreement and Plan of Merger (the Agreement) is made and entered into as of the 24th day of May, 2016, by and among (i) Energizer Holdings, Inc., a Missouri corporation (Parent); (ii) Energizer Reliance, Inc., a newly-formed Delaware corporation and subsidiary of Parent (MergerSub); (iii) Trivest Partners V, L.P., a Delaware limited partnership (Representative), as representative of the Stockholders (defined herein), and (iv) Handstands Holding Corporation, a Delaware corporation (Holding). Certain capitalized terms used in this Agreement are defined in Article X herein and others are defined within the Agreement.

Closing. Subject to the conditions stated in Article VI of this Agreement, the closing of the transactions contemplated hereby (the Closing) shall be held commencing at 10:00 a.m. Eastern Time on July 1, 2016, or, if the conditions set forth in Article VI have not been satisfied or waived on such date, at 10:00 a.m. Eastern Time on the fifth (5th) Business Day after all such conditions shall have been satisfied or waived, via the electronic exchange of signed closing documents between the parties, or at such other time and place as the parties shall mutually agree. The date upon which the Closing occurs is hereinafter referred to as the Closing Date. The Closing will be deemed completed 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).