LLP Uses in Closing Clause

Closing from Equity Interest Purchase Agreement

This Equity Interest Purchase Agreement (this "Agreement") is made and entered into as of January 20, 2017, by and among (i) Zen Energy, Inc., a Texas corporation (the "Purchaser"), (ii) Luccirelli & Gomez, LLC ("L&G"), (iii) TCN Holdings, LLC ("TCN" and, together with L&G, collectively, the "Sellers" or individually, a "Seller"), (iv) Genaro Gomez Castanares ("Castanares"), and (v) Donnie Goodwin ("Goodwin" and, together with Castanares, collectively, the "Principals" or individually, a "Principal"). Each of the Purchaser, the Sellers and the Principals are referred to herein as a "Party" and collectively as the "Parties."

Closing. The consummation of the transactions contemplated by this Agreement (the "Closing") will take place at the offices of Pulman, Cappuccio, Pullen, Benson & Jones, LLP, 2161 N.W. Military Hwy., Suite 400, San Antonio, Texas 78213, on the third Business Day following the satisfaction or waiver of the conditions set forth in Article VIII, or at such other time, date and location or by electronic/virtual closing, as Purchaser and the Sellers shall agree in writing (the date on which such Closing takes place, the "Closing Date"); provided, however, that the Closing shall occur within sixty (60) days from the date of this Agreement unless such sixty (60) day period is extended by the written agreement of the Purchaser and the Sellers.

CLOSING from Note Purchase Agreement

ORNI 47 LLC, a Delaware limited liability company (the "Company"), agrees with each of the Purchasers and the Collateral Agent as follows:

CLOSING. The sale and purchase of the Notes to be purchased by each Purchaser shall occur at the offices of Greenberg Traurig, LLP, 200 Park Avenue, New York, New York 10166 (or such other place as may be agreed upon by the Company and the Purchasers) at 10:00 a.m., New York time, at a closing (the "Closing") on November 29, 2016 or on such other Business Day thereafter on or prior to December 1, 2016 as may be agreed upon by the Company and the Purchasers. At the Closing the Company will deliver to each Purchaser the Notes to be purchased by such Purchaser in the form of a single Note (or such greater number of Notes in denominations of at least $100,000 as such Purchaser may request) dated the date of the Closing and registered in such Purchaser's name (or in the name of its nominee), against delivery by such 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 6712184911 at MUFG Union Bank, N.A. If at the Closing the Company shall fail to tender such Notes to any Purchaser as provided above in this Section 3, or any of the conditions specified in Section 4 (Conditions to Closing) shall not have been fulfilled to such Purchaser's satisfaction, such Purchaser shall, at its election, be relieved of all further obligations under this Agreement, without thereby waiving any rights such Purchaser may have by reason of such failure by the Company to tender such Notes or any of the conditions specified in Section 4 (Conditions to Closing) not having been fulfilled to such Purchaser's satisfaction.

Closing from Purchase and Sale Agreement

THIS PURCHASE AND SALE AGREEMENT (together with the Exhibits and Schedules made a part hereof, this Agreement), dated as of April 27, 2016 is made by and between Memorial Production Partners LP, a Delaware limited partnership (the Partnership), and Memorial Resource Development Corp., a Delaware corporation (MRD). Each of the foregoing shall be referred to individually as a Party and collectively as the Parties. Capitalized terms used but not defined in this Agreement shall have the meanings given such terms in the First Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of December 14, 2011 (the Partnership Agreement). Memorial Production Partners GP LLC, a Delaware limited liability company and the general partner of the Partnership (the General Partner), is party to this Agreement for the limited purposes set forth in ARTICLE VIII, Section 9.4 and Section 10.1. Each of Memorial Production Operating LLC, a Delaware limited liability company (MEMP Opera

Closing. The Closing shall take place at the offices Akin, Gump, Strauss, Hauer & Feld, LLP, whose address is 1111 Louisiana, 44th Floor, Houston, TX 77002, at 10:00 a.m. Houston, Texas time on the later of (a) June 1, 2016, (b) the second business day following the satisfaction or waiver of all conditions to the obligations of the Parties to consummate the transactions contemplated by this Agreement (other than conditions with respect to actions the respective Parties will take at the Closing itself) and (c) such other date as MRD and the Partnership may mutually determine (the Closing Date).

Closing from Agreement and Plan of Merger

This AGREEMENT AND PLAN OF MERGER, dated as of October 21, 2015 (this "Agreement"), is among DF Institute, LLC, an Illinois limited liability company ("Parent"), SPL Merger Corp., a Delaware corporation and a wholly owned Subsidiary of Parent ("Merger Sub"), and Smart Pros Ltd., a Delaware corporation (the "Company").

Closing. The closing of the Merger (the "Closing") shall take place at 10:00 a.m. (Eastern time) on the second (2nd) Business Day after satisfaction or waiver of the conditions set forth in Article VI (the "Closing Date") (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 at the Closing), at the offices of Morse, Zelnick, Rose & Lander, LLP, 825 Third Avenue New York, NY 10022, unless another time, date or place is agreed to in writing by Parent and the Company.

Closing from Securities Purchase Agreement

This Securities Purchase Agreement (this Agreement), effective as of September 3, 2015, is made and entered into by and between NB Capital Acquisition Corp., a Delaware corporation (the Company), and NB Capital Sponsor LLC, a Delaware limited liability company (the Buyer).

Closing. The closing of the purchase and sale of the Shares (the Closing) shall be held on the date of this Agreement (Closing Date) at the offices of Greenberg Traurig, LLP, 200 Park Avenue, New York, New York 10166, or such other place as may be agreed upon by the parties hereto.

Closing from Securities Purchase Agreement

This Securities Purchase Agreement (this Agreement), effective as of July 28, 2015, is made and entered into by and between Boulevard Acquisition Corp. II, a Delaware corporation (the Company), and Boulevard Acquisition Sponsor II, LLC, a Delaware limited liability company (the Buyer).

Closing. The closing of the purchase and sale of the Shares (the Closing) shall be held on the date of this Agreement (Closing Date) at the offices of Greenberg Traurig, LLP, 200 Park Avenue, New York, New York 10166, or such other place as may be agreed upon by the parties hereto.

Closing from Private Placement Purchase Agreement

This STOCK PURCHASE AGREEMENT (this "Agreement") is made and entered into as of March 26, 2015, by and between Jernigan Capital, Inc., a Maryland corporation (the "Company"), and the undersigned Investor (the "Investor").

Closing. Upon the terms and subject to the satisfaction or waiver of all of the conditions to closing set forth in this Agreement, the closing (the "Closing") of the purchase and sale of the Shares shall take place at the offices of Greenberg Traurig, LLP, 200 Park Avenue, New York, New York 10166, or at such other location as the Company and the Investor may mutually agree upon. The Closing shall take place concurrently with, and shall be subject to the closing of, the IPO.

Closing from Securities Purchase Agreement

This Securities Purchase Agreement (this Agreement), effective as of February 3, 2015, is made and entered into by and between Avondale Acquisition Corp., a Delaware corporation (the Company), and OAGS, LLC, an Oklahoma limited liability company (the Buyer).

Closing. The closing of the purchase and sale of the Shares (the Closing) shall be held on the date of this Agreement (Closing Date) at the offices of Greenberg Traurig, LLP, 200 Park Avenue, New York, New York 10166, or such other place as may be agreed upon by the parties hereto.

Closing from Membership Interest Purchase and Sale Agreement

This Membership Interest Purchase and Sale Agreement (this "Agreement") is made as of March 26, 2015 ("Effective Date") by and between Global Future City Holding Inc., a Nevada corporation publicly traded on the OTC Bulletin Board under the symbol FTCY ("Purchaser"), on the one hand, and Powerdyne, Inc. ("Seller Company"), which owns 100% of the membership interests in Powerdyne Regional Center LLC ("Powerdyne RC") (Seller Company together with Powerdyne RC, the "Company Parties"), on the other hand. Certain capitalized terms used in this Agreement are defined in Exhibit A, attached hereto and incorporated herein by reference.

Closing. The closing (the "Closing") for the Transactions will take place at the offices of David Hirson & Partners, LLP at or before 6 p.m. PST on March 27, 2015 or at such other time and place as the parties may agree in writing, but no later than March 30, 2015 at or before 6 p.m. PST (the "Closing Date"). Subject to the provisions of Section 7, failure to consummate the Transactions on the date and time and at the place determined pursuant to this Section 1.3 will not result in the termination of this Agreement and will not relieve any party of any obligation under this Agreement.

Closing from Private Placement Purchase Agreement

This STOCK PURCHASE AGREEMENT (this Agreement) is made and entered into as of [], 2015, by and between Jernigan Capital, Inc., a Maryland corporation (the Company), and the undersigned Investor (the Investor).

Closing. Upon the terms and subject to the satisfaction or waiver of all of the conditions to closing set forth in this Agreement, the closing (the Closing) of the purchase and sale of the Shares shall take place at the offices of Greenberg Traurig, LLP, 200 Park Avenue, New York, New York 10166, or at such other location as the Company and the Investor may mutually agree upon. The Closing shall take place concurrently with, and shall be subject to the closing of, the IPO.