New York Uses in Closing Clause

Closing from Unit Subscription Agreement

This AMENDED AND RESTATED UNIT SUBSCRIPTION AGREEMENT (this "Agreement") made as of this 19th day of June, 2017, by and between Bison Capital Acquisition Corp., a British Virgin Islands business company (the "Company"), having its principal place of business at 609-610 21st Century Tower, No. 40 Liangmaqiao Road, Chaoyang District, Beijing, China, and EarlyBirdCapital, Inc., having its principal place of business at 366 Madison Avenue, New York, New York 10017 (the "Purchaser"), amends and replaces certain Unit Subscription Agreement dated as of June 9, 2017 by and between the Company and the Purchaser in its entirety.

Closing. The closing (the "Closing") of the Offering shall take place at the offices of Hunter Taubman Fischer & Li LLC, 1450 Broadway, 26th Floor, New York, New York, 10018 simultaneously with the consummation of the Company's initial public offering ("IPO") of 5,250,000 units consisting of Ordinary Shares, rights and warrants and the consummation of the exercise of all or any portion of the Over-Allotment Option (each a "Closing Date").

Closing from Unit Subscription Agreement

This AMENDED AND RESTATED UNIT SUBSCRIPTION AGREEMENT (this "Agreement"), made as of this 19th day of June, 2017, by and between Bison Capital Acquisition Corp., a British Virgin Islands business company (the "Company"), having its principal place of business at 609-610 21st Century Tower, No. 40 Liangmaqiao Road, Chaoyang District, Beijing, China, and Bison Capital Holding Company Limited, a Cayman Island company, having its principal place of business at 609-610 21st Century Tower, No. 40 Liangmaqiao Road, Chaoyang District, Beijing, China (the "Purchaser") amends and replaces certain Amended and Restated Unit Subscription Agreement dated as of June 9, 2017by and between the Company and the Purchaser in its entirety.

Closing. The closing (the "Closing") of the Offering shall take place at the offices of Hunter Taubman Fischer & Li LLC, 1450 Broadway, 26th Floor, New York, New York, 10018 simultaneously with the consummation of the Company's initial public offering ("IPO") of 5,250,000 units consisting of Ordinary Shares, rights and warrants and the consummation of the exercise of all or any portion of the Over-Allotment Option (each a "Closing Date").

Closing from Contribution Agreement

OMNIBUS CONTRIBUTION AGREEMENT, dated as of November 1, 2016 (this "Agreement"), by and among GRAE-TEX, LLC, a Texas limited liability company ("GRAE-TEX"), GRAE ROUND ROCK, LTD., a Texas limited partnership ("Land Owner", and collectively with GRAE-TEX, its general partner, the "GRAE-TEX Entities"), and GADSDEN GROWTH PROPERTIES, INC., a Maryland corporation (the "REIT"), and GADSDEN GROWTH PROPERTIES, LP, a Delaware limited partnership ("OPCO").

Closing. The closing of the transactions described in Section 1.01 and the issuance of the Units effective on the Effective Date described in Section 1.02 (the "Closing") shall take place as promptly as practicable (but in no event later than the close of business on the Effective Date) after the satisfaction or waiver of the conditions (excluding conditions that, by their nature, cannot be satisfied until after the Closing, but subject to the satisfaction or waiver of those conditions as of the Closing) set forth in Article III, unless this Agreement has been theretofore terminated pursuant to its terms or unless another time or date is agreed to in writing by the parties hereto (the date and time of the Closing being referred to in this Agreement as the "Closing Date"); provided, that the Closing Date shall not be prior to the date specified by the REIT. The Closing shall be held at the offices of Herrick, Feinstein LLP, 2 Park Avenue, New York, NY 10016, unless another place is agreed to in writing by the parties hereto.

Closing from Contribution Agreement

OMNIBUS CONTRIBUTION AGREEMENT, dated as of February 28, 2017 (this "Agreement"), by and among HG226, LLC, a California limited liability Company ("Seller"), and GADSDEN GROWTH PROPERTIES, INC., a Maryland corporation (the "REIT"), and GADSDEN GROWTH PROPERTIES, LP, a Delaware limited partnership ("OPCO").

Closing. The closing of the transactions described in Section 1.01 and the issuance of the Units effective on the Effective Date described in Section 1.02 (the "Closing") shall take place as promptly as practicable (but in no event later than the close of business on the Effective Date) after the satisfaction or waiver of the conditions (excluding conditions that, by their nature, cannot be satisfied until after the Closing, but subject to the satisfaction or waiver of those conditions as of the Closing) set forth in Article III, unless this Agreement has been theretofore terminated pursuant to its terms or unless another time or date is agreed to in writing by the parties hereto (the date and time of the Closing being referred to in this Agreement as the "Closing Date"); provided, that the Closing Date shall not be prior to the date specified by the REIT. The Closing shall be held at the offices of Herrick, Feinstein LLP, 2 Park Avenue, New York, NY 10016, unless another place is agreed to in writing by the parties hereto.

Closing from Contribution Agreement

OMNIBUS CONTRIBUTION AGREEMENT, dated as of March 14, 2017 (this "Agreement"), by and among CAERUS HOSPITALITY, LLC, a Delaware limited liability company ("Caerus"), and CIBOLO CREEK PARTNERS, LLC, a Delaware limited liability company ("Cibolo"), and GADSDEN GROWTH PROPERTIES, INC., a Maryland corporation (the "REIT"), and GADSDEN GROWTH PROPERTIES, LP, a Delaware limited partnership ("OPCO").

Closing. The closing of the transactions described in Section 1.01 and the issuance of the Units effective on the Effective Date described in Section 1.02 (the "Closing") shall take place as promptly as practicable (but in no event later than the close of business on the Effective Date) after the satisfaction or waiver of the conditions (excluding conditions that, by their nature, cannot be satisfied until after the Closing, but subject to the satisfaction or waiver of those conditions as of the Closing) set forth in Article III, unless this Agreement has been theretofore terminated pursuant to its terms or unless another time or date is agreed to in writing by the parties hereto (the date and time of the Closing being referred to in this Agreement as the "Closing Date"); provided, that the Closing Date shall not be prior to the date specified by the REIT. The Closing shall be held at the offices of Herrick, Feinstein LLP, 2 Park Avenue, New York, NY 10016, unless another place is agreed to in writing by the parties hereto.

Closing from Contribution Agreement

OMNIBUS CONTRIBUTION AGREEMENT, dated as of March 14, 2017 (this "Agreement"), by and among CIBOLO CREEK PARTNERS, LLC, a Delaware limited liability company ("Cibolo"), and GADSDEN GROWTH PROPERTIES, INC., a Maryland corporation (the "REIT"), and GADSDEN GROWTH PROPERTIES, LP, a Delaware limited partnership ("OPCO").

Closing. The closing of the transactions described in Section 1.01 and the issuance of the Units effective on the Effective Date described in Section 1.02 (the "Closing") shall take place as promptly as practicable (but in no event later than the close of business on the Effective Date) after the satisfaction or waiver of the conditions (excluding conditions that, by their nature, cannot be satisfied until after the Closing, but subject to the satisfaction or waiver of those conditions as of the Closing) set forth in Article III, unless this Agreement has been theretofore terminated pursuant to its terms or unless another time or date is agreed to in writing by the parties hereto (the date and time of the Closing being referred to in this Agreement as the "Closing Date"); provided, that the Closing Date shall not be prior to the date specified by the REIT. The Closing shall be held at the offices of Herrick, Feinstein LLP, 2 Park Avenue, New York, NY 10016, unless another place is agreed to in writing by the parties hereto.

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 Unit Subscription Agreement

This AMENDED AND RESTATED UNIT SUBSCRIPTION AGREEMENT (this "Agreement"), made as of this ____ day of June, 2017, by and between Bison Capital Acquisition Corp., a British Virgin Islands business company (the "Company"), having its principal place of business at 609-610 21st Century Tower, No. 40 Liangmaqiao Road, Chaoyang District, Beijing, China, and Bison Capital Holding Company Limited, a Cayman Island company, having its principal place of business at 609-610 21st Century Tower, No. 40 Liangmaqiao Road, Chaoyang District, Beijing, China (the "Purchaser") amends and replaces certain Unit Subscription Agreement dated as of December 20, 2016, by and between the Company and the Purchaser in its entirety.

Closing. The closing (the "Closing") of the Offering shall take place at the offices of Hunter Taubman Fischer & Li LLC, 1450 Broadway, 26th Floor, New York, New York, 10018 simultaneously with the consummation of the Company's initial public offering ("IPO") of 5,000,000 units consisting of Ordinary Shares, rights and warrants and the consummation of the exercise of all or any portion of the Over-Allotment Option (each a "Closing Date").

Closing from Unit Subscription Agreement

This UNIT SUBSCRIPTION AGREEMENT (this "Agreement") is made as of this ____ day of June, 2017, by and between Bison Capital Acquisition Corp., a British Virgin Islands business company (the "Company"), having its principal place of business at 609-610 21st Century Tower, No. 40 Liangmaqiao Road, Chaoyang District, Beijing, China, and EarlyBirdCapital, Inc., having its principal place of business at 366 Madison Avenue, New York, New York 10017 (the "Purchaser")

Closing. The closing (the "Closing") of the Offering shall take place at the offices of Hunter Taubman Fischer & Li LLC, 1450 Broadway, 26th Floor, New York, New York, 10018 simultaneously with the consummation of the Company's initial public offering ("IPO") of 5,000,000 units consisting of Ordinary Shares, rights and warrants and the consummation of the exercise of all or any portion of the Over-Allotment Option (each a "Closing Date").

Closing from Common Stock Purchase Agreement

This Common Stock Purchase Agreement (this Agreement) is made as of May 25, 2017 (the Effective Date), by and among AmTrust Financial Services, Inc., a Delaware corporation (the Company), and each of those persons and entities, severally and not jointly, listed as a Purchaser on the Schedule of Purchasers attached as Exhibit A hereto (the Schedule of Purchasers). Such persons and entities are hereinafter collectively referred to herein as Purchasers and each individually as a Purchaser.

Closing. The closing of the purchase and sale of the Shares pursuant to this Agreement (the Closing) shall be held no later than two business days after the date hereof at the offices of Sidley Austin LLP, 787 Seventh Avenue, New York, NY 10019, or remotely via the exchange of documents and signatures by facsimile or electronic transmission, or on such other date and place as may be mutually agreed to in writing by the Company and the Purchasers. At or prior to the Closing, each Purchaser shall execute any related agreements or other documents required to be executed hereunder, dated as of the date of the Closing (the Closing Date).