The closing of the transactions contemplated hereby (the “ Closing ”) will take place remotely via the electronic exchange of documents and signatures on June 30, 2016 (the “ Closing Date ”).  Except as specifically 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, executed and delivered.  The effective time of the Closing will be 12:01 a.m. Pacific Time on the day that follows the Closing Date.