Common use of Actions at the Closing Clause in Contracts

Actions at the Closing. At the Closing, (a) the Company shall deliver to the Buyer and the Transitory Subsidiary the various certificates, instruments and documents referred to in Section 4.2, (b) the Buyer and the Transitory Subsidiary shall deliver to the Company the various certificates, instruments and documents referred to in Section 4.3, (c) the Company and the Transitory Subsidiary shall file with the Secretary of State of the State of Delaware the Certificate of Merger, (d) the Buyer shall deliver a certificate for the Initial Shares (as defined below) to a bank trust company or other entity reasonably satisfactory to the Company appointed by the Buyer to act as the exchange agent (the "Exchange Agent") in accordance with Section 1.7, (e) the Buyer, the Indemnification Representatives (as defined therein) and the Escrow Agent (as defined therein) shall execute and deliver the Escrow Agreement attached hereto as EXHIBIT A (the "Escrow Agreement") and the Buyer shall deliver to the Escrow Agent a certificate for the Escrow Shares (as defined below) being placed in escrow on the Closing Date pursuant to Section 1.10, (f) the Initial Bridge Note Holders and the Subsequent Bridge Note Holders (each as defined below) shall deliver to the Buyer for cancellation the Initial Bridge Notes and the Subsequent Bridge Notes (each as defined below), respectively, pursuant to Section 1.17, and (h) the Buyer shall issue to the Initial Bridge Note Holders the Note Repayment Shares (as defined below) in full payment of the Initial Bridge Notes, and the Buyer shall issue to the Subsequent Bridge Note Holders the Note Repayment Price (as defined below) in full payment of the Subsequent Bridge Notes, each in accordance with Section 1.17.

Actions at the Closing. At the Closing: (i) IEP shall issue and deliver to each Contributing Party a certificate or certificates representing the Exchange Units to be received by such Contributing Party pursuant to Section 1.2, or, in the case of any Exchange Units that are held in book-entry form, IEP shall cause such Exchange Units to be transferred to the account designated in writing by such Contributing Party; (aii) the Company each Contributing Party shall deliver to IEP the Buyer and Contribution Stock it is contributing pursuant to Section 1.1, together with instruments of transfer satisfactory to IEP or, in the Transitory Subsidiary case of any Contribution Stock that is held in book-entry form, such Contributing Party shall cause such Contribution Stock to be transferred to the various certificates, instruments and documents referred to account designated in Section 4.2, writing by IEP; (biii) the Buyer and the Transitory Subsidiary each Contributing Party shall deliver to IEP a statement, meeting the Company requirements of section 1.1445-2(b)(2) of the various certificatesTreasury regulations, instruments to the effect that such Contributing Party is not a foreign person; (iv) IEP and documents referred Arnos Corp. (the “Lender”) shall enter into an Assignment and Assumption Agreement, in a form reasonably acceptable to in Section 4.3, (c) the Company IEP and the Transitory Subsidiary shall file with Lender, for the Secretary assignment by Lender, and assumption by Icahn Enterprises Holdings L.P., of State all of Lender’s rights and obligations under the Viskase Loan and Security Agreement; (v) pursuant to Section 5.1 of the State of Delaware the Certificate of MergerIEP Registration Rights Agreement, (d) the Buyer shall deliver a certificate for the Initial Shares (as defined below) to a bank trust company or other entity reasonably satisfactory to the Company appointed by the Buyer to act as the exchange agent (the "Exchange Agent") in accordance with Section 1.7, (e) the Buyer, the Indemnification Representatives (as defined therein) and the Escrow Agent (as defined therein) shall execute and deliver the Escrow Agreement attached hereto as EXHIBIT A (the "Escrow Agreement") and the Buyer each Contributing Party shall deliver to IEP an executed signature page to the Escrow Agent IEP Registration Rights Agreement (the “IEP Registration Rights Joinder”); (vi) IEP shall acknowledge, by signing the IEP Registration Rights Joinder, that, as a certificate result of the Contributing Parties’ delivery of the IEP Registration Rights Joinder, the Contributing Parties shall be and shall be deemed to be each a “Holder” under the IEP Registration Rights Agreement for the Escrow Shares all purposes thereunder; (as defined belowvii) being placed in escrow on the Closing Date pursuant to Section 1.10, (f) the Initial Bridge Note Holders and the Subsequent Bridge Note Holders (each as defined below) IEP shall deliver or cause to be delivered to the Buyer Contributing Parties evidence that the NYSE has approved the Exchange Units for cancellation the Initial Bridge Notes listing, subject only to official notice of issuance, in form and the Subsequent Bridge Notes (each as defined below), respectively, pursuant substance reasonably acceptable to Section 1.17, Contributing Parties; and (hviii) the Buyer Beckton shall issue cause IEGP to the Initial Bridge Note Holders the Note Repayment Shares (make such contribution to IEP as defined below) is necessary for IEGP to maintain a 1% general partnership interest in full payment of the Initial Bridge Notes, and the Buyer shall issue to the Subsequent Bridge Note Holders the Note Repayment Price (as defined below) in full payment of the Subsequent Bridge Notes, each in accordance with Section 1.17IEP.

Actions at the Closing. At the Closing, (a) the Company Learning Curve shall ----------------------- deliver to the Buyer and the Transitory Subsidiary RCE the various certificatesdocuments, instruments instruments, and documents certificates referred to in Section 4.2section 6.1 hereof, (b) the Buyer RCE and the Transitory Subsidiary Acquisition Subsidiaries shall deliver to the Company Learning Curve the various certificatesdocuments, instruments instruments, and documents certificates referred to in Section 4.3section 6.2 hereof, (c) a certificate of merger for the Company and Learning Curve Merger shall be filed with the Transitory Subsidiary shall file with office of the Secretary of State of the State of Delaware in the form attached hereto as Exhibit A (the "Learning Curve Certificate of Merger"), (d) Learning Curve shall sell, assign, transfer, convey and deliver all of the Buyer LC SUB II Shares held by Learning Curve to Sub II, free and clear of all Encumbrances, and Sub II shall deliver a certificate purchase, acquire and accept from Learning Curve such LC SUB II Shares in exchange for the Initial Shares (as defined below) payment by Sub II to a bank trust company or other entity reasonably satisfactory to Learning Curve of the Company appointed by the Buyer to act as the exchange agent LC SUB II Stock Purchase Price (the "Exchange AgentLC SUB II Stock Purchase") in accordance with Section 1.7), (e) the BuyerLearning Curve shall sell, the Indemnification Representatives (as defined therein) and the Escrow Agent (as defined therein) shall execute assign, transfer, convey and deliver all of the Escrow Agreement attached hereto as EXHIBIT A LC SUB III Shares to Sub III, free and clear of all Encumbrances, and Sub III shall purchase, acquire and accept from Learning Curve such LC SUB III Shares in exchange for the payment by Sub II to Learning Curve of the LC SUB III Stock Purchase Price (the "Escrow AgreementLC SUB III Stock Purchase"), (f) and the Buyer RCE shall deliver to the Escrow Exchange Agent a certificate certificates evidencing 666,667 RCE Shares to be issued pursuant to the Learning Curve Merger (the "Merger Shares") and cash in an amount sufficient to pay the aggregate Cash Consideration in the manner provided in section 2.8(a) hereof, (g) RCE will, on behalf of Learning Curve, cause all unpaid Learning Curve Debt under the Credit Agreement and the Senior Sub Debt Agreements to be paid in full (subject to the receipt by RCE of payoff letters for the Escrow Shares (as defined below) being placed in escrow all such Learning Curve Debt on or before the Closing Date pursuant to Section 1.10, (fDate) the Initial Bridge Note Holders and the Subsequent Bridge Note Holders (each as defined below) shall deliver to the Buyer for cancellation the Initial Bridge Notes and the Subsequent Bridge Notes (each as defined below), respectively, pursuant to Section 1.17, and (h) RCE shall, on behalf of Learning Curve, pay the Buyer shall issue to the Initial Bridge Note Holders the Note Repayment Shares (HIT Payment as defined belowprovided in section 2.10(c) in full payment of the Initial Bridge Notes, and the Buyer shall issue to the Subsequent Bridge Note Holders the Note Repayment Price (as defined below) in full payment of the Subsequent Bridge Notes, each in accordance with Section 1.17hereof.

Actions at the Closing. At the Closing, : (ai) the Company shall deliver to the Buyer and Merger Sub each of the Transitory Subsidiary the various certificates, instruments and documents referred to in Section 4.2, 5.2; (bii) the Buyer and the Transitory Subsidiary Merger Sub shall deliver to the Company each of the various certificates, certificates and instruments and documents referred to in Section 4.3, 5.3; (ciii) the Company Buyer shall cause a certificate of merger conforming to the requirements of the DGCL and executed in accordance with the Transitory Subsidiary shall file relevant provisions of the DGCL (the “Certificate of Merger”) to be filed with the Secretary of State of the State of Delaware the Certificate of Merger, Delaware; (div) the Buyer shall deliver a certificate for pay (by wire transfer) to the Initial Payment Agent an aggregate amount in cash representing (A) the portion of the Merger Consideration payable at the Closing to the holders of Company Shares (as defined below) to a bank trust company or other entity reasonably satisfactory to the Company appointed by the Buyer to act as the exchange agent (the "Exchange Agent") in accordance with Section 1.71.5), (eB) the Buyer, the Indemnification Representatives Warrant Consideration payable at Closing (as defined thereinin accordance with Section 1.8) and (C) the portion of the Merger Consideration payable to satisfy and discharge the IPO Notes, in each case after giving effect to the deposit of (x) the Escrow Amount with the Escrow Agent and (as defined thereiny) shall execute and deliver the Escrow Agreement attached hereto as EXHIBIT A Holder Agent Fund Amount in the Holder Agent Fund; (the "Escrow Agreement"v) and the Buyer shall deliver to the Escrow Company’s payroll provider or the Payment Agent a certificate for the Escrow Shares (as defined below) being placed applicable and in escrow on accordance with the Closing Date pursuant to Section 1.10, (fMerger Consideration Allocation Spreadsheet) the Initial Bridge Note Holders and the Subsequent Bridge Note Holders Option Consideration payable at Closing (each as defined below) shall deliver to the Buyer for cancellation the Initial Bridge Notes and the Subsequent Bridge Notes (each as defined below), respectively, pursuant to Section 1.17, and (h) the Buyer shall issue to the Initial Bridge Note Holders the Note Repayment Shares (as defined below) in full payment of the Initial Bridge Notes, and the Buyer shall issue to the Subsequent Bridge Note Holders the Note Repayment Price (as defined below) in full payment of the Subsequent Bridge Notes, each in accordance with Section 1.171.8) after giving effect to the deposit of (a) the Escrow Amount with the Escrow Agent and (b) the Holder Agent Fund Amount in the Holder Agent Fund; (vi) the Buyer or the Payment Agent, on behalf of the Company, shall pay the Company Holder Transaction Costs and any Indebtedness (other than the IPO Notes) of the Company in accordance with a certificate of the chief executive officer of the Company delivered to the Buyer at least two (2) days prior to Closing, certifying as to the Company Holder Transaction Costs and the Indebtedness of the Company (including the IPO Notes) as of the Closing (such certificate shall be deemed a representation and warranty of the Company for purposes of Article VI of this Agreement) and the Merger Consideration Allocation Spreadsheet; (vii) Buyer shall deposit, or shall cause the Payment Agent to deposit, with the Escrow Agent an aggregate of Sixteen Million Five Hundred Thousand Dollars ($16,500,000) representing the Escrow Amount in accordance with Section 1.9; and (viii) Buyer shall deposit, or cause the Payment Agent to deposit, an aggregate of $150,000 representing the Holder Agent Fund Amount into an account designated by the Holder Agent in a written notice delivered to Buyer at least two (2) days prior to the Closing Date.

Actions at the Closing. At the Closing, the transactions described in paragraph (a) above shall take place in the order described therein. At the Closing, (ai) the Company shall CDMI will deliver to Gamogen non-competition agreements executed by Interactive and Xxxxxx and Xxxxxx XxXxxxxx prohibiting them from engaging in the Buyer film production business for five years (other than through Gamogen), and a consulting agreement with Xxxxxx XxXxxxxx providing for him to render up to 20 hours per week of consulting services regarding film production for a period of one year (renewable by mutual consent) in exchange for a fee of $65,000 per year per plus reimbursement of reasonable out-of-pocket expenses and a car allowance of up to $500 per month, a certified charter, certificates of good standing in Delaware and California, an officer's certificate certifying the Transitory Subsidiary adoption of Board and stockholder resolutions approving the transactions herein and other matters customarily addressed by such certificates, and such other certificates, instruments, and documents reasonably requested by Gamogen, (ii) Gamogen will deliver to CDMI, with respect to both Gamogen and Newco, a certified charter, a certificate of good standing in New York (Gamogen only), executed counterparts (in its capacity as parent of the Surviving Corporation) of the non-competition and consulting agreements referred to in clause (i) above, an officer's certificate certifying the adoption of Board and stockholders resolutions approving the transactions herein and other matters customarily addressed by such certificates, and such other various certificates, instruments instruments, and documents referred to in Section 4.2reasonably requested by CDMI, (biii) the Buyer Gamogen and the Transitory Subsidiary shall deliver to the Company the various certificates, instruments and documents referred to in Section 4.3, (c) the Company and the Transitory Subsidiary shall CDMI will file with the Secretary of State of the State of Delaware the a Certificate of Merger, (d) Merger in the Buyer shall deliver a certificate for the Initial Shares (as defined below) to a bank trust company or other entity reasonably satisfactory to the Company appointed by the Buyer to act as the exchange agent (the "Exchange Agent") in accordance with Section 1.7, (e) the Buyer, the Indemnification Representatives (as defined therein) and the Escrow Agent (as defined therein) shall execute and deliver the Escrow Agreement form attached hereto as EXHIBIT Exhibit A (the "Escrow AgreementCertificate of Merger"), and (iv) and the Buyer shall Gamogen will deliver to the Escrow Transfer Agent a certificate for in the Escrow manner provided below in this Section 2 the certificates evidencing the CDMI Shares (as defined below) being placed in escrow on the Closing Date issued pursuant to Section 1.10, paragraphs (fa)(ii) above and (d)(v) below. Any terms of the Initial Bridge Note Holders consulting and the Subsequent Bridge Note Holders (each as defined below) shall deliver non-competition agreements not provided for herein will be commercially reasonable terms mutually agreeable to the Buyer for cancellation the Initial Bridge Notes and the Subsequent Bridge Notes (each as defined below), respectively, pursuant to Section 1.17, and (h) the Buyer shall issue to the Initial Bridge Note Holders the Note Repayment Shares (as defined below) in full payment of the Initial Bridge Notes, and the Buyer shall issue to the Subsequent Bridge Note Holders the Note Repayment Price (as defined below) in full payment of the Subsequent Bridge Notes, each in accordance with Section 1.17parties.

Actions at the Closing. At the Closing, (a) the Parent and the Company shall deliver to the Buyer and the Transitory Merger Subsidiary the various certificates, instruments and documents referred to in Section 4.25.2, (b) the Buyer and the Transitory Merger Subsidiary shall deliver to the Company the various certificates, instruments and documents referred to in Section 4.35.3, (c) the Buyer shall file with the Secretary of State of the State of Delaware the Buyer Charter Amendment (as defined in Section 4.12), (d) the Company and the Transitory Merger Subsidiary shall immediately thereafter file with the Secretary of State of the State of Delaware the Certificate of Merger, (de) the Buyer shall deliver a certificate (x) to the Pre-Petition Agent, for the Initial Shares benefit of the Pre-Petition Lenders, immediately available funds equal to the excess of (i) $649,000,000 over (ii) the Company Tower Sale Proceeds (as defined belowin Section 5.2(f)), (y) to the Company immediately available funds when and as required in amounts sufficient to pay allowed administrative and priority claims and expenses of the Debtors, whether allowed prior to or after the Effective Time, as set forth in the Amended Plan (collectively, the "Plan Cash") and (z) to a bank trust company or other entity reasonably satisfactory to the Company and the Buyer appointed by the Buyer to act as the exchange agent (the "Exchange Agent") pursuant to Section 1.6(a) certificates representing an aggregate number of shares of Buyer Common Stock determined in accordance with Section 1.7, (e) the Buyer, the Indemnification Representatives (as defined therein) and the Escrow Agent (as defined therein) shall execute and deliver the Escrow Agreement pricing mechanism set forth in Schedule II attached hereto as EXHIBIT A (the "Escrow AgreementPlan Shares") and the Buyer shall deliver to the Escrow Agent a certificate for the Escrow Shares (be distributed as defined below) being placed in escrow on the Closing Date pursuant to contemplated by Section 1.10, (f) the Initial Bridge Note Holders and the Subsequent Bridge Note Holders (each as defined below) shall deliver to the Buyer for cancellation the Initial Bridge Notes and the Subsequent Bridge Notes (each as defined below1.6(b), respectively, pursuant to Section 1.17, and (h) the Buyer shall issue to the Initial Bridge Note Holders the Note Repayment Shares (as defined below) in full payment of the Initial Bridge Notes, and the Buyer shall issue the Buyer Common Stock (and Buyer Class B Common Stock, if applicable) and Buyer Warrants (x) purchased through the exercise of Rights or (y) purchased by or otherwise issued to the Subsequent Bridge Note Holders Standby Purchasers in connection with the Note Repayment Price (as defined below) in full payment of the Subsequent Bridge Notes, each in accordance with Section 1.17Standby Purchase Commitments.

Actions at the Closing. At the Closing, (ai) the Company shall will deliver to the Buyer and the Transitory Subsidiary the various certificates, instruments and documents referred to in Section 4.2, (bS) 9(a) below; (ii) the Buyer and the Transitory Subsidiary shall will deliver to the Company the various certificates, instruments and documents referred to in Section 4.3(S) 9(b) below; (iii) the Buyer will deliver or cause to be delivered, in each case in accordance with wire transfer instructions delivered in writing at least three (3) Business Days prior to the Closing, (cA) the Revolving Credit Proceeds to Citibank N.A. as depository with respect to the commercial paper program of the Company supported by the Revolving Credit Agreements in order to discharge all indebtedness represented by the foregoing; (B) the Park City Proceeds to Union Bank of Switzerland, New York Branch in order to discharge the Park City Center mortgage indebtedness; (C) the Closing Expense Fund to the Representative; (D) the Post-Closing Escrow Amount and the aggregate Escrow Withholding Amounts to the Post-Closing Escrow Agent, (E) the PCI Allocable Portion (net of the portion thereof delivered as part of the Post-Closing Escrow Amount) to PCI in satisfaction of the Company's obligations in respect of the transfer to the Company (or Company Sub) by PCI of the PCI Venture Interest and (F) the Payment Fund to the Paying Agent in the manner provided below in this (S) 2 (and the Company hereby authorizes the Buyer to make or cause to be made all payments referred to in this clause (iii)); (iv) the Company and the Transitory Subsidiary shall will file with the Secretary of State of the State of Delaware a Certificate of Merger in the form attached hereto as Exhibit B (the "Certificate of Merger, (d) the Buyer shall deliver a certificate for the Initial Shares (as defined below) to a bank trust company or other entity reasonably satisfactory to the Company appointed by the Buyer to act as the exchange agent (the "Exchange Agent") in accordance with Section 1.7, (e) the Buyer, the Indemnification Representatives (as defined therein) and the Escrow Agent (as defined therein) shall execute and deliver the Escrow Agreement attached hereto as EXHIBIT A (the "Escrow Agreement") and (v) the Buyer shall Deposit Escrow Agent will deliver the Deposit, together with interest earned thereon, to the Escrow Agent a certificate for the Escrow Shares (as defined below) being placed in escrow on the Closing Date pursuant to Section 1.10, (f) the Initial Bridge Note Holders and the Subsequent Bridge Note Holders (each as defined below) shall deliver to the Buyer for cancellation the Initial Bridge Notes and the Subsequent Bridge Notes (each as defined below), respectively, pursuant to Section 1.17, and (h) the Buyer shall issue to the Initial Bridge Note Holders the Note Repayment Shares (as defined below) in full payment of the Initial Bridge Notes, and the Buyer shall issue to the Subsequent Bridge Note Holders the Note Repayment Price (as defined below) in full payment of the Subsequent Bridge Notes, each in accordance with Section 1.17Paying Agent.

Actions at the Closing. At the Closing, Closing (a) the Company Parties shall deliver cause a certificate of merger in customary form acceptable to the Buyer Parent and the Transitory Subsidiary the various certificates, instruments and documents referred to in Section 4.2, (b) the Buyer and the Transitory Subsidiary shall deliver to the Company the various certificates, instruments and documents referred to in Section 4.3, (c) the Company and executed in accordance with the Transitory Subsidiary shall file with relevant provisions of the DGCL (the “Certificate of Merger”) and other required documents to be filed in the office of the Secretary of State of the State of Delaware (the Certificate “Delaware Secretary of MergerState”), (d) and Parent, Merger Sub and the Buyer Company shall deliver a certificate for make all other filings or recordings required under the Initial Shares (as defined below) DGCL and applicable Law to a bank trust company or other entity reasonably satisfactory give effect to the Company appointed by Merger and the Buyer other transactions contemplated hereby; (b) Parent and AudioCodes shall deposit or cause to act be deposited $7,500,000 (the “Escrow Amount”) with U.S. Bank Trust National Association, in its capacity as the exchange escrow agent (the "Exchange “Escrow Agent"”) in accordance with Section 1.7, (e) under the BuyerEscrow Agreement to be entered into on or prior to the Closing Date by Parent, the Indemnification Representatives (as defined therein) Sellers’Representative and the Escrow Agent (as defined therein) shall execute and deliver in substantially the Escrow Agreement form attached hereto as EXHIBIT Exhibit A (the "“Escrow Agreement"”), to be administered in accordance with the Escrow Agreement; and (c) Parent and AudioCodes shall deposit or cause to be deposited $1,000,000 (the Buyer shall deliver to “Expenses Escrow Amount”) with the Escrow Agent a certificate for under the Expenses Escrow Shares (as defined below) being placed in escrow Agreement to be entered into on or prior to the Closing Date pursuant to Section 1.10by the Parent, (f) the Initial Bridge Note Holders Sellers’ Representative and the Subsequent Bridge Note Holders Escrow Agent in substantially the form attached hereto as Exhibit B (each as defined below) shall deliver to the Buyer for cancellation the Initial Bridge Notes and the Subsequent Bridge Notes (each as defined below“Expenses Escrow Agreement”), respectively, pursuant to Section 1.17, and (h) the Buyer shall issue to the Initial Bridge Note Holders the Note Repayment Shares (as defined below) in full payment of the Initial Bridge Notes, and the Buyer shall issue to the Subsequent Bridge Note Holders the Note Repayment Price (as defined below) in full payment of the Subsequent Bridge Notes, each be administered in accordance with Section 1.17the Expenses Escrow Agreement. The Expenses Escrow Fund shall be available solely to compensate the Sellers’Representative and the Sellers for all fees and expenses reasonably incurred by: (i) the Sellers’ Representative in performing its duties under this Agreement; and (ii) the Sellers’ Representative and the Sellers in defending against any claims for indemnification or other claims for damages by AudioCodes, Parent or any other Parent Indemnified Party pursuant to this Agreement or otherwise.

Actions at the Closing. At the Closing, (a) the Company shall deliver to the Buyer and the Transitory Acquisition Subsidiary the various certificates, instruments and documents referred to in Section 4.25.2, (b) the Buyer Acquisition Subsidiary and the Transitory Subsidiary Parent shall deliver to the Company the various certificates, instruments and documents referred to in Section 4.35.3, (c) the Company shall file with the Secretary of State of the State of Georgia a certificate of merger with respect to the Merger as required by the Georgia Act and the Transitory Acquisition Subsidiary shall file with the Secretary of State of the State of Delaware a certificate of merger with respect to the Certificate of MergerMerger as required by the Delaware General Corporation Law, (d) each shareholder of the Company, other than holders of Dissenting Shares (as defined in Section 1.6), shall deliver to the Buyer for cancellation the certificate(s) representing his or her Company Shares (as defined in Section 1.5(a)), (e) Parent shall deliver a certificate authorize the transfer agent for its shares of stock (the "Exchange Agent") to issue to each holder of Company Preferred Shares (as defined below) who has delivered for cancellation his or its certificates for such Company Preferred Shares (the "Preferred Certificates") pursuant to clause (d) of this Section certificate(s) for the Initial Shares (as defined below) as provided in Section 1.5 below, (f) Parent shall cause the Surviving Corporation to a bank trust company deliver to each holder of Company Common Shares (as defined below) who has delivered for cancellation his or other entity reasonably satisfactory to the its certificates for such Company appointed by the Buyer to act as the exchange agent Common Shares (the "Exchange AgentCommon Certificates") pursuant to clause (d) of this Section a check for the Per Share Common Cash Consideration as provided in accordance with Section 1.71.5 below, and (eg) the BuyerParent, the Indemnification Representatives (as defined therein) Principals and the Escrow Agent (as defined therein) shall execute and deliver the Escrow Agreement attached hereto as EXHIBIT Exhibit A (the "Escrow Agreement") and the Buyer Parent shall authorize its transfer agent to deliver to the Escrow Agent a certificate for the Escrow Shares (as defined below) being placed in escrow (the "Escrow") on the Closing Date pursuant to Section 1.10, (f) the Initial Bridge Note Holders and the Subsequent Bridge Note Holders (each as defined below) shall deliver to the Buyer for cancellation the Initial Bridge Notes and the Subsequent Bridge Notes (each as defined below), respectively, pursuant to Section 1.17, and (h) the Buyer shall issue to the Initial Bridge Note Holders the Note Repayment Shares (as defined below) in full payment of the Initial Bridge Notes, and the Buyer shall issue to the Subsequent Bridge Note Holders the Note Repayment Price (as defined below) in full payment of the Subsequent Bridge Notes, each in accordance with Section 1.171.9.

Actions at the Closing. At the Closing: (i) IEP shall issue and deliver to each Contributing Party a certificate or certificates representing the Exchange Units to be received by such Contributing Party pursuant to Section 1.2, or, in the case of any Exchange Units that are held in book-entry form, IEP shall cause such Exchange Units to be transferred to the account designated in writing by such Contributing Party; (aii) the Company each Contributing Party shall deliver to IEP the Buyer and Contribution Shares it is contributing pursuant to Section 1.1, together with instruments of transfer satisfactory to IEP or, in the Transitory Subsidiary case of any Contribution Shares that are held in book-entry form, such Contributing Party shall cause such Contribution Shares to be transferred to the various certificatesaccount designated in writing by IEP; (iii) if requested by IEP, instruments and documents referred to in Section 4.2, (b) the Buyer and the Transitory Subsidiary each Contributing Party shall deliver to IEP a statement, meeting the Company the various certificates, instruments and documents referred to in Section 4.3, (crequirements of section 1.1445-2(b)(2) the Company and the Transitory Subsidiary shall file with the Secretary of State of the State of Delaware the Certificate of MergerTreasury regulations, (d) the Buyer shall deliver a certificate for the Initial Shares (as defined below) to a bank trust company or other entity reasonably satisfactory to the Company appointed by effect that such Contributing Party is not a foreign person; (iv) pursuant to Section 5.1 of the Buyer to act as the exchange agent (the "Exchange Agent") in accordance with Section 1.7IEP Registration Rights Agreement, (e) the Buyer, the Indemnification Representatives (as defined therein) and the Escrow Agent (as defined therein) shall execute and deliver the Escrow Agreement attached hereto as EXHIBIT A (the "Escrow Agreement") and the Buyer each Contributing Party shall deliver to IEP an executed signature page to the Escrow Agent IEP Registration Rights Agreement (the “IEP Registration Rights Joinder”); (v) IEP shall acknowledge, by signing the IEP Registration Rights Joinder, that, as a certificate result of the Contributing Parties’ delivery of the IEP Registration Rights Joinder, the Contributing Parties shall be and shall be deemed to be each a “Holder” under the IEP Registration Rights Agreement for the Escrow Shares all purposes thereunder; (as defined belowvi) being placed in escrow on the Closing Date pursuant to Section 1.10, (f) the Initial Bridge Note Holders and the Subsequent Bridge Note Holders (each as defined below) IEP shall deliver or cause to be delivered to the Buyer Contributing Parties evidence that the Nasdaq has approved the Exchange Units for cancellation the Initial Bridge Notes listing, subject only to official notice of issuance, in form and the Subsequent Bridge Notes substance reasonably acceptable to Contributing Parties; and (each as defined belowvii) Beckton shall cause Icahn Enterprises GP Holdings LP (“IEGP”), respectively, pursuant the general partner of IEP to Section 1.17, and (h) the Buyer shall issue make such contribution to the Initial Bridge Note Holders the Note Repayment Shares (IEP as defined below) is necessary for IEGP to maintain a 1% general partnership interest in full payment of the Initial Bridge Notes, and the Buyer shall issue to the Subsequent Bridge Note Holders the Note Repayment Price (as defined below) in full payment of the Subsequent Bridge Notes, each in accordance with Section 1.17IEP.

Actions at the Closing. At the Closing: ( i ) IEP shall issue and deliver to each Contributing Party a certificate or certificates representing the Exchange Units to be received by such Contributing Party pursuant to Section 1.2 , (aor, in the case of any Exchange Units that are held in book-entry form, IEP shall cause such Exchange Units to be transferred to the account designated in writing by such Contributing Party; ( ii ) the Company each Contributing Party shall deliver to IEP the Buyer and Contribution Shares it is contributing pursuant to Section 1.1 , together with instruments of transfer satisfactory to IEP or, in the Transitory Subsidiary case of any Contribution Shares that are held in book-entry form, such Contributing Party shall cause such Contribution Shares to be transferred to the various certificatesaccount designated in writing by IEP; ( iii ) if requested by IEP, instruments and documents referred to in Section 4.2, (b) the Buyer and the Transitory Subsidiary each Contributing Party shall deliver to IEP a statement, meeting the Company the various certificates, instruments and documents referred to in Section 4.3, (crequirements of section 1.1445-2(b)(2) the Company and the Transitory Subsidiary shall file with the Secretary of State of the State of Delaware the Certificate of MergerTreasury regulations, (d) the Buyer shall deliver a certificate for the Initial Shares (as defined below) to a bank trust company or other entity reasonably satisfactory to the Company appointed by effect that such Contributing Party is not a foreign person; ( iv ) pursuant to Section 5.1 of the Buyer to act as the exchange agent (the "Exchange Agent") in accordance with Section 1.7IEP Registration Rights Agreement, (e) the Buyer, the Indemnification Representatives (as defined therein) and the Escrow Agent (as defined therein) shall execute and deliver the Escrow Agreement attached hereto as EXHIBIT A (the "Escrow Agreement") and the Buyer each Contributing Party shall deliver to IEP an executed signature page to the Escrow Agent IEP Registration Rights Agreement (the “ IEP Registration Rights Joinder ”); ( v ) IEP shall acknowledge, by signing the IEP Registration Rights Joinder, that, as a certificate result of the Contributing Parties' delivery of the IEP Registration Rights Joinder, the Contributing Parties shall be and shall be deemed to be each a “Holder” under the IEP Registration Rights Agreement for the Escrow Shares (as defined belowall purposes thereunder; ( vi ) being placed in escrow on the Closing Date pursuant to Section 1.10, (f) the Initial Bridge Note Holders and the Subsequent Bridge Note Holders (each as defined below) IEP shall deliver or cause to be delivered to the Buyer Contributing Parties evidence that the Nasdaq has approved the Exchange Units for cancellation the Initial Bridge Notes listing, subject only to official notice of issuance, in form and the Subsequent Bridge Notes substance reasonably acceptable to Contributing Parties; and ( vii ) Beckton shall cause Icahn Enterprises GP Holdings LP (each as defined below“ IEGP ”), respectively, pursuant the general partner of IEP to Section 1.17, and (h) the Buyer shall issue make such contribution to the Initial Bridge Note Holders the Note Repayment Shares (IEP as defined below) is necessary for IEGP to maintain a 1% general partnership interest in full payment of the Initial Bridge Notes, and the Buyer shall issue to the Subsequent Bridge Note Holders the Note Repayment Price (as defined below) in full payment of the Subsequent Bridge Notes, each in accordance with Section 1.17IEP.

Actions at the Closing. At the Closing: (i) IEP shall issue and deliver to Contributor a certificate or certificates representing the Exchange Units or, in the case of any Exchange Units that are held in book-entry form, IEP shall cause such Exchange Units to be transferred to the account designated in writing by Contributor; (aii) the Company Contributor shall deliver to IEP the Buyer and Contribution Stock, together with instruments of transfer satisfactory to IEP or, in the Transitory Subsidiary case of any Contribution Stock that is held in book-entry form, Contributor shall cause such Contribution Stock to be transferred to the various certificates, instruments and documents referred to account designated in Section 4.2, writing by IEP; (biii) the Buyer and the Transitory Subsidiary Contributor shall deliver to IEP a statement, meeting the Company the various certificates, instruments and documents referred to in Section 4.3, (crequirements of section 1.1445-2(b)(2) the Company and the Transitory Subsidiary shall file with the Secretary of State of the State of Delaware the Certificate of MergerTreasury regulations, (d) the Buyer shall deliver a certificate for the Initial Shares (as defined below) to a bank trust company or other entity reasonably satisfactory to the Company appointed by effect that Contributor is not a foreign person; (iv) IEP and Contributor shall enter into the Buyer Second FMO Registration Rights Assignment Agreement; (v) pursuant to act as Section 5.1 of the exchange agent (the "Exchange Agent") in accordance with Section 1.7IEP Registration Rights Agreement, (e) the Buyer, the Indemnification Representatives (as defined therein) and the Escrow Agent (as defined therein) shall execute and deliver the Escrow Agreement attached hereto as EXHIBIT A (the "Escrow Agreement") and the Buyer Contributor shall deliver to IEP an executed signature page to the Escrow Agent IEP Registration Rights Agreement (the “IEP Registration Rights Joinder”); (vi) IEP shall acknowledge, by signing the IEP Registration Rights Joinder, that, as a certificate result of Contributor’s delivery of the IEP Registration Rights Joinder, Contributor shall be and shall be deemed to be a “Holder” under the IEP Registration Rights Agreement for the Escrow Shares all purposes thereunder; and (as defined belowvii) being placed in escrow on the Closing Date pursuant to Section 1.10, (f) the Initial Bridge Note Holders and the Subsequent Bridge Note Holders (each as defined below) IEP shall deliver or cause to be delivered to Contributor evidence that the Buyer NYSE has approved the Exchange Units for cancellation the Initial Bridge Notes listing, subject only to official notice of issuance, in form and the Subsequent Bridge Notes (each as defined below), respectively, pursuant substance reasonably acceptable to Section 1.17, and (h) the Buyer shall issue to the Initial Bridge Note Holders the Note Repayment Shares (as defined below) in full payment of the Initial Bridge Notes, and the Buyer shall issue to the Subsequent Bridge Note Holders the Note Repayment Price (as defined below) in full payment of the Subsequent Bridge Notes, each in accordance with Section 1.17Contributor.

Actions at the Closing. At the Closingfinal closing of this Agreement, the Company and the Shareholders will each deliver, or cause to be delivered to the other, the shares of stock to be exchanged in accordance with Section 6 of this Agreement and each party shall pay any and all Federal and State taxes required to be paid in connection with the issuance and the delivery of their own securities. All stock certificates shall be in the name of the party to which the same are deliverable. In addition to the above mentioned exchange of certificates, the following transactions will take place at the final closing. The Company will deliver to The Shareholders and Matrix: (a) Duly certified copies of corporate resolutions and other corporate proceedings taken by the Company shall deliver to authorize the Buyer execution, delivery and the Transitory Subsidiary the various certificates, instruments and documents referred to in Section 4.2, performance of this Agreement; (b) The opinion of Lexxxxx X. Xxxxxxxxxx, counsel for the Buyer Company, as provided for in section 4(c) hereof; (c) A certificate executed by a principal officer of the Company attesting to the fact that all of the foregoing representations and warranties of the Transitory Subsidiary Company are true and correct as of the Closing Date and that all of the conditions to the obligations of the Shareholders which are to be performed by the Company have been performed as of the Closing Date; and (d) A certificate of corporate good standing for the Company from the State of Utah which shall be dated no more than 60 days prior to the Closing Date. The Shareholders and Matrix will deliver to the Company the various certificates(a) The opinion of F. Lyxx Xxxxx, instruments and documents referred to Xx., counsel for Matrix, as provided for in Section 4.3, 3(e) hereof; (cb) the Company and the Transitory Subsidiary shall file with A certificate of corporate good standing for Matrix from the Secretary of State of the State of Delaware the Certificate of Merger, (d) the Buyer Texas which shall deliver a certificate for the Initial Shares (as defined below) to a bank trust company or other entity reasonably satisfactory be dated no more than 60 days prior to the Company appointed Closing Date; and (c) A certificate by a principal officer of Matrix that each of the Buyer to act representations and warranties of the Shareholders and Matrix are true and correct as the exchange agent (the "Exchange Agent") in accordance with Section 1.7, (e) the Buyer, the Indemnification Representatives (as defined therein) and the Escrow Agent (as defined therein) shall execute and deliver the Escrow Agreement attached hereto as EXHIBIT A (the "Escrow Agreement") and the Buyer shall deliver to the Escrow Agent a certificate for the Escrow Shares (as defined below) being placed in escrow on of the Closing Date pursuant and that all of the conditions to Section 1.10, (f) the Initial Bridge Note Holders obligations of the Company which are to be performed by Matrix and the Subsequent Bridge Note Holders (each Shareholders have been performed as defined below) shall deliver to the Buyer for cancellation the Initial Bridge Notes and the Subsequent Bridge Notes (each as defined below), respectively, pursuant to Section 1.17, and (h) the Buyer shall issue to the Initial Bridge Note Holders the Note Repayment Shares (as defined below) in full payment of the Initial Bridge Notes, and the Buyer shall issue to the Subsequent Bridge Note Holders the Note Repayment Price (as defined below) in full payment of the Subsequent Bridge Notes, each in accordance with Section 1.17Closing Date. 8.

Actions at the Closing. At the Closing: (i) IEP shall issue and deliver to each Contributing Party a certificate or certificates representing the Exchange Units to be received by such Contributing Party pursuant to Section 1.2, or, in the case of any Exchange Units that are held in book-entry form, IEP shall cause such Exchange Units to be transferred to the account designated in writing by such Contributing Party; (aii) the Company each Contributing Party shall deliver to IEP the Buyer and Contribution Stock it is contributing pursuant to Section 1.1, together with instruments of transfer satisfactory to IEP or, in the Transitory Subsidiary case of any Contribution Stock that is held in book-entry form, such Contributing Party shall cause such Contribution Stock to be transferred to the various certificates, instruments and documents referred to account designated in Section 4.2, writing by IEP; (biii) the Buyer and the Transitory Subsidiary each Contributing Party shall deliver to IEP a statement, meeting the Company requirements of section 1.1445-2(b)(2) of the various certificatesTreasury regulations, instruments and documents referred to in Section 4.3, the effect that such Contributing Party is not a foreign person; (civ) the Company IEP and the Transitory Subsidiary Contributing Parties shall file enter into the ARI Registration Rights Assignment Agreement in connection with the Secretary of State ARI Registration Rights Agreement; (v) pursuant to Section 5.1 of the State of Delaware the Certificate of MergerIEP Registration Rights Agreement, (d) the Buyer shall deliver a certificate for the Initial Shares (as defined below) to a bank trust company or other entity reasonably satisfactory to the Company appointed by the Buyer to act as the exchange agent (the "Exchange Agent") in accordance with Section 1.7, (e) the Buyer, the Indemnification Representatives (as defined therein) and the Escrow Agent (as defined therein) shall execute and deliver the Escrow Agreement attached hereto as EXHIBIT A (the "Escrow Agreement") and the Buyer each Contributing Party shall deliver to IEP an executed signature page to the Escrow Agent IEP Registration Rights Agreement (the “IEP Registration Rights Joinder”); (vi) IEP shall acknowledge, by signing the IEP Registration Rights Joinder, that, as a certificate result of the Contributing Parties’ delivery of the IEP Registration Rights Joinder, the Contributing Parties shall be and shall be deemed to be each a “Holder” under the IEP Registration Rights Agreement for the Escrow Shares all purposes thereunder; (as defined belowvii) being placed in escrow on the Closing Date pursuant to Section 1.10, (f) the Initial Bridge Note Holders and the Subsequent Bridge Note Holders (each as defined below) IEP shall deliver or cause to be delivered to the Buyer Contributing Parties evidence that the NYSE has approved the Exchange Units for cancellation the Initial Bridge Notes listing, subject only to official notice of issuance, in form and the Subsequent Bridge Notes (each as defined below), respectively, pursuant substance reasonably acceptable to Section 1.17, Contributing Parties; and (hviii) the Buyer Beckton shall issue cause IEGP to the Initial Bridge Note Holders the Note Repayment Shares (make such contribution to IEP as defined below) is necessary for IEGP to maintain a 1% general partnership interest in full payment of the Initial Bridge Notes, and the Buyer shall issue to the Subsequent Bridge Note Holders the Note Repayment Price (as defined below) in full payment of the Subsequent Bridge Notes, each in accordance with Section 1.17IEP.

Actions at the Closing. At the Closing, (a) the Parent and the ---------------------- Company shall deliver to the Buyer and the Transitory Merger Subsidiary the various certificates, instruments and documents referred to in Section 4.25.2, (b) the Buyer and the Transitory Merger Subsidiary shall deliver to the Company the various certificates, instruments and documents referred to in Section 4.35.3, (c) the Buyer shall file with the Secretary of State of the State of Delaware the Buyer Charter Amendment (as defined in Section 4.12), (d) the Company and the Transitory Merger Subsidiary shall immediately thereafter file with the Secretary of State of the State of Delaware the Certificate of Merger, (de)(i) the Buyer shall deliver a certificate (A) to the Pre-Petition Agent, for the Initial Shares benefit of the Pre-Petition Lenders, immediately available funds equal to the excess of (x) $649,000,000 over (y) the Company Tower Sale Proceeds (as defined belowin Section 5.2(f)), (B) to the Company immediately available funds when and as required in amounts sufficient to pay allowed administrative and priority claims and expenses of the Debtors, whether allowed prior to or after the Effective Time, as set forth in the Amended Plan (collectively, the "Plan Cash") and (C) to a bank trust company or other entity reasonably satisfactory to the Company and the Buyer appointed by the Buyer to act as the exchange agent (the "Exchange Agent") pursuant to Section 1.6(a), certificates representing an aggregate number of shares of Buyer Common Stock determined in accordance with Section 1.7, (e) the Buyer, the Indemnification Representatives (as defined therein) and the Escrow Agent (as defined therein) shall execute and deliver the Escrow Agreement pricing mechanism set forth in Schedule II attached hereto as EXHIBIT A (the "Escrow AgreementPlan Shares") and the Buyer shall deliver to the Escrow Agent a certificate for the Escrow Shares (be distributed as defined below) being placed in escrow on the Closing Date pursuant to contemplated by Section 1.101.6(b), (f) the Initial Bridge Note Holders and the Subsequent Bridge Note Holders (each as defined below) shall deliver to the Buyer for cancellation the Initial Bridge Notes and the Subsequent Bridge Notes (each as defined below), respectively, pursuant to Section 1.17, and (hii) the Buyer shall issue the Buyer Common -------------- Stock (and Buyer Class B Common Stock, if applicable) and, if a Rights Offering Adjustment shall not have occurred, (A) Buyer Warrants purchased through the exercise of Rights and (B) Buyer Warrants purchased by or otherwise issued to the Initial Bridge Note Holders Standby Purchasers in connection with the Note Repayment Shares (as defined below) in full payment of the Initial Bridge NotesStandby Purchase Commitments, and (iii) if a Rights Offering Adjustment shall have occurred, the Buyer shall issue the Buyer Common Stock purchased through the exercise of the Stockholder Rights and, to the Subsequent Bridge Note Holders extent such Stockholder Rights are not exercised, the Note Repayment Price (as defined below) in full payment of Buyer shall issue the Subsequent Bridge Notes, each in accordance with Section 1.17Buyer Participation Warrants.