Common use of Closing Actions Clause in Contracts

Closing Actions. On the terms and subject to the conditions set forth herein, at the Closing, the following actions shall be taken and the following agreements, certificates and other documents shall be executed and delivered by the Parties: (a) NewCo Borrower shall consummate the Debt Financing (to the extent not consummated prior to the Closing) in accordance with Section 6.7, and NewCo Borrower shall (x) use (or cause to be used) a portion of the proceeds of the Debt Financing (other than the proceeds of any revolving credit facility borrowings on the Closing Date under the Debt Financing) to make a contribution to DIRECTV, LLC in an amount equal to $5,800,000,000 (the “Closing Date Payment”) and (y) use (or cause to be used) a portion of the proceeds of the Debt Financing to pay or fund the reimbursement of Financing Expenses and Shared Transaction Expenses in accordance with Section 3.3 and 10.5, as applicable. (b) DIRECTV, LLC shall use the proceeds of the Closing Date Payment to repay in full the outstanding principal amount under the Existing Intracompany Indebtedness on the Closing Date. (c) Investor shall, or shall cause one or more of its Affiliates to, as applicable, consummate the Equity Financing (to the extent not consummated prior to the Closing) and contribute the proceeds of the Equity Financing to NewCo (by wire transfer of immediately available funds to the account designated in writing by NewCo to Investor) as payment of the Estimated Subscription Price. (d) NewCo and AT&T shall execute and deliver counterparts of a promissory note in the form set forth in Exhibit I (the “Promissory Note”) pursuant to which NewCo shall lend to AT&T Inc., and AT&T Inc. shall borrow from NewCo, an amount equal to the Estimated Subscription Price. Pursuant to the Promissory Note, NewCo shall distribute to AT&T Inc. (by wire transfer of immediately available funds to the account designated in writing by AT&T Inc. to NewCo) an amount in cash equal to the Estimated Subscription Price. (e) NewCo shall issue to Investor, and Investor shall subscribe for and accept from NewCo, the Subscribed Units, free and clear of all Encumbrances (other than any transfer restrictions imposed by federal and state securities laws, under the NewCo Operating Agreement and the Delaware Act). (f) NewCo shall issue to AT&T HoldCo, and AT&T HoldCo shall subscribe for and accept from NewCo, the Junior Preferred Units and Common Catch-Up Units, free and clear of all Encumbrances (other than any transfer restrictions imposed by federal and state securities laws, under the NewCo Operating Agreement and the Delaware Act). (g) Each Party (and its applicable Affiliates) shall execute and deliver the NewCo Operating Agreement to the other Parties, and NewCo shall adopt the NewCo Operating Agreement. (h) Each of NewCo, AT&T, Investor, or one or more of their respective Subsidiaries shall execute and deliver counterparts of each of the Ancillary Agreements to which it is a party. (i) Each of AT&T and the Investor shall provide a properly completed and executed IRS Form W-9 to NewCo.

Closing Actions. On (a) Subject to Section 3.4, Parent shall pay, or shall cause the terms and subject Surviving Corporation or its Subsidiaries, as applicable, to pay, the conditions set forth herein, following payments: (i) at the Closing, to each holder of Common Stock an amount equal to the following actions shall be taken and the following agreements, certificates and other documents shall be executed and delivered Closing Common Share Price multiplied by the Parties: number of shares of Common Stock (aother than Dissenting Shares) NewCo Borrower shall consummate the Debt Financing (to the extent not consummated owned by such holder immediately prior to the Effective Time; (ii) reasonably promptly following the Closing, to each holder of an Option the amounts payable (if any) pursuant to Sections 2.2 and 2.3 in respect of such Option, less applicable federal, state and local income Tax withholding and Social Security, Medicare, state disability, unemployment and other withholding obligations; (iii) in accordance with Section 6.7due course, to the applicable Governmental Entity, the aggregate amount of all applicable federal, state and NewCo Borrower shall local income Tax withholding and Social Security, Medicare, state disability, unemployment and other withholding obligations withheld in respect of payments to Option holders; (xiv) use (or cause at the Closing, to be used) a portion of the proceeds of “Administrative Agent” under the Credit Agreement, the Debt Financing Amount; (other than v) at the proceeds of any revolving credit facility borrowings on Closing, to each payee thereof, the Closing Date under Transaction Costs; (vi) at the Debt Financing) Closing, to make a contribution to DIRECTV, LLC in the Escrow Agent an amount equal to $5,800,000,000 10,000,000 (the “Closing Date PaymentEscrow Amount”) and (y) use (or cause to be used) a portion of the proceeds of the Debt Financing to pay or fund the reimbursement of Financing Expenses and Shared Transaction Expenses held in escrow in accordance with the escrow agreement to be entered into at Closing by the Shareholders Agent, Parent, Buyer and the Escrow Agent in substantially the form attached hereto as Exhibit B (the “Escrow Agreement”); and (vii) at the Closing, (A) to the depository or paying agent under the Debt Tender Offer, the amount required to fund the purchase of Notes validly tendered and not withdrawn pursuant to the Debt Tender Offer, or (B) if the conditions to the Debt Tender Offer have not been satisfied or waived, to a trust established under Section 3.3 and 10.58.01 of the Indenture, the amount required to fund the optional redemption of the Notes contemplated by Section 5 of the form of the Notes, as applicable. (b) DIRECTV, LLC Parent and the Company shall use the proceeds of the Closing Date Payment to repay in full the outstanding principal amount under the Existing Intracompany Indebtedness on the Closing Date. (c) Investor shalltake, or shall cause one or more of its Affiliates totheir respective Subsidiaries to take, as applicable, consummate the Equity Financing following actions: (to the extent not consummated i) Immediately prior to the Closing, the Company shall contribute all of the outstanding shares of capital stock of PFGI to a newly formed Delaware limited liability company (“New Crunch LLC”), which shall be a wholly-owned subsidiary of the Company, the documentation thereof being in form and substance reasonably acceptable to each of Parent and the Company; (ii) and contribute at the Closing, to the extent necessary to fund the payments to be made by the Surviving Corporation pursuant to Section 3.3(a), Parent shall cause proceeds received as a result of the Financing, including the proceeds of received by Parent from the Equity Financing and proceeds received by the Finance Sub from the Debt Financing, to NewCo (by wire transfer of immediately available funds be transferred to the account designated in writing by NewCo to Investor) Surviving Corporation, Buyer or PFGI, as payment of the Estimated Subscription Price.applicable; and (diii) NewCo at the Closing, Finance Sub shall be merged with and AT&T shall execute and deliver counterparts of a promissory note in the form set forth in Exhibit I into New Crunch LLC (the “Promissory NoteSubsidiary Merger”) pursuant to which NewCo in such a manner that New Crunch LLC shall lend to AT&T Inc., be the surviving entity (the “Subsidiary Surviving Company”) and AT&T Inc. shall borrow from NewCo, become an amount equal to indirect wholly-owned Subsidiary of the Estimated Subscription Price. Pursuant to the Promissory Note, NewCo shall distribute to AT&T Inc. (by wire transfer of immediately available funds to the account designated in writing by AT&T Inc. to NewCo) an amount in cash equal to the Estimated Subscription Price. (e) NewCo shall issue to Investor, and Investor shall subscribe for and accept from NewCoCompany, the Subscribed Units, free documentation thereof being in form and clear substance reasonably acceptable to each of all Encumbrances (other than any transfer restrictions imposed by federal and state securities laws, under the NewCo Operating Agreement Parent and the Delaware Act)Company. (f) NewCo shall issue to AT&T HoldCo, and AT&T HoldCo shall subscribe for and accept from NewCo, the Junior Preferred Units and Common Catch-Up Units, free and clear of all Encumbrances (other than any transfer restrictions imposed by federal and state securities laws, under the NewCo Operating Agreement and the Delaware Act). (g) Each Party (and its applicable Affiliates) shall execute and deliver the NewCo Operating Agreement to the other Parties, and NewCo shall adopt the NewCo Operating Agreement. (h) Each of NewCo, AT&T, Investor, or one or more of their respective Subsidiaries shall execute and deliver counterparts of each of the Ancillary Agreements to which it is a party. (i) Each of AT&T and the Investor shall provide a properly completed and executed IRS Form W-9 to NewCo.

Closing Actions. On Subject to the terms and subject to satisfaction or waiver of the conditions set forth hereinin Article 7, at the Closing, the following actions transactions (the “Transactions”) shall be taken and consummated in the following agreements, certificates and other documents shall be executed and delivered by the Partiesorder set forth below: (a) NewCo Borrower shall consummate the Debt Financing (to the extent not consummated prior to the Closing) in accordance with Section 6.7NBCUniversal may lend, and NewCo Borrower shall (x) use (or cause to be used) a portion of the proceeds of the Debt Financing (other than the proceeds of any revolving credit facility borrowings on the Closing Date under the Debt Financing) to make a contribution to DIRECTV, LLC in an amount equal to $5,800,000,000 (the “Closing Date Payment”) and (y) use (or cause to be used) a portion of the proceeds of the Debt Financing to pay or fund the reimbursement of Financing Expenses and Shared Transaction Expenses in accordance with Section 3.3 and 10.5, as applicable. (b) DIRECTV, LLC shall use the proceeds of the Closing Date Payment to repay in full the outstanding principal amount under the Existing Intracompany Indebtedness on the Closing Date. (c) Investor shall, or shall and/or cause one or more of its Affiliates toSubsidiaries to lend, to Comcast and/or one or more Subsidiaries of Comcast designated by Comcast (each, a “Comcast Designee”) an aggregate amount not to exceed the amount of the consolidated cash and cash equivalents on hand of NBCUniversal and its Subsidiaries as applicableof the Closing Date, consummate less the Equity Financing NBCUniversal Redemption Price (as defined below), with such loan to be evidenced by an intercompany note in a form that is satisfactory to Comcast in its sole discretion. (b) (i) NBCUniversal and HoldCo shall enter into a redemption agreement in the extent form attached as Exhibit A-1 (the “NBCUniversal Common Unit Redemption Agreement”), pursuant to which NBCUniversal shall redeem all of HoldCo’s right, title and interest in and to 833.5991494 NBCUniversal Common Units held by HoldCo, free and clear of all Liens, for an aggregate redemption price equal to $3,200,000,000 in cash (the “NBCUniversal Redemption Price”) and (ii) Comcast and/or one or more Comcast Designees and HoldCo shall enter into a purchase agreement in the form attached as Exhibit A-2 (the “NBCUniversal Common Unit Purchase Agreement”), pursuant to which Comcast and/or such Comcast Designee(s) shall purchase all of HoldCo’s right, title and interest in and to 1334.121014 NBCUniversal Common Units held by HoldCo, free and clear of all Liens, for an aggregate purchase price equal to $4,821,391,076 in cash (the “NBCUniversal Purchase Price”). (c) (i) NBCUniversal shall deliver to HoldCo the NBCUniversal Redemption Price in immediately available funds by wire transfer to an account of HoldCo with a bank in New York City designated by HoldCo, by notice to NBCUniversal, which notice shall be delivered not consummated later than two Business Days prior to the Closing) and contribute the proceeds of the Equity Financing to NewCo Closing Date (or if not so designated, then by wire transfer of certified or official bank check payable in immediately available funds to the account designated order of HoldCo in writing by NewCo such amount) and (ii) HoldCo shall deliver to Investor) as payment of the Estimated Subscription PriceNBCUniversal certificates representing 833.5991494 NBCUniversal Common Units duly endorsed in blank. (d) NewCo and AT&T (i) Comcast shall execute and deliver counterparts of a promissory note or cause to be delivered to HoldCo the NBCUniversal Purchase Price in the form set forth in Exhibit I (the “Promissory Note”) pursuant to which NewCo shall lend to AT&T Inc., and AT&T Inc. shall borrow from NewCo, an amount equal to the Estimated Subscription Price. Pursuant to the Promissory Note, NewCo shall distribute to AT&T Inc. (immediately available funds by wire transfer to an account of HoldCo with a bank in New York City designated by HoldCo, by notice to Comcast, which notice shall be delivered not later than two Business Days prior to the Closing Date (or if not so designated, then by certified or official bank check payable in immediately available funds to the order of HoldCo in such amount) and (ii) HoldCo shall deliver to Comcast and/or each applicable Comcast Designee certificates representing 1334.121014 NBCUniversal Common Units, in the aggregate, duly endorsed in blank. (e) GE, NBCH and HoldCo shall consummate the transactions contemplated by Section 9(b)(iv) of the Tax Matters Agreement pursuant to the Assignment and Assumption Agreement attached as Exhibit B (the “TMA Assignment and Assumption Agreement”). (f) HoldCo shall distribute as a dividend to NBCH (i) the rights and obligations transferred pursuant to the TMA Assignment and Assumption Agreement and (ii) an amount of cash equal to the NBCUniversal Redemption Price plus the NBCUniversal Purchase Price (the “HoldCo Distribution”). (g) HoldCo shall deliver to NBCH the cash portion of the HoldCo Distribution in immediately available funds by wire transfer to an account of NBCH with a bank in New York City designated by NBCH, by notice to HoldCo, which notice shall be delivered not later than two Business Days prior to the Closing Date (or if not so designated, then by certified or official bank check payable in writing immediately available funds to the order of NBCH in such amount). (h) The members of NBCUniversal shall enter into an amendment to the NBCUniversal LLC Agreement in the form attached as Exhibit C (the “NBCUniversal LLC Agreement Amendment”), pursuant to which 90% of the remaining NBCUniversal Common Units held by AT&T Inc. HoldCo (after giving effect to NewCothe transactions contemplated by the NBCUniversal Common Unit Redemption Agreement and the NBCUniversal Common Unit Purchase Agreement) shall be converted into preferred units in NBCUniversal (the “NBCUniversal Preferred Units”). The form attached as Exhibit C shall be revised prior to the Closing Date to include the terms of the Common Units and Preferred Units and the provisions relating thereto as they exist in the Second Amended and Restated NBCUniversal LLC Agreement (as defined below). (i) HoldCo, the Bank of New York Mellon, as the trustee, and certain guarantors shall enter into an indenture substantially in the form attached as Exhibit D (the “Indenture”). (j) HoldCo shall consummate the HoldCo Third Party Financing, and if applicable, the Excluded HoldCo Third Party Financing and/or the Additional HoldCo Third Party Financing. (k) HoldCo shall (i) execute and distribute as a dividend to NBCH unsecured notes in the forms attached as Exhibit E-1, Exhibit E-2, Exhibit E-3 and Exhibit E-4, in the principal amounts of $700,000,000, $700,000,000, $1,100,000,000 and $1,500,000,000, respectively, subject to reduction in accordance with Section 5.04(c) (collectively, the “HoldCo Notes”) and (ii) distribute to NBCH as a dividend an amount in cash equal to (A) $1,250,000,000 plus (B) the Estimated Subscription Pricenet proceeds of the Additional HoldCo Third Party Financing, if any; provided that the sum of (x) the aggregate principal amount of the HoldCo Notes (as reduced, if at all, pursuant to Section 5.04(c)) and (y) the total amount of cash distributed to NBCH as a dividend pursuant to the foregoing clause (ii) shall not exceed $5,250,000,000. (el) NewCo HoldCo shall deliver to NBCH the cash referred to in Section 1.01(k)(ii) in immediately available funds by wire transfer to an account of NBCH with a bank in New York City designated by NBCH, by notice to HoldCo, which notice shall be delivered not later than two Business Days prior to the Closing Date (or if not so designated, then by certified or official bank check payable in immediately available funds to the order of NBCH in such amount). (i) HoldCo shall (i) adopt and file with the Secretary of State of the State of Delaware a second amended and restated certificate of incorporation in the form attached as Exhibit F (the “HoldCo Charter”), (ii) adopt and file with the Secretary of State of the State of Delaware a certificate of designations in the form attached as Exhibit G (the “Certificate of Designations”), and (iii) adopt amended and restated bylaws in the form attached as Exhibit H. (n) HoldCo and NBCH shall enter into an Exchange Agreement in the form attached as Exhibit I (the “Exchange Agreement”) pursuant to which HoldCo shall issue 724,700 shares of preferred stock (the “HoldCo Preferred Shares”) and 789.9791 shares of common stock (the “HoldCo Common Shares”) to Investor, and Investor shall subscribe NBCH in exchange for and accept from NewCo, all of the Subscribed UnitsHoldCo Shares held by NBCH, free and clear of all Encumbrances Liens. (other than any transfer restrictions imposed by federal i) NBCH, in its capacity as owner of 100% of the HoldCo Preferred Shares, shall execute and state securities lawsdeliver to HoldCo a written stockholder consent electing ▇▇▇▇▇ ▇▇▇▇▇▇▇ as the initial Series A Preferred Director (as defined in the Certificate of Designations); and (ii) NBCH, under in its capacity as owner of 100% of the NewCo Operating Agreement HoldCo Common Shares, shall execute and deliver to HoldCo a written stockholder consent electing the Delaware Actinitial Common Stock Directors (as defined in the HoldCo Charter). (fp) NewCo Comcast and/or one or more Comcast Designees and NBCH shall issue enter into a purchase agreement in the form attached as Exhibit J (the “HoldCo Share Purchase Agreement”), pursuant to AT&T HoldCo, and AT&T which Comcast and/or such Comcast Designee(s) shall purchase from NBCH 100% of NBCH’s HoldCo shall subscribe for and accept from NewCo, the Junior Preferred Units and Common Catch-Up UnitsShares, free and clear of all Encumbrances Liens, for a cash price equal to $2,725,908,924 (other the “HoldCo Share Purchase Price”). The consummation of the transactions contemplated by the HoldCo Share Purchase Agreement is referred to herein as the “HoldCo Acquisition”. (q) (i) Comcast shall deliver or cause to be delivered to NBCH the HoldCo Share Purchase Price in immediately available funds by wire transfer to an account of NBCH with a bank in New York City designated by NBCH, by notice to Comcast, which notice shall be delivered not later than any transfer restrictions imposed two Business Days prior to the Closing Date (or if not so designated, then by federal certified or official bank check payable in immediately available funds to the order of NBCH in such amount) and state securities laws(ii) HoldCo shall deliver to Comcast and/or each applicable Comcast Designee certificates representing the HoldCo Common Shares, under duly endorsed in blank. (r) Comcast and/or the NewCo Operating Comcast Designee(s) which purchased the HoldCo Common Shares pursuant to the HoldCo Share Purchase Agreement shall execute and deliver to HoldCo a written stockholder consent electing new Common Stock Directors (as defined in the Delaware ActHoldCo Charter). (gs) Each Party Comcast and/or each applicable Comcast Designee, HoldCo and each other member of NBCUniversal shall enter into an amended and restated limited liability company agreement of NBCUniversal in the form attached as Exhibit K (the “Second Amended and its applicable Affiliates) shall execute and deliver the NewCo Operating Agreement to the other Parties, and NewCo shall adopt the NewCo Operating Restated NBCUniversal LLC Agreement”). (ht) Each of NewCoComcast and GE shall, AT&T, Investor, or one or more of and shall cause their respective Subsidiaries shall execute and deliver counterparts of each of Affiliates to, enter into Amendment No. 3 to the Ancillary Agreements to which it is a party. Tax Matters Agreement (ithe “TMA Amendment Agreement”) Each of AT&T and in the Investor shall provide a properly completed and executed IRS Form W-9 to NewCo.form attached as Exhibit L.

Closing Actions. On the terms and subject to the conditions set forth herein, at (a) At the Closing, the Parties shall take the following actions (provided that, other than the actions required by clauses (vii) and (viii), such actions shall be taken and the following agreements, certificates and other documents shall be executed and delivered by the Parties:substantially simultaneously): (ai) NewCo Borrower Buckeye Germany shall consummate the Debt Financing (to the extent not consummated prior to the Closing) in accordance with Section 6.7, execute and NewCo Borrower shall (x) use (or cause to be used) a portion of the proceeds of the Debt Financing (other than the proceeds of any revolving credit facility borrowings on the Closing Date under the Debt Financing) to make a contribution to DIRECTV, LLC in an amount equal to $5,800,000,000 (the “Closing Date Payment”) and (y) use (or cause to be used) a portion of the proceeds of the Debt Financing to pay or fund the reimbursement of Financing Expenses and Shared Transaction Expenses in accordance with Section 3.3 and 10.5, as applicable. (b) DIRECTV, LLC shall use the proceeds of the Closing Date Payment to repay in full the outstanding principal amount under the Existing Intracompany Indebtedness on the Closing Date. (c) Investor Purchaser shall, or shall cause one or more of its Affiliates Purchaser Designated Subsidiaries to, as applicableexecute, consummate in notarially recorded form (notariell beurkundete Form), a share transfer agreement regarding the Equity Financing assignment (to the extent not consummated prior to the ClosingAbtretung) and contribute the proceeds of the German Equity Financing to NewCo (by wire transfer of immediately available funds to the account designated in writing by NewCo to Investor) as payment of the Estimated Subscription Price. (d) NewCo and AT&T shall execute and deliver counterparts of a promissory note Interest, substantially in the form set forth in attached hereto as Exhibit I F; (the “Promissory Note”ii) pursuant to which NewCo GP Nonwovens shall lend to AT&T Inc.execute, and AT&T Inc. Purchaser shall, or shall borrow from NewCo, an amount equal to the Estimated Subscription Price. Pursuant to the Promissory Note, NewCo shall distribute to AT&T Inc. (by wire transfer of immediately available funds to the account designated in writing by AT&T Inc. to NewCo) an amount in cash equal to the Estimated Subscription Price. (e) NewCo shall issue to Investor, and Investor shall subscribe for and accept from NewCo, the Subscribed Units, free and clear of all Encumbrances (other than any transfer restrictions imposed by federal and state securities laws, under the NewCo Operating Agreement and the Delaware Act). (f) NewCo shall issue to AT&T HoldCo, and AT&T HoldCo shall subscribe for and accept from NewCo, the Junior Preferred Units and Common Catch-Up Units, free and clear of all Encumbrances (other than any transfer restrictions imposed by federal and state securities laws, under the NewCo Operating Agreement and the Delaware Act). (g) Each Party (and its applicable Affiliates) shall execute and deliver the NewCo Operating Agreement to the other Parties, and NewCo shall adopt the NewCo Operating Agreement. (h) Each of NewCo, AT&T, Investor, cause or one or more Purchaser Designated Subsidiaries to, execute, in notarially certified form, a quota transfer agreement regarding the transfer of the Italian Equity Interest, substantially in the form attached hereto as Exhibit G; (iii) GP Nonwovens shall execute, and Purchaser shall, or shall cause or one or more Purchaser Designated Subsidiaries to, execute, in written form (acte sous seing privé), a reiterative share transfer agreement (acte réitératif de cession de parts sociales) regarding the assignment and transfer of the French Equity Interests, substantially in the form attached hereto as Exhibit H; (iv) Sellers shall, or shall cause their respective Subsidiaries applicable Affiliates who are parties thereto to, execute, and Purchaser shall, or shall execute and deliver counterparts of each of cause its applicable Affiliates who are parties thereto to, execute, the Ancillary Agreements (except for the IP Agreements), as applicable; (v) Purchaser shall pay the Initial Purchase Price to Sellers to the Purchase Price Bank Accounts in accordance with Section 3.2(a); (vi) Sellers shall issue a receipt of the purchase price to Purchaser; (vii) immediately after the execution of the share transfer agreement related to the assignment (Abtretung) of the German Equity Interest, Buckeye Germany shall deliver notice to the German Company regarding the extraordinary termination of the DPLTA with effect as of the assignment (Abtretung) of the German Equity Interest and Buckeye Germany shall cause the German Company to acknowledge the receipt of such termination notice; and (viii) immediately after the transfer of the French Equity Interests at the Closing, Purchaser shall execute, in written form (acte sous seing privé), the French Company’s sole shareholder’s decisions and Purchaser shall deliver to GP Nonwovens a copy of such executed minutes, whereby Purchaser, in its capacity as new sole shareholder of the French Company, (i) acknowledges the sale and transfer of the French Equity Interests to Purchaser, (ii) amends the Organizational Documents of the French Company in order to reflect such sale and transfer of the French Equity Interests, (iii) as the case may be, acknowledges the resignations of the members of management (gérants) which it is a partyresignation was required by Purchaser to Sellers in accordance with Section 8.1(e), and (iv) as the case may be, appoints new members of management (gérants) of the French Company. (ib) Each On the Closing Statement Delivery Date, Sellers shall cause to be prepared and delivered to Purchaser a written statement (the “Transaction Payments Statement”) setting forth the Transaction Payments to be made to Continuing Employees in connection with the consummation of AT&T the transactions contemplated by this Agreement. On or as promptly as practicable (and, in any event, not later than the first payroll date that occurs at least five (5) Business Days) after the Closing, Purchaser shall cause to be paid to all Continuing Employees entitled thereto (subject to all Taxes required to be withheld and remitted to a Tax Authority) all of the Investor shall provide a properly completed and executed IRS Form W-9 to NewCoTransaction Payments set forth in the Transaction Payment Statement.

Closing Actions. On Subject to the terms and subject to satisfaction or waiver of the conditions set forth hereinin Article 7, at the Closing, the following actions transactions (the “Transactions”) shall be taken and consummated in the following agreements, certificates and other documents shall be executed and delivered by the Partiesorder set forth below: (a) NewCo Borrower shall consummate the Debt Financing (to the extent not consummated prior to the Closing) in accordance with Section 6.7NBCUniversal may lend, and NewCo Borrower shall (x) use (or cause to be used) a portion of the proceeds of the Debt Financing (other than the proceeds of any revolving credit facility borrowings on the Closing Date under the Debt Financing) to make a contribution to DIRECTV, LLC in an amount equal to $5,800,000,000 (the “Closing Date Payment”) and (y) use (or cause to be used) a portion of the proceeds of the Debt Financing to pay or fund the reimbursement of Financing Expenses and Shared Transaction Expenses in accordance with Section 3.3 and 10.5, as applicable. (b) DIRECTV, LLC shall use the proceeds of the Closing Date Payment to repay in full the outstanding principal amount under the Existing Intracompany Indebtedness on the Closing Date. (c) Investor shall, or shall and/or cause one or more of its Affiliates toSubsidiaries to lend, as applicableto Comcast and/or one or more Subsidiaries of Comcast designated by Comcast (each, consummate a “Comcast Designee”) an aggregate amount not to exceed the Equity Financing (to the extent not consummated prior to the Closing) and contribute the proceeds amount of the Equity Financing to NewCo (by wire transfer consolidated cash and cash equivalents on hand of immediately available funds to the account designated in writing by NewCo to Investor) NBCUniversal and its Subsidiaries as payment of the Estimated Subscription PriceClosing Date, less the NBCUniversal Redemption Price (as defined below), with such loan to be evidenced by an intercompany note in a form that is satisfactory to Comcast in its sole discretion. (db) NewCo (i) NBCUniversal and AT&T HoldCo shall execute and deliver counterparts of enter into a promissory note redemption agreement in the form set forth in attached as Exhibit I A-1 (the “Promissory NoteNBCUniversal Common Unit Redemption Agreement”) ), pursuant to which NewCo NBCUniversal shall lend redeem all of HoldCo’s right, title and interest in and to AT&T Inc., and AT&T Inc. shall borrow from NewCo, an amount equal to the Estimated Subscription Price. Pursuant to the Promissory Note, NewCo shall distribute to AT&T Inc. (833.5991494 NBCUniversal Common Units held by wire transfer of immediately available funds to the account designated in writing by AT&T Inc. to NewCo) an amount in cash equal to the Estimated Subscription Price. (e) NewCo shall issue to Investor, and Investor shall subscribe for and accept from NewCo, the Subscribed UnitsHoldCo, free and clear of all Encumbrances Liens, for an aggregate redemption price equal to $3,200,000,000 in cash (other the “NBCUniversal Redemption Price”) and (ii) Comcast and/or one or more Comcast Designees and HoldCo shall enter into a purchase agreement in the form attached as Exhibit A-2 (the “NBCUniversal Common Unit Purchase Agreement”), pursuant to which Comcast and/or such Comcast Designee(s) shall purchase all of HoldCo’s right, title and interest in and to 1334.121014 NBCUniversal Common Units held by HoldCo, free and clear of all Liens, for an aggregate purchase price equal to $4,821,391,076 in cash (the “NBCUniversal Purchase Price”). (c) (i) NBCUniversal shall deliver to HoldCo the NBCUniversal Redemption Price in immediately available funds by wire transfer to an account of HoldCo with a bank in New York City designated by HoldCo, by notice to NBCUniversal, which notice shall be delivered not later than any two Business Days prior to the Closing Date (or if not so designated, then by certified or official bank check payable in immediately available funds to the order of HoldCo in such amount) and (ii) HoldCo shall deliver to NBCUniversal certificates representing 833.5991494 NBCUniversal Common Units duly endorsed in blank. (i) Comcast shall deliver or cause to be delivered to HoldCo the NBCUniversal Purchase Price in immediately available funds by wire transfer restrictions imposed to an account of HoldCo with a bank in New York City designated by federal HoldCo, by notice to Comcast, which notice shall be delivered not later than two Business Days prior to the Closing Date (or if not so designated, then by certified or official bank check payable in immediately available funds to the order of HoldCo in such amount) and state securities laws(ii) HoldCo shall deliver to Comcast and/or each applicable Comcast Designee certificates representing 1334.121014 NBCUniversal Common Units, under in the NewCo Operating aggregate, duly endorsed in blank. (e) GE, NBCH and HoldCo shall consummate the transactions contemplated by Section 9(b)(iv) of the Tax Matters Agreement pursuant to the Assignment and Assumption Agreement attached as Exhibit B (the Delaware Act“TMA Assignment and Assumption Agreement”). (f) NewCo shall issue to AT&T HoldCo, and AT&T HoldCo shall subscribe for distribute as a dividend to NBCH (i) the rights and accept from NewCo, obligations transferred pursuant to the Junior Preferred Units TMA Assignment and Common Catch-Up Units, free and clear of all Encumbrances (other than any transfer restrictions imposed by federal and state securities laws, under the NewCo Operating Assumption Agreement and (ii) an amount of cash equal to the Delaware ActNBCUniversal Redemption Price plus the NBCUniversal Purchase Price (the “HoldCo Distribution”). (g) Each Party (and its applicable Affiliates) HoldCo shall execute and deliver to NBCH the NewCo Operating Agreement cash portion of the HoldCo Distribution in immediately available funds by wire transfer to an account of NBCH with a bank in New York City designated by NBCH, by notice to HoldCo, which notice shall be delivered not later than two Business Days prior to the other PartiesClosing Date (or if not so designated, and NewCo shall adopt then by certified or official bank check payable in immediately available funds to the NewCo Operating Agreementorder of NBCH in such amount). (h) Each The members of NewCoNBCUniversal shall enter into an amendment to the NBCUniversal LLC Agreement in the form attached as Exhibit C (the “NBCUniversal LLC Agreement Amendment”), AT&T, Investor, or one or more of their respective Subsidiaries shall execute and deliver counterparts of each pursuant to which 90% of the Ancillary Agreements remaining NBCUniversal Common Units held by HoldCo (after giving effect to which it is a partythe transactions contemplated by the NBCUniversal Common Unit Redemption Agreement and the NBCUniversal Common Unit Purchase Agreement) shall be converted into preferred units in NBCUniversal (the “NBCUniversal Preferred Units”). The form attached as Exhibit C shall be revised prior to the Closing Date to include the terms of the Common Units and Preferred Units and the provisions relating thereto as they exist in the Second Amended and Restated NBCUniversal LLC Agreement (as defined below). (i) Each HoldCo, the Bank of AT&T New York Mellon, as the trustee, and certain guarantors shall enter into an indenture substantially in the Investor form attached as Exhibit D (the “Indenture”). (j) HoldCo shall provide consummate the HoldCo Third Party Financing, and if applicable, the Excluded HoldCo Third Party Financing and/or the Additional HoldCo Third Party Financing. (k) HoldCo shall (i) execute and distribute as a properly completed dividend to NBCH unsecured notes in the forms attached as Exhibit E-1, Exhibit E-2, Exhibit E-3 and executed IRS Form W-9 Exhibit E-4, in the principal amounts of $700,000,000, $700,000,000, $1,100,000,000 and $1,500,000,000, respectively, subject to NewCo.reduction in

Closing Actions. On the terms and subject i. Incomnet shall concurrently herewith deliver to the conditions set forth herein, Ciera at the Closing, the following actions shall be taken and the following agreements, certificates and other documents shall be executed and delivered by the Parties: (a) NewCo Borrower shall consummate the Debt Financing (to the extent not consummated prior to the Closing) in accordance with Section 6.7, and NewCo Borrower shall (x) use (or cause to be used) a portion Facilities all of the proceeds of the Debt Financing (other than the proceeds of any revolving credit facility borrowings on the Closing Date under the Debt Financing) to make a contribution to DIRECTV, LLC in an amount equal to $5,800,000,000 (the “Closing Date Payment”) and (y) use (or cause to be used) a portion of the proceeds of the Debt Financing to pay or fund the reimbursement of Financing Expenses and Shared Transaction Expenses in accordance with Section 3.3 and 10.5, as applicable. (b) DIRECTV, LLC shall use the proceeds of the Closing Date Payment to repay in full the outstanding principal amount under the Existing Intracompany Indebtedness on the Closing Date. (c) Investor shall, or shall cause one or more of its Affiliates to, as applicable, consummate the Equity Financing (to the extent not consummated prior to the Closing) and contribute the proceeds of the Equity Financing to NewCo (by wire transfer of immediately available funds to the account designated in writing by NewCo to Investor) as payment of the Estimated Subscription Price. (d) NewCo and AT&T shall execute and deliver counterparts of a promissory note in the form set forth in Exhibit I (the “Promissory Note”) pursuant to which NewCo shall lend to AT&T Inc., and AT&T Inc. shall borrow from NewCo, an amount equal to the Estimated Subscription Price. Pursuant to the Promissory Note, NewCo shall distribute to AT&T Inc. (by wire transfer of immediately available funds to the account designated in writing by AT&T Inc. to NewCo) an amount in cash equal to the Estimated Subscription Price. (e) NewCo shall issue to Investor, and Investor shall subscribe for and accept from NewCo, the Subscribed UnitsAssets, free and clear of all Encumbrances (other than any transfer restrictions imposed by federal and state securities lawsEncumbrances, under pursuant to the NewCo Operating Agreement form of bill of sale attached heret▇ ▇▇ Exhibit "A" and the form of assignment and assumption agreement attached hereto as Exhibit "B" (the "Assignment and Assumption Agreement"); ii. Incomnet shall promptly file with the Secretary of State of the State of Delaware Act)an amendment to its certificate of incorporation, changing the name of Incomnet, and shall promptly upon receipt, provide evidence of such filing to Ciera; and iii. Incomnet shall concurrently herewith cause (A) the liens held by Gold & Appel and Seller Stockholder (▇▇▇ any other liens held by any other Person) to be released, and (B) if necessary, the filing of all necessary UCC termination statements to evidence the termination of such liens. i. Ciera shall concurrently herewith assume from Incomnet all of the Assumed Liabilities pursuant to the form of Assignment and Assumption Agreement; ii. Ciera shall concurrently herewith pay to Incomnet $1,750,000.00 in immediately available funds (f) NewCo shall issue to AT&T HoldCo, and AT&T HoldCo shall subscribe for and accept from NewCothe "Cash Consideration"). At Incomnet's request, the Junior Preferred Units Cash Consideration may be wired directly to Incomnet's senior secured creditor in satisfaction of a portion of Incomnet's senior secured debt; iii. Ciera shall concurrently herewith deliver to Incomnet a promissory note in the principal amount of $750,000 (the "Note"), which Note shall bear interest at the rate of eight percent (8%) per annum and Common Catch-Up Units, free shall be due and clear of all Encumbrances (other than any transfer restrictions imposed by federal and state securities laws, under the NewCo Operating Agreement and the Delaware Act).payable as follows: (g1) Each Party (monthly installments of interest only, due and its applicable Affiliates) shall execute and deliver payable on the NewCo Operating Agreement to the other Parties, and NewCo shall adopt the NewCo Operating Agreement. (h) Each of NewCo, AT&T, Investor, or one or more of their respective Subsidiaries shall execute and deliver counterparts same day of each of the Ancillary Agreements first, second and third months after the Effective Date, (2) monthly installments of $50,000 each, due and payable on the same day of each of the fourth and fifth months after the Effective Date, to which it is a party. (i) Each of AT&T be applied first to interest and the Investor remainder, if any, to principal, and (3) one final payment of the entire outstanding principal balance of the Note, together with all accrued but unpaid interest thereon, on the date that is six months after the Effective Date. The Note shall provide be secured by a properly completed second lien on the Accounts Receivable, subordinated to the liens of Ciera's senior secured lender, RFC Capital Corporation; and iv. GlobalCom shall concurrently herewith issue and executed IRS Form W-9 deliver to NewCoIncomnet 125,000 shares of common stock of GlobalCom, par value $.001 per share (the "GlobalCom Stock"). Ciera and GlobalCom acknowledge and agree that Incomnet shall have the right to transfer and assign all of its rights, titles and interests in and to the Cash Consideration, the Note and the GlobalCom Stock to Seller Stockholder.

Closing Actions. On Simultaneously with, or immediately following, this Agreement becoming effective, the terms respective parties thereto shall enter into each other Transaction Document and subject to the conditions set forth herein, at the Closing, the following actions shall be taken and the following agreements, certificates and other documents deliveries shall be executed made (such actions and delivered by deliveries, the Parties:“Closing Actions”): (a) NewCo Borrower First, LIN-Texas shall consummate the Debt Financing (contribute to the extent not consummated prior to the Closing) in accordance with Section 6.7Station Venture, and NewCo Borrower Station Venture shall (x) use (or cause to be used) a portion of the proceeds of the Debt Financing (other than the proceeds of any revolving credit facility borrowings on the Closing Date under the Debt Financing) to make a contribution to DIRECTVaccept from LIN-Texas, LLC in an amount equal to $5,800,000,000 (the “Closing Date Payment”) and (y) use (or cause to be used) a portion of the proceeds of the Debt Financing to pay or fund the reimbursement of Financing Expenses and Shared Transaction Expenses in accordance with Section 3.3 and 10.5, as applicable100,000,000. (b) DIRECTVSecond, LLC shall use the proceeds in partial payment of the Closing Date Payment Loan (as defined in the Credit Agreement), Station Venture shall pay to repay in full GE Capital an aggregate amount equal to (i) $100,000,000 plus (ii) the outstanding principal amount of accrued but unpaid interest under the Existing Intracompany Indebtedness Credit Agreement as of the date of this Agreement (the payment of the amount described in clause (ii), the “Interest Payment”); provided that, if GE and LIN would be obligated pursuant to the GE Shortfall Funding Agreements and the LIN Shortfall Funding Agreements, respectively, to pay or cause to be paid any amounts to Station Venture in respect of the Interest Payment (assuming that the Interest Payment was payable on the Closing Datedate of this Agreement under the Credit Agreement), then (x) NBCH shall pay to Station Venture an amount equal to the aggregate amount payable by GE and LIN pursuant to the GE Shortfall Funding Agreements and the LIN Shortfall Funding Agreements, respectively, in respect of the Interest Payment and (y) Station Venture shall issue a promissory note payable to NBCH in the amount of NBCH’s payment pursuant to the foregoing clause (x). For all purposes of this Agreement, (1) the payment made pursuant to clause (x) of the immediately preceding sentence shall constitute a GE Shortfall Funding and (2) the promissory note issued pursuant to clause (y) of the immediately preceding sentence shall constitute a GE Shortfall Funding Agreement. (c) Investor shallThird, without limiting Section 5.04(a), each of GE Capital and Lone Star (i) shall (and, subject to Section 2.02, hereby does pursuant to this Agreement) fully, irrevocably and unconditionally release and discharge LIN from its obligations under the Guarantee and LIN-Texas from its obligations under the Guarantor Pledge Agreement and (ii) acknowledges and agrees that the Guarantee and Guarantor Pledge Agreement shall be (and, subject to Section 2.02, hereby are pursuant to this Agreement) terminated and LIN and LIN-Texas shall have no further liability or obligation thereunder and no action shall cause one or more of its Affiliates to, as applicable, consummate the Equity Financing (be required by any other Person to the extent not consummated prior to the Closing) and contribute the proceeds of the Equity Financing to NewCo (by wire transfer of immediately available funds to the account designated in writing by NewCo to Investor) as payment of the Estimated Subscription Priceeffect such terminations. (d) NewCo Fourth, GE Capital and AT&T Lone Star shall execute sell and deliver counterparts of a promissory note in the form set forth in Exhibit assign to NBCU I, and NBCU I (the “Promissory Note”) shall purchase and assume from GE Capital and Lone Star, pursuant to which NewCo shall lend to AT&T Inc.the GE Capital Assignment and Assumption Agreement, all of the rights and obligations of GE Capital and Lone Star, as applicable, under the Credit Agreement, the Venture Pledge Agreement, the Venture Security Agreement and the LP Security Agreement (including all related pledges, guarantees, security agreements and related rights), and AT&T Inc. in consideration therefor NBCU I shall borrow from NewCopay to GE Capital $602,000,000. For the avoidance of doubt, an amount equal to NBCU I shall not acquire any rights under the Estimated Subscription Price. Pursuant to Guarantee, the Promissory Note, NewCo shall distribute to AT&T Inc. (by wire transfer of immediately available funds to the account designated in writing by AT&T Inc. to NewCo) an amount in cash equal to the Estimated Subscription PriceGuarantor Pledge Agreement or any Affiliate Arrangements. (e) NewCo Fifth, GE Capital shall issue take all actions, to Investorthe extent set forth in Section 5.01(c)(ii), and Investor shall subscribe for and accept from NewCoto transfer to NBCU I collateral pledged under the Venture Pledge Agreement, the Subscribed Units, free and clear of all Encumbrances (other than any transfer restrictions imposed by federal and state securities laws, under the NewCo Operating Venture Security Agreement and the Delaware Act)LP Security Agreement. (f) NewCo Sixth, NBCH shall issue (and, subject to AT&T HoldCoSection 2.02, hereby does pursuant to this Agreement) transfer and assign to NBCU I, and AT&T HoldCo NBCU I shall subscribe for (and, subject to Section 2.02, hereby does pursuant to this Agreement) acquire and accept assume from NewCoNBCH, all of NBCH’s rights in respect of the Junior Preferred Units and Common Catch-Up Units, free and clear of all Encumbrances (other than any transfer restrictions imposed by federal and state securities laws, under the NewCo Operating Agreement GE Shortfall Funding Agreements and the Delaware ActGE Shortfall Fundings and NBCH shall deliver to NBCU I each of the related promissory notes as set forth in Section 5.01(c)(iv), or an affidavit of lost note in relation to same, and in consideration therefor NBCU I shall pay to NBCH $1.00. (g) Each Party Seventh, without limiting Section 5.04(a), GE shall (and, subject to Section 2.02, hereby does pursuant to this Agreement) fully, irrevocably and unconditionally waive all of its and its applicable Affiliates’ rights in respect of the NBCU Shortfall Funding Agreements and the NBCU Shortfall Fundings, including all rights under the Master Agreement (including numbered paragraph 1 of Section 6.26(c) shall execute and deliver of the NewCo Operating Agreement to the other PartiesNBCU Disclosure Letter (as defined therein)), and NewCo in consideration therefor NBCU I shall adopt the NewCo Operating Agreementpay to NBCH $1.00. (h) Each Eighth, LIN Television and LIN-Texas shall transfer and assign to NBCU I, and NBCU I shall acquire and assume from LIN Television and LIN-Texas, pursuant to the LIN Assignment and Assumption Agreement, all of NewCoLIN Television’s and LIN-Texas’ rights in respect of the LIN Shortfall Funding Agreements and the LIN Shortfall Fundings, AT&T, Investor, or one or more of their respective Subsidiaries and LIN shall execute and deliver counterparts of cause to be delivered to NBCU I each of the Ancillary Agreements related promissory notes as set forth in Section 5.01(c)(v), and in consideration therefor NBCU I shall pay to which it is a partyLIN $1.00. (i) Each Ninth, LIN-Texas shall transfer and assign to NBCU I and NBCU II, and NBCU I and NBCU II shall acquire and assume from LIN-Texas, respectively, pursuant to the LIN Assignment and Assumption Agreement, 95.1% and 4.9% of AT&T the LIN-Texas LLC Interests, and the Investor in consideration therefor NBCU I and NBCU II shall provide a properly completed and executed IRS Form W-9 pay to NewCoLIN-Texas $1.00.

Closing Actions. On the terms and subject to the conditions set forth herein, at At the Closing, the following actions shall be taken and the following agreements, certificates and other documents shall be executed and delivered by the Parties:, (a) NewCo Borrower Parent shall consummate pay or cause to be paid: (i) to each holder of a Share converted into the Debt Financing (right to receive the extent not consummated prior Common Stock Merger Consideration pursuant to the ClosingSection 2.4(a) in accordance with the Distribution Schedule delivered pursuant to Section 6.73.2(b)(ii), and NewCo Borrower shall (x) use (or cause to be used) a portion of the proceeds of the Debt Financing (other than the proceeds of any revolving credit facility borrowings on the Closing Date under the Debt Financing) to make a contribution to DIRECTV, LLC in an amount equal to $5,800,000,000 (the “Closing Date Payment”) and (y) use (or cause to be used) a portion of the proceeds of the Debt Financing to pay or fund the reimbursement of Financing Expenses and Shared Transaction Expenses in accordance with Section 3.3 and 10.5, as applicable. (b) DIRECTV, LLC shall use the proceeds of the Closing Date Payment to repay in full the outstanding principal amount under the Existing Intracompany Indebtedness on the Closing Date. (c) Investor shall, or shall cause one or more of its Affiliates to, as applicable, consummate the Equity Financing (to the extent not consummated prior to the Closing) and contribute the proceeds of the Equity Financing to NewCo (by wire transfer of immediately available funds to the account such bank account(s) designated in writing by NewCo to Investor) as payment such Stockholder in its Letter of Transmittal, such Stockholder’s Common Stock Merger Consideration (less the applicable portion of the Stockholders’ Representative Expense Amount and the Escrow Amount) payable at the Closing in respect of such Stockholder’s Shares (other than such Stockholder’s Dissenting Shares) in the amount set forth in such Distribution Schedule (based on the Estimated Subscription Price. (d) NewCo and AT&T shall execute and deliver counterparts Purchase Price set forth in the Estimated Closing Statement); provided that, in each case, such Stockholder submits a letter of a promissory note transmittal to the Company in the form set forth attached hereto as Exhibit E (a letter of transmittal in Exhibit I such form, a “Letter of Transmittal”), together with Stock Certificate(s) required by this Agreement (the “Promissory Note”which Stock Certificate(s) pursuant shall be deemed delivered with respect to which NewCo shall lend to AT&T Inc., and AT&T Inc. shall borrow from NewCo, an amount equal any Stock Certificate held or otherwise recorded in any digital stockholder management system) at least three (3) Business Days prior to the Estimated Subscription Price. Pursuant Closing Date; provided further, that a Stockholder may submit its Letter of Transmittal to the Promissory NoteSurviving Corporation following the Closing Date and Parent shall make (or cause to be made) the payment described in this Section 3.3(a)(i) as promptly as practicable thereafter (and in no event later than five (5) Business Days after receipt thereof); (ii) to the Company, NewCo shall distribute to AT&T Inc. (by wire transfer of immediately available funds to such bank account(s) designated in writing by the Company no less than two (2) Business Days prior to the Closing, for the benefit of the Eligible Option Holders, the aggregate Option Merger Consideration (less the applicable portion of the Stockholders’ Representative Expense Amount and the Escrow Amount attributable to the Option Merger Consideration, in each case, as set forth in the Distribution Schedule) payable at the Closing to all Eligible Option Holders in the amount set forth in the Distribution Schedule (based on the Estimated Purchase Price set forth in the Estimated Closing Statement). The Company shall pay or cause to be paid to each Eligible Option Holder no later than the Company’s next scheduled date of payroll following the Closing the Option Merger Consideration to which such holder is entitled pursuant to Section 2.6 and in accordance with the Distribution Schedule with respect thereto, such payments to be made net of any applicable withholding Tax; provided, that, in each case, such Eligible Option Holder executes and delivers an Option Cancellation and Release Agreement to the Company prior to the Closing Date; provided, further, that an Eligible Option Holder may execute and deliver an Option Cancellation and Release Agreement to the Surviving Corporation within five (5) days following the Closing Date, and the Company shall make (or cause to be made) the payment described in this Section 3.3(a)(ii) as promptly as practicable thereafter (and in no event later than the Company’s next scheduled payroll date following the receipt of such agreement by the Eligible Option Holder). (iii) to the Escrow Agent, by wire transfer of immediately available funds to such bank account designated in writing by AT&T Inc. the Escrow Agent, for deposit in an escrow account (the “Escrow Account”), the Escrow Amount, to NewCobe held in the Escrow Account and distributed by the Escrow Agent in accordance with the terms of the Escrow Agreement and this Agreement; (iv) an to the Stockholders’ Representative, by wire transfer of immediately available funds to a bank account(s) designated in writing by the Stockholders’ Representative prior to the Closing (such account, the “Stockholders’ Representative Expense Account”), the Stockholders’ Representative Expense Amount to be used as a fund to pay costs, fees and expenses incurred by the Stockholders’ Representative in its capacity as such on or after the Closing Date and which shall be paid or distributed at the direction of the Stockholders’ Representative in accordance with Section 3.4(h); (v) (A) the Indebtedness Payoff Amount, on behalf of the Company to the lenders thereof in accordance with the Payoff Letters for the Specified Funded Indebtedness, and (B) the portion of the Contingent Payment Amount, if any, as indicated in the Estimated Closing Statement, which is owing based on the Common Stock Merger Consideration paid at the Closing, and the Option Merger Consideration paid at the Closing, as indicated on the Estimated Closing Statement to the bank account(s) designated in writing by the Company prior to the Closing on behalf of the Persons entitled to receive such portion of the Contingent Payment; and (vi) the applicable portion of the Estimated Transaction Expenses (other than the ▇▇▇▇▇▇▇▇ Set Aside Amount), by wire transfer of immediately available funds, to each of the payees thereof (on behalf of the Company) in accordance with the Payoff Letters or Invoices delivered by the Company (and the wiring instructions set forth therein) no less than three (3) Business Days prior to the Closing; provided, however, that to the extent that any unpaid Estimated Transaction Expenses are compensatory, then Parent shall pay or cause to be paid such amounts to the Company or the appropriate Company Subsidiary, as specified by the Company in writing no later than two (2) Business Days prior to the Closing Date, for further distribution through the appropriate payroll system, subject to applicable payroll and withholding taxes, to the designated service provider recipients, and (B) no amount in cash equal respect of the ▇▇▇▇▇▇▇▇ Bonus Letter shall be paid at the Closing to ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, and the Estimated Subscription Price▇▇▇▇▇▇▇▇ Set Aside Amount shall be paid and distributed in accordance with Section 3.5. (eb) NewCo shall issue to Investor, and Investor shall subscribe for and accept from NewCoParent, the Subscribed Units, free and clear of all Encumbrances (other than any transfer restrictions imposed by federal and state securities laws, under the NewCo Operating Agreement Stockholders’ Representative and the Delaware Act). (f) NewCo shall issue to AT&T HoldCo, and AT&T HoldCo shall subscribe for and accept from NewCo, the Junior Preferred Units and Common Catch-Up Units, free and clear of all Encumbrances (other than any transfer restrictions imposed by federal and state securities laws, under the NewCo Operating Agreement and the Delaware Act). (g) Each Party (and its applicable Affiliates) Escrow Agent shall execute and deliver the NewCo Operating Agreement to the other Parties, and NewCo shall adopt the NewCo Operating Escrow Agreement. (hc) Each of NewCo, AT&T, Investor, or one or more of their respective Subsidiaries The Stockholders’ Representative shall execute deliver to Parent each Option Cancellation and deliver counterparts of Release Agreement that has been duly executed by the Company and each of Option Holder prior to the Ancillary Agreements to which it is a partyClosing. (id) Each The Company shall deliver to Parent the Payoff Letters in respect of AT&T and the Investor shall provide a properly completed and Indebtedness Payoff Amount, duly executed IRS Form W-9 to NewCoby the holders of such Specified Funded Indebtedness.

Closing Actions. On the terms and subject to the conditions set forth herein, at (a) At the Closing, the following actions shall be taken and the following agreements, certificates and other documents shall be executed and delivered by the Partiessubject to Section 2.4: (ai) NewCo Borrower Buyer shall consummate make the Debt Financing following payments: (to the extent not consummated prior to the Closing) in accordance with Section 6.7, and NewCo Borrower shall (x) use (or cause to be used) a portion of the proceeds of the Debt Financing (other than the proceeds of any revolving credit facility borrowings on the Closing Date under the Debt FinancingA) to make a contribution to DIRECTV, LLC in Seller an amount equal to $5,800,000,000 (the “Closing Date Payment”) and (y) use (or cause to Estimated Purchase Price less the Aggregate Escrow Amount, which amount shall be used) a portion of the proceeds of the Debt Financing to pay or fund the reimbursement of Financing Expenses and Shared Transaction Expenses in accordance with Section 3.3 and 10.5, as applicable. (b) DIRECTV, LLC shall use the proceeds of the Closing Date Payment to repay in full the outstanding principal amount under the Existing Intracompany Indebtedness on the Closing Date. (c) Investor shall, or shall cause one or more of its Affiliates to, as applicable, consummate the Equity Financing (to the extent not consummated prior to the Closing) and contribute the proceeds of the Equity Financing to NewCo (paid by wire transfer of immediately available funds to the an account designated by Seller to Buyer in writing by NewCo no later than two (2) Business Days prior to Investorthe Closing Date; (B) as payment with respect to each Payoff Letter provided to Seller in accordance with Section 6.12, the amount of Company Debt set forth therein to the lender or lenders entitled thereto, which amounts shall be paid in accordance with the instructions set forth in the applicable Payoff Letter; (C) with respect to each Person entitled to receive a portion of the Estimated Subscription Price.Seller Transaction Expenses, the amount of such portion of the Estimated Seller Transaction Expenses, which shall be paid to such Person in accordance with the instructions provided by Seller to Buyer in writing no later than two (2) Business Days prior to Closing (which instructions may, for the avoidance of doubt, provide for any such payment to be made the Company for further payment at Closing to the applicable Person); and (dD) NewCo the Purchase Price Adjustment Escrow Amount into the Purchase Price Adjustment Escrow Account and AT&T shall execute and deliver counterparts of a promissory note the Indemnity Escrow Amount into the Indemnity Escrow Account, in the form set forth in Exhibit I (the “Promissory Note”) each case pursuant to which NewCo shall lend to AT&T Inc., and AT&T Inc. shall borrow from NewCo, an amount equal to the Estimated Subscription Price. Pursuant to terms of the Promissory Note, NewCo shall distribute to AT&T Inc. (by wire transfer of immediately available funds to the account designated in writing by AT&T Inc. to NewCo) an amount in cash equal to the Estimated Subscription Price. (e) NewCo shall issue to Investor, and Investor shall subscribe for and accept from NewCo, the Subscribed Units, free and clear of all Encumbrances (other than any transfer restrictions imposed by federal and state securities laws, under the NewCo Operating Agreement and the Delaware Act). (f) NewCo shall issue to AT&T HoldCo, and AT&T HoldCo shall subscribe for and accept from NewCo, the Junior Preferred Units and Common Catch-Up Units, free and clear of all Encumbrances (other than any transfer restrictions imposed by federal and state securities laws, under the NewCo Operating Agreement and the Delaware Act). (g) Each Party (and its applicable Affiliates) shall execute and deliver the NewCo Operating Agreement to the other Parties, and NewCo shall adopt the NewCo Operating Escrow Agreement. (hii) Each of NewCoBuyer shall deliver to Seller the following: (A) the Escrow Agreement, AT&T, Investor, or one or more of their respective Subsidiaries shall execute duly executed by Buyer and deliver counterparts of each of the Ancillary Agreements to which it is a partyEscrow Agent. (iiii) Each Seller shall deliver to Buyer: (A) all proper and necessary instruments for the conveyance of AT&T all of Seller’s right, title and interest in, to and under the Investor shall provide a properly completed and Company Interests; and (B) the Escrow Agreement, duly executed IRS Form W-9 to NewCoby Seller.