Common use of Closing Transactions Clause in Contracts

Closing Transactions. At the Closing, the parties shall take the actions and deliver the documents identified in this Section 5.2. The Closing shall not be deemed to have taken place, and the transactions contemplated by this Agreement shall not be deemed to have been consummated, unless all of the closing transactions identified in this Section 5.2 have been completed or waived in writing by the parties. (a) The Seller shall deliver to the Buyer an executed copy of the ▇▇▇▇ of Sale; (b) Each of the parties shall execute and deliver to the other a copy of the Assignment and Assumption Agreement; (c) The Buyer shall deliver to the Seller a cashiers check or wire transfer funds for that portion of the Purchase Price specified in Section 2.1(b) hereof; (d) Each of the parties shall execute and deliver to the other a fully executed copy of the Management Services Agreement; (e) The Seller shall deliver Restricted Stock Agreements to the Buyer executed respectively by each of the Eligible Parties (as defined in the Management Services Agreement), and the Buyer shall execute and deliver to the Seller Restricted Stock Agreements for each of the Eligible Parties, respectively; (f) The Buyer shall deliver to the Seller stock certificates issued in the names of the Eligible Parties as required under the terms of the Restricted Stock Agreements. (g) The Seller shall deliver Stockholder Non-Competition Agreements to the Buyer executed by the Seller and by each of the Eligible Parties, respectively; (h) Each of the parties shall execute and deliver to the other an Office Sublease relating to each of the premises identified in Schedule 1.1(f); and (i) Each of the parties shall execute and deliver to the other a copy of the Medical Equipment Master Lease.

Closing Transactions. At the Initial Closing, the parties shall take the actions and deliver the documents identified in this Section 5.2. The Closing shall not be deemed to have taken place, and the transactions contemplated by this Agreement shall not be deemed to have been consummated, unless all of the closing transactions identified in this Section 5.2 have been completed or waived in writing by the parties.: (a) The Seller With respect to the Assignable Sites, the Verizon Contributors holding such Assignable Sites shall contribute, convey, assign, transfer and deliver to the Buyer an executed copy applicable Sale Site Subsidiary, and such Sale Site Subsidiary shall acquire, accept and assume from such Verizon Contributors, all of their respective right, title and interest in, to and under the ▇▇▇▇ Included Property of Salesuch Assignable Sites, the related Collocation Agreements and all Post-Closing Liabilities with respect to such Assignable Sites, and the Verizon Contributors shall retain responsibility for all Excluded Liabilities and Pre-Closing Liabilities; (b) Each Subject to the adjustments and prorations described in Section 2.8, Acquiror shall pay to Verizon the Consideration in immediately available funds. Such funds shall be delivered by wire transfer to an account designated by Verizon (on behalf of the parties shall execute Verizon Contributors, their Affiliates and deliver the Verizon Lessors) by written notice to Acquiror delivered not later than three Business Days prior to the other a copy of the Assignment and Assumption AgreementInitial Closing Date; (c) The Buyer shall deliver With respect to the Seller a cashiers check or wire Lease Sites, the applicable Verizon Lessor holding such Lease Sites shall Lease to the Tower Operator the Included Property of such Lease Sites, transfer funds and assign to the Tower Operator all Collocation Agreements related to such Lease Sites and assign and delegate to the Tower Operator, and the Tower Operator shall accept and assume, all Post-Closing Liabilities with respect to such Lease Sites, in each case, by the execution and delivery of, and subject to, the Tower Operator General Assignment and Assumption Agreement and the MPL, and the Verizon Lessor shall retain responsibility for that portion of the Purchase Price specified in Section 2.1(b) hereofall related Excluded Liabilities and Pre-Closing Liabilities; (d) The applicable Verizon Parties shall sell, convey, assign, transfer and deliver to Acquiror (or one of its Affiliates designated by Acquiror) all of the issued and outstanding limited liability company membership interests in the Sale Site Subsidiaries (collectively, the “Sale Site Subsidiary Interests”) free and clear of all Liens, and Acquiror shall purchase, acquire and assume the Sale Site Subsidiary Interests from the applicable Verizon Parties. Each of the parties applicable Verizon Parties and Acquiror shall execute and deliver an assignment and assumption agreement, substantially in the form of Exhibit J (the “Membership Interest Assignment and Assumption Agreement”) pursuant to which the other a fully executed copy Sale Site Subsidiary Interests of the Management Services AgreementVerizon Parties shall be transferred to Acquiror; (e) The Seller shall deliver Restricted Stock Agreements With respect to the Buyer executed respectively by each of Managed Sites, the Eligible Parties (as defined in Verizon Contributors and the Verizon Lessors holding such Managed Sites shall enter into the Management Services Agreement), and shall assign and delegate to the Tower Operator and the Sale Site Subsidiaries, as applicable, and the Buyer Tower Operator and the Sale Site Subsidiaries, as applicable, shall execute accept and deliver assume, all Post-Closing Liabilities with respect to such Managed Sites, and the Seller Restricted Stock Agreements Verizon Contributors or Verizon Lessors, as applicable, shall retain responsibility for each of the Eligible Parties, respectivelyall related Excluded Liabilities and Pre-Closing Liabilities; (f) The Buyer Tower Operator, Verizon and the Verizon Collocators shall deliver to enter into the Seller stock certificates issued in MPL Site Master Lease Agreement and each Sale Site Subsidiary, Verizon and the names of Verizon Collocators shall enter into the Eligible Parties as required under the terms of the Restricted Stock Agreements.Sale Site Master Lease Agreement; (g) The Seller shall deliver Stockholder Non-Competition Agreements to the Buyer executed by the Seller and by each of the Eligible Verizon Parties, respectivelythe Verizon Lessors, the Tower Operator and the Sale Site Subsidiaries shall enter into the Transition Services Agreement and the Joinder Agreement; (h) Each of The Verizon Parties, the parties Verizon Lessors, the Verizon Collocators, the Sale Site Subsidiaries, Acquiror and the Tower Operator shall duly execute and deliver the certificates and other contracts, documents and instruments required to be delivered under Article 10, including the other an Office Sublease relating to each of the premises identified Collateral Agreements, or in Schedule 1.1(f)accordance with Section 9.3; and (i) Each Portfolio Site will be designated either as an MPL Site, a Sale Site or an Excluded Site in accordance with the terms of this Agreement. (j) Verizon will instruct Intralinks to provide Acquiror with the same access to the Data Room as Verizon has as of the parties shall execute date of this Agreement, including the ability to print and deliver download any documents and data, and control over the content of and access to the other Data Room, which access and control shall not expire or terminate earlier than the date that is 90 days following the Initial Closing Date, or will otherwise provide Acquiror with a copy of the Medical Equipment Master Leasematerials contained in the Data Room.

Closing Transactions. At the Initial Closing, the parties shall take the actions and deliver the documents identified in this Section 5.2. The Closing shall not be deemed to have taken place, and the transactions contemplated by this Agreement shall not be deemed to have been consummated, unless all of the closing transactions identified in this Section 5.2 have been completed or waived in writing by the parties.: (a) The Seller With respect to the Contributable Sites, the AT&T Contributors holding such Contributable Sites shall contribute, convey, assign, transfer and deliver to the Buyer an executed copy applicable AT&T Newco, and such AT&T Newco shall acquire, accept and assume from such AT&T Contributors, all of their respective right, title and interest in, to and under the ▇▇▇▇ Included Property of Salesuch Contributable Sites, the related Collocation Agreements, and all Post-Closing Liabilities with respect to such Contributable Sites, and the AT&T Contributors shall retain responsibility for all Excluded Liabilities and Pre-Closing Liabilities; (b) Each of With respect to the parties Assignable Sites, the AT&T Contributors holding such Assignable Sites shall execute contribute, convey, assign, transfer and deliver to the other a copy applicable Sale Site Subsidiary, and such Sale Site Subsidiary shall acquire, accept and assume from such AT&T Contributors, all of their respective right, title and interest in, to and under the Assignment Included Property of such Assignable Sites, the related Collocation Agreements and Assumption Agreementall Post-Closing Liabilities with respect to such Assignable Sites, and the AT&T Contributors shall retain responsibility for all Excluded Liabilities and Pre-Closing Liabilities; (c) The Buyer shall deliver Subject to the Seller a cashiers check or adjustments and prorations described in Section 2.8, Acquiror shall pay to AT&T the Consideration in immediately available funds. Such funds shall be delivered by wire transfer funds for that portion to an account designated by AT&T (on behalf of the Purchase Price specified in Section 2.1(bAT&T Contributors, their Affiliates and the AT&T Newcos) hereofby written notice to Acquiror delivered not later than three Business Days prior to the Initial Closing Date; (d) Each With respect to the Lease Sites, the applicable AT&T Newco holding such Lease Sites shall Lease to the Tower Operator the Included Property of such Lease Sites, transfer and assign to the Tower Operator all Collocation Agreements related to such Lease Sites and assign and delegate to the Tower Operator, and the Tower Operator shall accept and assume, all Post-Closing Liabilities with respect to such Lease Sites, in each case, by the execution and delivery of the parties shall execute Tower Operator General Assignment and deliver to Assumption Agreement and the other a fully executed copy of the Management Services AgreementMPL; (e) The Seller applicable AT&T Parties shall sell, convey, assign, transfer and deliver Restricted Stock Agreements to the Buyer executed respectively Acquiror (or one of its Affiliates designated by each Acquiror) all of the Eligible Parties (as defined issued and outstanding limited liability company membership interests in the Management Services Agreement)Sale Site Subsidiaries (collectively, the “Sale Site Subsidiary Interests”) free and clear of all Liens, and Acquiror shall purchase, acquire and assume the Buyer Sale Site Subsidiary Interests from the applicable AT&T Parties. Each of the applicable AT&T Parties and Acquiror shall execute and deliver an assignment and assumption agreement, substantially in the form of Exhibit M (the “Membership Interest Assignment and Assumption Agreement”) pursuant to which the Seller Restricted Stock Agreements for each Sale Site Subsidiary Interests of the Eligible Parties, respectivelyAT&T Parties shall be transferred to Acquiror; (f) The Buyer shall deliver With respect to the Seller stock certificates issued in Managed Sites, the names of AT&T Contributors and the Eligible Parties AT&T Newcos holding such Managed Sites shall enter into the Management Agreement, and shall assign and delegate to the Tower Operator and the Sale Site Subsidiaries, as required under applicable, and the terms of Tower Operator and the Restricted Stock Agreements.Sale Site Subsidiaries, as applicable, shall accept and assume, all Post-Closing Liabilities with respect to such Managed Sites; (g) The Seller Tower Operator, AT&T and the AT&T Collocators shall deliver Stockholder Non-Competition Agreements to enter into the Buyer executed by MPL Site MLA and each Sale Site Subsidiary, AT&T and the Seller and by each of AT&T Collocators shall enter into the Eligible Parties, respectivelySale Site MLA; (h) Each of The AT&T Parties, the parties AT&T Newcos, the Tower Operator and the Sale Site Subsidiaries shall enter into the Transition Services Agreement; (i) The AT&T Parties, the AT&T Newcos, the AT&T Collocators, the Sale Site Subsidiaries, Acquiror and the Tower Operator shall duly execute and deliver the certificates and other contracts, documents and instruments required to be delivered under Article 10, including the other Collateral Agreements, or in accordance with Section 9.3; (j) Each Portfolio Site will be designated either as an Office Sublease relating to each MPL Site, a Sale Site or an Excluded Site in accordance with the terms of the premises identified in Schedule 1.1(f)this Agreement; and (ik) Each AT&T will instruct Intralinks to provide Acquiror with the same access to the Data Room as AT&T has as of the parties shall execute date of this Agreement, including the ability to print and deliver download any documents and data, and control over the content of and access to the other Data Room, which access and control shall not expire or terminate earlier than the date that is 90 days following the Initial Closing Date, or will otherwise provide Acquiror with a copy of the Medical Equipment Master Leasematerials contained in the Data Room.

Closing Transactions. At Concurrently with the Closing, the parties shall take the actions and deliver the documents identified in this Section 5.2. The Closing shall not be deemed to have taken place, and the transactions contemplated by this Agreement shall not be deemed to have been consummated, unless all of the closing transactions identified in this Section 5.2 have been completed or waived in writing by the parties.: (a) The Seller in accordance with Section 2.2(b) and the Estimated Closing Statement, Acquiror shall deliver pay to each Company Stockholder that has (i) delivered a letter of transmittal in the form attached hereto as Exhibit D, duly completed and validly executed in accordance with the instructions thereto, (ii) surrendered the certificate(s) evidencing the Company Stock (the “Company Certificate”) for cancellation (or if the Company Certificate has been lost, stolen or destroyed, delivery of an affidavit of such fact (the “Affidavit”)), and (iii) delivered any required Form W-9 or Form W-8, to Acquiror, an amount equal to the Buyer an executed copy Closing Cash Amount Per Share multiplied by the number of shares of Company Stock represented by the ▇▇▇▇ tendered Company Certificate or Affidavit 20 WA 4941984.13 WCSR 32390522v12 by wire transfer of Saleimmediately available United States funds to one or more bank accounts designated in the letter of transmittal; (b) Each Acquiror shall deposit the Holdback Amount with the Representative, by wire transfer of immediately available United States funds to one or more bank accounts designated by the parties shall execute and deliver to the other a copy of the Assignment and Assumption AgreementRepresentative; (c) The Buyer Acquiror shall deliver to deposit the Seller a cashiers check or Escrow Amount into the Escrow Fund by wire transfer funds for that portion of the Purchase Price specified in Section 2.1(b) hereofimmediately available United States funds; (d) Each of Acquiror shall pay the parties shall execute and deliver Company Debt not paid by the Company prior to the other a fully executed copy of Closing pursuant to the Management Services AgreementEstimated Closing Statement; (e) The Seller Acquiror shall deliver Restricted Stock Agreements pay the Company Bonuses not paid by the Company prior to the Buyer executed respectively by each of Closing to the Eligible Parties (as defined in Company pursuant to the Management Services Agreement), Estimated Closing Statement and the Buyer Company shall execute and deliver pay such Company Bonuses to the Seller Restricted Stock Agreements for each of persons entitled thereto pursuant to the Eligible Parties, respectivelyEstimated Closing Statement; (f) The Buyer Acquiror shall deliver pay the Company Merger Expenses not paid by the Company prior to the Seller stock certificates issued in Closing pursuant to the names of the Eligible Parties as required under the terms of the Restricted Stock Agreements.Estimated Closing Statement; and (g) The Seller shall deliver Stockholder Non-Competition Agreements to Acquiror, the Buyer executed by Company, and the Seller and by each Representative (on behalf of the Eligible Parties, respectively; (hCompany Stockholders) Each of the parties shall execute and deliver to the make such other an Office Sublease relating to each of the premises identified in Schedule 1.1(f); and (i) Each of the parties shall execute and deliver to the other a copy of the Medical Equipment Master Leasedeliveries as are required by Article 9.

Closing Transactions. At Upon the terms and subject to the conditions set forth in this Agreement, the parties agree that at the Closing, the parties shall take the actions and deliver the documents identified in this Section 5.2. The Closing shall not be deemed to have taken place, and the transactions contemplated by this Agreement shall not be deemed to have been consummated, unless all of the closing transactions identified in this Section 5.2 have been completed or waived in writing by the parties.among other things: (i) Black & Decker will cause each Seller of Transferred Assets a) The Seller shall deliver to the Buyer an executed copy of the ▇ ▇▇▇▇ ted on Attachment I to transfer to a Buyer Company designated by Buyer all Transferred Assets of Salesuch Seller and such Buyer Company will assume all Assumed Liabilities of such Seller in accordance with this Agreement; (bii) Each to effect the transfer of the parties Transferred Assets and the assumption of the Assumed Liabilities contemplated by the foregoing clause (i), each Seller of Transferred Assets and a Buyer Company shall execute and deliver (a) a Supplemental Asset Sale Agreement and all exhibits, schedules and attachments thereto, substantially in the form attached hereto as Attachment II and modified to the other extent necessary to comply with the laws of, and to ensure its enforceability in, the nation in which each Glass Machinery Unit to which such Supplemental Asset Sale Agreement relates is located, in a copy manner which as closely comports with the intent of the provisions of this Agreement, the Supplemental Asset Sale Agreement and all exhibits, schedules and attachments thereto as is permitted by such laws and (b) the Intellectual Property Assignment Agreements; (iii) Black & Decker will cause each Seller of Shares as listed on ▇▇▇▇▇▇ment I to transfer to Buyer or a Buyer Company designated by Buyer all Shares of such Seller; (iv) to effect the transfer of the Shares contemplated by the foregoing clause (iii) and Assumption the transfer and assignment of Excluded Assets and Excluded Liabilities from a Glass Machinery Share Company to the Seller of the Shares thereof, each Seller of Shares and a Buyer Company shall execute and deliver a Supplemental Share Sale Agreement and all exhibits, schedules and attachments thereto, substantially in the form attached hereto as Attachment II and modified to the extent necessary to comply with the laws of, and to ensure its enforceability in, the nation in which each Glass Machinery Company to which such Supplemental Share Sale Agreement relates is organized, in a manner which as closely comports with the intent of the provisions of this Agreement, the Supplemental Share Sale Agreement and all exhibits, schedules and attachments thereto as is permitted by such laws; (v) to effect the license of certain rights in respect of certain Intellectual Property, Black & Decker and Buyer shall execute the Trademark Agreement su▇▇▇▇▇▇ially in the form contemplated by Attachment III to this Agreement; (cvi) The Buyer shall deliver to the Seller a cashiers check or wire transfer funds for that portion of the Purchase Price specified in Section 2.1(b) hereof; (d) Each of the parties shall execute Black & Decker and deliver to the other a fully executed copy of the Management Services Agreement; (e) The Seller shall deliver Restricted Stock Agreements to the Buyer executed respectively by each of the Eligible Parties (as defined in the Management Services Agreement), and the Buyer shall execute and deliver to the Seller Restricted Stock Agreements for each Services A▇▇▇▇▇▇nt substantially in the form contemplated by Attachment XIV of the Eligible Parties, respectivelythis Agreement; (fvii) The Buyer shall pay and deliver to Black & Decker, for its own account and as agent for the Seller stock certificates issued in the names Sellers ▇▇ ▇▇count of the Eligible Parties as required under Adjusted Purchase Price, the terms amount of the Restricted Stock Agreements. $178,656,000 in immediately available funds by wire transfer to one single account designated by Black & Decker (g) The Seller which account shall deliver Stockholder Non-Competition Agreements be designated by Black & Decker by writt▇▇ notice to Buyer at least two Business Day▇ ▇▇▇▇r to the Closing Date, or such shorter notice as Buyer executed by the Seller and by each of the Eligible Parties, respectivelyshall agree to accept); (hviii) Each Black & Decker shall deliver resignation letters of the parties shall execute and deliver to members of t▇▇ ▇▇▇rds of directors or the other an Office Sublease relating to each manager board (in case of the premises identified in Schedule 1.1(f); and (i) Each of the parties shall execute and deliver to the other a copy of the Medical Equipment Master LeaseS.r.

Closing Transactions. (a) At the Closing, the parties shall take the actions and Seller will deliver the documents identified in this Section 5.2. The Closing shall not be deemed to have taken place, and the transactions contemplated by this Agreement shall not be deemed to have been consummated, unless all of the closing transactions identified in this Section 5.2 have been completed or waived in writing by the parties.Purchaser: (ai) The Seller shall deliver such appropriately executed deeds (in recordable form), bills of sale, assignments, local asset transfer agreements and other instruments of transfer relating to the Buyer an executed copy of the ▇▇▇▇ of SaleAcquired Assets in form and substance reasonably satisfactory to Purchaser and its counsel; (bii) Each certificates representing the Acquired Shares, duly endorsed in blank or accompanied by stock powers duly endorsed in blank in proper form for transfer, with appropriate transfer stamps, if any, affixed; (iii) an Intellectual Property License Agreement whereby Purchaser will grant a non-exclusive license of the parties shall execute specified Application Technology to Seller and deliver its Affiliates, substantially in the form attached hereto as Exhibit A-1 (the “Technology License Agreement”), duly executed by the applicable Seller entity or its Affiliate; (iv) an Intellectual Property License Agreement whereby Seller will grant an exclusive license of the Polymerization Technology as used in the Cariflex Business as of the Closing Date to Purchaser and its Affiliates, substantially in the form attached hereto as Exhibit A-2 (the “Polymerization License Agreement”), duly executed by the applicable Seller entity or its Affiliate; (v) an assignment of the Acquired Intellectual Property owned by Seller to Purchaser, substantially in the form attached hereto as Exhibit A-3 (the “IP Assignment Agreement”); (vi) a shared site agreement with respect to the other research facility and the warehouse and distribution center that are Retained Assets, substantially in the form attached hereto as Exhibit B (the “Shared Site Agreement”), duly executed by the applicable Seller entity or its Affiliate; (vii) a sublease for a portion of Seller’s research facility located in Amsterdam substantially in the form attached hereto as Exhibit C (the “Amsterdam Sublease”), duly executed by the applicable Seller entity or its Affiliate; (viii) a supply agreement substantially in the form attached hereto as Exhibit D (the “Supply Agreement”), duly executed by the applicable Seller entity or its Affiliate; (ix) a technical services agreement substantially in the form attached hereto as Exhibit E (the “Technical Services Agreement”), duly executed by the applicable Seller entity or its Affiliate; (x) a transition services agreement substantially in the form attached hereto as Exhibit F (the “Transition Services Agreement”), duly executed by the applicable Seller entity or its Affiliate; (xi) a certificate duly executed by an authorized officer of each Seller substantially in the forms attached hereto as Exhibit G-1(A) and Exhibit G-1(B), dated as of the Closing, certifying on behalf of such Seller that the conditions set forth in Section 7.1(a) and Section 7.1(b) have been fulfilled; (xii) a certificate substantially in the forms attached hereto as Exhibit H-1(A) and Exhibit H-1(B) of the secretary or assistant secretary of each Seller dated as of the Closing Date and attaching (1) a copy of each Seller’s governing documents; (2) a certificate of good standing or its equivalent of each Seller entity from the Assignment jurisdiction of organization of such Seller entity, issued not more than five Business Days prior to the Closing Date; and Assumption Agreement(3) resolutions of the governing body of each Seller entity authorizing such Seller entity to enter into and perform the Transaction; (cxiii) The Buyer shall deliver to the Seller a cashiers check or wire transfer funds for that portion resignations of the Purchase Price specified in Section 2.1(b) hereof; (d) Each officers and directors of the parties shall execute and deliver to the other a fully executed copy of the Management Services Agreement; (e) The Seller shall deliver Restricted Stock Agreements to the Buyer executed respectively by each of the Eligible Parties (as defined in the Management Services Agreement), and the Buyer shall execute and deliver to the Seller Restricted Stock Agreements for each of the Eligible Parties, respectively; (f) The Buyer shall deliver to the Seller stock certificates issued in the names of the Eligible Parties as required under the terms of the Restricted Stock Agreements. (g) The Seller shall deliver Stockholder Non-Competition Agreements to the Buyer executed by the Seller and by each of the Eligible Parties, respectively; (h) Each of the parties shall execute and deliver to the other an Office Sublease relating to each of the premises identified in Acquired Entities who are listed on Schedule 1.1(f3.4(a)(xiii); and (xiv) such other documents, instruments and agreements as Purchaser reasonably requests for the purpose of consummating the Transaction. (b) At the Closing, Purchaser will deliver to Seller: (i) Each of the parties shall execute and deliver an amount equal to the Estimated Purchase Price by wire transfer of immediately available funds to the accounts specified by Seller; (ii) a duly executed copy of such appropriately executed deeds (in recordable form), bills of sale, assignments, local asset transfer agreements and other a instruments of transfer relating to the Acquired Assets as are delivered by Seller to Purchaser in accordance with Section 3.4(a)(i); (iii) an accurate and complete copy of the Medical Equipment Master Leaseissued Policy; (iv) the Polymerization License Agreement, duly executed by Purchaser; (v) the Technology License Agreement, duly executed by Purchaser; (vi) the Shared Site Agreement, duly executed by Purchaser; (vii) the Amsterdam Sublease, duly executed by Purchaser; (viii) the Supply Agreement, duly executed by Purchaser; (ix) the Technical Services Agreement, duly executed by Purchaser; (x) the Transition Services Agreement, duly executed by Purchaser; (xi) a certificate duly executed by an authorized officer of Purchaser substantially in the form attached hereto as Exhibit G-2 dated as of the Closing, certifying on behalf of Purchaser that the conditions set forth in Section 7.2(a) and Section 7.2(b) have been fulfilled; (xii) a certificate substantially in the form attached hereto as Exhibit H-2 of the secretary or assistant secretary of Purchaser dated as of the Closing Date and attaching (1) Purchaser’s governing documents; (2) a certificate of good standing or its equivalent of Purchaser from the jurisdiction of organization of Purchaser, issued not more than five Business Days prior to the Closing Date; and (3) resolutions of the governing body of Purchaser authorizing Purchaser and its Affiliates to enter into and perform the Transaction; and (xiii) such other documents, instruments and agreements as Seller reasonably requests for the purpose of consummating the Transaction.

Closing Transactions. At Upon the terms and subject to the conditions set forth in this Agreement, the Parties agree that at the Closing, the parties shall take the actions and deliver the documents identified in this Section 5.2. The Closing shall not be deemed to have taken place, and the transactions contemplated by this Agreement shall not be deemed to have been consummated, unless all of the closing transactions identified in this Section 5.2 have been completed or waived in writing by the parties.among other things: (a) The Seller shall deliver Sellers and the Affiliated Transferors will transfer, or cause to be transferred, to Buyer or, to the extent permitted by Applicable Laws, to other Buyer an executed copy of Companies designated in writing by Buyer (the ▇▇▇▇ of Sale“Buyer Designees”) all Transferred Assets (other than the Managed Transponder Contract Assets), and Buyer or such Buyer Designees, as the case may be, will assume and agree to pay, satisfy and discharge in accordance with their terms, all Assumed Liabilities (other than the Managed Transponder Contract Liabilities); (b) Each LMGT will transfer to MTC the Managed Transponder Contract Assets, and MTC will assume and agree to pay, satisfy and discharge in accordance with their terms, the Managed Transponder Contract Liabilities; (c) to effect the transfer of certain of the parties Transferred Assets and the assumption of the Assumed Liabilities contemplated by the foregoing clause (a), Sellers and Buyers shall execute and deliver to the other a copy of the Assignment and Assumption Agreement; (cd) The Buyer shall deliver to effect the Seller a cashiers check or wire transfer funds for that portion of the Purchase Price specified in Section 2.1(b) hereof; (d) Each Managed Transponder Contract Assets and the assumption of the parties Managed Transponder Contract Liabilities contemplated by the foregoing clause (b), MTC and LMGT shall execute and deliver to the other a fully executed copy of the Management Services MTC Assignment and Assumption Agreement; (e) The Seller shall deliver Restricted Stock Agreements to effect the Buyer executed respectively by each transfer of certain of the Eligible Parties Transferred Assets contemplated by the foregoing clause (as defined in the Management Services Agreementa), applicable Seller Companies and the Buyer Companies shall execute and deliver to the Seller Restricted Stock Agreements for each appropriate assignment agreements in respect of the Eligible Partiesany patents, respectivelypatent applications, trademarks, trademark applications, and copyright registrations constituting Transferred Assets; (f) The applicable Seller Companies and Buyer Companies and MTC shall execute and deliver to the Seller stock certificates issued in Transition Services Agreement, the names of Purchase Agreement and the Eligible Parties as required under the terms of the Restricted Stock Agreements.Trademark License Agreement; (g) The applicable Seller Companies and Buyer Companies shall execute and deliver Stockholder Non-Competition Agreements assignment agreements for the assignment to Buyer or Buyer Designees of the leases relating to the Leased Facilities (other than the Clarksburg Leased Facility); provided, however, that if any landlord of any such Leased Facility is unwilling to release Seller Companies and their Affiliates from all liabilities and obligations under the lease relating to such Leased Facility and is unwilling to include in the consent to any such assignment a recapture provision that would allow the applicable Seller Company to take back the lease in the event of a default by Buyer executed or the applicable Buyer Company under the lease, at the option of Sellers, in lieu thereof, the applicable Seller Company and the applicable Buyer Company shall execute and deliver a sublease agreement for the sublease by such Buyer Company of such Leased Facility on the terms and conditions contemplated by the Seller and by each form of the Eligible Parties, respectivelysublease agreement attached hereto as Attachment IV; (h) Each of the parties applicable Seller Companies and Buyer Companies shall execute and deliver the Clarksburg Sublease Agreement for the sublease to Buyer or other Buyer Companies of that portion of the premises used by the Business pursuant to the other lease relating to the Clarksburg Leased Facility; (i) applicable Seller Companies and Buyer Companies shall execute and deliver the IP License contemplated by Section 5.07; (i) Buyer and MTC shall pay and deliver to Sellers, for Sellers’ accounts and as agents for the Affiliated Transferors, an Office Sublease relating aggregate of Fifty Million Three Hundred and Twenty Nine Thousand Six Hundred and Forty-Nine U.S. Dollars (US$50,329,649.00) in immediately available funds by wire transfer to accounts designated by Sellers by written notice to Buyer at least two Business Days prior to the Closing Date (or such shorter notice as Buyer shall agree to accept) and (ii) Parent shall issue or deliver the Purchase Price Shares (as defined below) to the Shares Recipient, or the Additional Cash Payment (as defined below) to the Seller or the Combination Payment (as defined below) to the Shares Recipient and the Seller, as the case may be, to Lockheed M▇▇▇▇▇ or its Affiliates for the benefit of Sellers; (k) applicable Seller Companies shall deliver to Buyer incumbency certificates of the officers signing the Transaction Documents on behalf of each Seller; (l) applicable Seller Companies shall deliver to Buyer certificates, dated the Closing Date, executed by an officer of each Seller Company, certifying the fulfillment of the conditions set forth in Section 10.02(a) hereof; (m) applicable Seller Companies shall deliver to Buyer (i) certificates, dated the Closing Date, executed by the Secretary, or an Assistant Secretary, of each Seller, certifying (A) resolutions adopted by the Board of Directors of each Seller authorizing the transactions contemplated by this Agreement and the Transaction Documents and (B) that each Seller has the required approval to authorize the transactions contemplated by this Agreement and the Transaction Documents, and (ii) short form certificates of good standing with respect to each of the premises identified Sellers issued by the jurisdiction of its organization as of a date within seven (7) Business Days prior to the Closing Date; (n) Buyers shall deliver to Sellers incumbency certificates of the officers signing the Transaction Documents on behalf of Buyer and MTC and any other Buyer Company that is party to any Transaction Document; (o) Buyers shall deliver to Sellers certificates, dated the Closing Date, executed by an officer of each Buyer and MTC, certifying the fulfillment of the conditions set forth in Schedule 1.1(f)Section 10.03(a) hereof; (p) Buyers shall deliver to Sellers (i) certificates, dated the Closing Date, executed by the Secretary, or an Assistant Secretary, of Buyers and Parent, certifying (A) resolutions adopted by the Board of Directors of Buyers and Parent authorizing the transactions contemplated by this Agreement and the Transaction Documents and (B) that Buyers and Parent have the required approval to authorize the transactions contemplated by this Agreement and the Transaction Documents, and (ii) short form certificates of good standing with respect to Buyer and MTC issued by the jurisdiction of its organization as of a date within seven (7) Business Days prior to the Closing Date; (q) Buyers shall cause their outside counsel, H▇▇▇▇ & H▇▇▇▇▇▇ L.L.P. and Parent’s special legal counsel in Bermuda, C▇▇▇▇▇▇ D▇▇▇ & P▇▇▇▇▇▇ to deliver to the Sellers an opinion, dated the Closing Date, in substantially the form contemplated by Attachment XIII A and B, respectively to this Agreement; (r) Sellers shall cause their outside counsel, King & Spalding LLP, to deliver to Buyer an opinion, dated the Closing Date, in substantially the form contemplated by Attachment XIV; (s) Parent and the Shares Recipient shall execute and deliver the Registration Rights Agreement Letter in substantially the form contemplated by Attachment XII to this Agreement; (t) the definitive agreement as contemplated by the Side Letter Agreement shall become effective; and (iu) Each of any Person that receives Ordinary Shares at Closing pursuant to the parties Contemplated Transactions shall execute and deliver a counterpart to the other Shareholders Agreement (if not already a copy of the Medical Equipment Master Leaseparty thereto).

Closing Transactions. At Pursuant to the terms and subject to the conditions set forth in this Agreement, at the Closing: (i) Seller shall sell, the parties shall take the actions convey, assign, transfer and deliver to Buyer all right, title and interest in and to the documents identified Purchased Assets, free and clear of all Liens (other than the obligation to pay the “Purchase Price” under Section 3 of the Application Purchase Agreement); (ii) Seller shall deliver or provide Buyer with the ability to download (A) all codes for the App and other Software included in the Purchased Assets, (B) any and all code that enables synchronization features (called "Send to device" and "Receive from device" in the App), (C) any and all code that enables "Gifts" feature inside of the App, (D) all graphics in Seller’s possession or control necessary or desirable to describe and promote the App, and (E) instructions and descriptions of the Software utilized in the Business (including interaction and features); (iii) Seller will take all action necessary to effect as of the Closing Date, giving Buyer immediate access to and transferring control to the Buyer of (A) the Google Play Developer Console, (B) the Facebook Page and Facebook App (as described in the Application Purchase Agreement), and (C) all websites included in the Purchased Assets; (iv) Seller will take such other action on the Closing Date as requested by Buyer to transfer immediate control and ownership of the Business to Buyer; (v) Buyer shall deliver to Seller a statement of account from its transfer agent evidencing both the issuance of the Stock Consideration (less the Holdback Shares) to Seller, and the issuance of the Holdback Shares to Escrow; (vi) Buyer shall assume the Assumed Liabilities; (vii) Buyer shall deliver to Seller: (A) a certificate of good standing of Buyer issued by the Secretary of State of the State of Nevada, dated as of a recent date; (B) a certificate signed by an authorized officer of Buyer, dated as of the Closing Date, in form and substance reasonably satisfactory to Seller, (i) attaching copies of the certificate of incorporation and bylaws of Buyer, (iii) attaching a copy of the resolutions of Buyer’s board of directors approving this Section 5.2. The Closing shall not be deemed to have taken place, Agreement the other Transaction Documents and the transactions contemplated hereby and thereby, and (iv) identifying the directors and officers of Buyer; (viii) Parent shall deliver to Seller: (A) a certificate of good standing of Parent issued by the Secretary of State of the State of Nevada, dated as of a recent date; (B) a certificate signed by an authorized officer of Parent, dated as of the Closing Date, in form and substance reasonably satisfactory to Seller, (i) attaching copies of the certificate of incorporation and bylaws of Parent, (iii) attaching a copy of the resolutions of Parent’s board of directors approving this Agreement shall not be deemed to have been consummatedthe other Transaction Documents and the transactions contemplated hereby and thereby, unless all and (iv) identifying the directors and officers of the closing transactions identified in this Section 5.2 have been completed or waived in writing by the parties.Parent; (aix) The Each of Buyer, Parent and Seller shall execute and deliver the Ancillary Agreements to which it is a party; and (x) Seller shall deliver to Buyer: (A) a certificate of good standing of Seller issued by the Buyer an executed copy Secretary of State of the ▇▇▇▇ State of SaleDelaware, dated as of a recent date; (bB) Each a certificate signed by an authorized officer of Seller, dated as of the parties shall execute Closing Date, in form and deliver substance reasonably satisfactory to Buyer, (i) attaching copies of the other certificate of incorporation and bylaws of Seller, (iii) attaching a copy of the Assignment resolutions of Seller’s board of directors and Assumption Agreementstockholders approving this Agreement the other Transaction Documents and the transactions contemplated hereby and thereby (including the name change contemplated in Section 8.7), and (iv) identifying the directors and officers of Seller; (cC) The Buyer shall all books, records and other materials related to the Business and its administration and record keeping (which Seller may deliver to Buyer's principal place of business promptly after the Seller a cashiers check or wire transfer funds for that portion of Closing), to the Purchase Price specified extent included in Section 2.1(b) hereofthe Purchased Assets; (dD) Each a FIRPTA certification, sworn under penalty of the parties shall execute perjury, in form and deliver substance reasonably satisfactory to the other Buyer, conforming to Treasury Regulations Section 1445 stating that Seller is not a fully executed copy of the Management Services Agreement; (e) The Seller shall deliver Restricted Stock Agreements to the Buyer executed respectively by each of the Eligible Parties ("foreign person" as defined in the Management Services Agreement), and the Buyer shall execute and deliver to the Seller Restricted Stock Agreements for each Section 1445 of the Eligible Parties, respectively; (f) The Buyer shall deliver to the Seller stock certificates issued in the names of the Eligible Parties as required under the terms of the Restricted Stock AgreementsCode. (g) The Seller shall deliver Stockholder Non-Competition Agreements to the Buyer executed by the Seller and by each of the Eligible Parties, respectively; (h) Each of the parties shall execute and deliver to the other an Office Sublease relating to each of the premises identified in Schedule 1.1(f); and (i) Each of the parties shall execute and deliver to the other a copy of the Medical Equipment Master Lease.

Closing Transactions. At Subject to the Closingconditions set forth in -------------------- this Agreement, the parties Parties shall take consummate the actions following transactions (the "Closing Transactions") on the Closing Date: -------------------- (i) the Stockholders shall cause the Seller and deliver the documents identified in this Section 5.2. The Closing shall not be deemed Intermediary, respectively, to have taken placeconvey, and the transactions contemplated by this Agreement Seller and the Intermediary, respectively, shall not be deemed convey to have been consummatedthe Purchaser good and indefeasible title to the Direct Conveyance Property and the Exchange Property, unless respectively, thereby transferring good and indefeasible title to all of the closing transactions identified in this Section 5.2 have been completed or waived in writing by Acquired Assets, free and clear of all Liens (other than Permitted Encumbrances), and the parties. (a) The Seller and the Intermediary shall deliver to the Buyer an executed copy Purchaser bills of sale, assignment of leases and contracts and all other instruments of conveyance which are necessary or desirable to effect transfer of the ▇▇▇▇ Direct Conveyance Property and the Exchange Property which together constitute all of Salethe Acquired Assets, all of which instruments shall be in form and substance reasonably satisfactory to the Purchaser; (bii) Each of the parties shall execute and deliver to the other a copy of the Assignment and Assumption Agreement; (c) The Buyer Purchaser shall deliver to the Seller a cashiers check or wire transfer funds such instruments of assumption as are required in order for that portion of the Purchase Price specified in Section 2.1(b) hereofPurchaser to assume the Assumed Liabilities; (diii) Each the Purchaser shall repay, or cause to be repaid, on behalf of the parties Seller and its Subsidiaries, all amounts necessary to discharge fully the then outstanding balance of the Seller's and its Subsidiary's Indebtedness secured by any of the Acquired Assets (including, without limitation, prepayment penalties and premiums) by wire transfer of immediately available funds as directed by the holders of such Indebtedness at or prior to the Closing, and the Seller shall execute and deliver to Purchaser all appropriate payoff letters and shall make arrangements reasonably satisfactory to Purchaser for such holders to deliver lien releases and canceled notes at the other a fully executed copy of the Management Services AgreementClosing; (eiv) The Seller shall deliver Restricted Stock Agreements to the Buyer executed respectively by each of the Eligible Parties (as defined in the Management Services Agreement), and the Buyer shall execute and deliver to the Seller Restricted Stock Agreements for each of the Eligible Parties, respectively; (f) The Buyer Purchaser shall deliver to the Seller stock certificates issued in the names Direct Conveyance Property Purchase Price by wire transfer of the Eligible Parties as required under the terms of the Restricted Stock Agreements. (g) The Seller shall deliver Stockholder Non-Competition Agreements to the Buyer executed by the Seller and by each of the Eligible Parties, respectivelyimmediately available funds; (hv) Each of the parties Purchaser shall execute and deliver to the other an Office Sublease relating Intermediary the Stipulated Exchange Price by wire transfer of immediately available funds; (vi) the Purchaser shall deliver to each the Stockholders (in the manner set forth on the Schedule of Stockholders) the premises identified amount set forth in Schedule 1.1(f)Section ------------------------ 9.9 (a) by wire transfer of immediately available funds; and (ivii) Each the Seller, the Intermediary and the Purchaser, as applicable, shall deliver the opinions, certificates and other documents and instruments required to be delivered by or on behalf of the parties shall execute and deliver to the other a copy of the Medical Equipment Master Leasesuch party under Article III.

Closing Transactions. At the Closing, the parties shall take the actions and deliver the documents identified in this Section 5.2. (a) The Closing shall not be deemed to have taken place, and closing of the transactions contemplated by this Agreement (the “Closing”) shall not be deemed to have been consummated, unless all take place at the offices of the closing transactions identified in this Section 5.2 have been completed or waived in writing by the parties. (a) The Seller shall deliver to the Buyer an executed copy of the ▇▇▇▇▇▇ & Whitney LLP, Suite 1500, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ within two business days after the date on which the last of Sale;the conditions to the Closing set forth in Article VII, other than the requirement that certain documents be delivered at the Closing, shall have been satisfied or waived, or at such other place and on such other date as is mutually agreeable to the parties (“Closing Date”). (b) Each At the Closing: (i) Buyer shall pay the Estimated Closing Purchase Price to Seller by wire transfer of immediately available funds against delivery of certificates representing the parties Shares, duly endorsed in blank or accompanied by duly executed stock powers in form reasonably satisfactory to Buyer, which Shares shall execute be free and deliver to the other a copy clear of the Assignment and Assumption Agreementall Liens; (cii) The Buyer Except as set forth in Schedule 1.3(b)(ii) hereof or in the Transition Services Agreement, the Net Intercompany Accounts shall deliver be settled and reduced to zero as of the Closing. For purposes of this Agreement, “Net Intercompany Accounts” means the amount of the Intercompany Accounts owing to Seller and its subsidiaries and Affiliates (other than the Acquired Companies) by the Acquired Companies, net of the Intercompany Accounts owing to the Acquired Companies by Seller a cashiers check or wire transfer funds for that portion and its subsidiaries and Affiliates (other than the Acquired Companies). “Intercompany Accounts” means the accounts maintained on the books and records of the Purchase Price specified Seller and the Acquired Companies (in Section 2.1(baccordance with their customary practices, and whether or not evidenced by promissory notes or other instruments) hereof; in which there are recorded amounts owed (dplus interest, if any, accrued through the Closing Date) Each by Seller or any of its subsidiaries and Affiliates (other than the parties shall execute and deliver Acquired Companies) to the Acquired Companies or by the Acquired Companies to Seller or any of its subsidiaries and Affiliates (other a fully executed copy than the Acquired Companies), attributable to intercompany transactions through the Closing Date in respect of the Management Services Agreement; (e) The Seller shall deliver Restricted Stock Agreements to the Buyer executed respectively by each of the Eligible Parties cash advances, current federal and state Taxes (as defined in Section 3.12 hereof) payable and receivable, intercorporate expense allocations and other corporate charges or transactions for goods or services, whether provided by Seller or any of its subsidiaries and Affiliates (other than the Management Services Agreement), and the Buyer shall execute and deliver Acquired Companies) to the Seller Restricted Stock Agreements for each of the Eligible Parties, respectively; (f) The Buyer shall deliver to the Seller stock certificates issued in the names of the Eligible Parties as required under the terms of the Restricted Stock Agreements. (g) The Seller shall deliver Stockholder Non-Competition Agreements to the Buyer executed Acquired Companies or by the Acquired Companies to Seller or any of its subsidiaries and by each of Affiliates (other than the Eligible Parties, respectively; (h) Each of the parties shall execute and deliver to the other an Office Sublease relating to each of the premises identified in Schedule 1.1(fAcquired Companies); and (i) Each of the parties shall execute and deliver to the other a copy of the Medical Equipment Master Lease.

Closing Transactions. At the Closing, the parties following events shall take occur, each event being (i) conditioned on the actions occurrence or waiver of each other event and deliver the documents identified in this Section 5.2. The Closing shall not be (ii) being deemed to have taken place, and occurred simultaneously with the transactions contemplated by this Agreement shall not be deemed to have been consummated, unless all of the closing transactions identified in this Section 5.2 have been completed or waived in writing by the parties.other events: (a) The Each Accepting Seller shall deliver tender to Buyer share certificate(s) representing all the issued and outstanding Shares owned by such Accepting Seller together with a share transfer deed representing all such Shares duly executed in favor of Buyer. If any share certificate shall have been lost, stolen or destroyed, Buyer may, in its reasonable discretion and as a condition precedent to the Buyer an executed copy payment of the ▇▇▇▇ Purchase Price to the Accepting Seller selling the Shares represented by such share certificate, require the owner of Sale;such lost, stolen or destroyed share certificate to provide an appropriate affidavit and to deliver an indemnity against any claim that may be made against Buyer or the Company with respect to such share certificate. (b) Each of the parties All outstanding Options shall execute and deliver be subjected to the other a copy of the Assignment and Assumption Agreement;Cashless Exercise. (c) The Company shall deliver to Buyer the shareholders’ register of the Company evidencing the transfer of the Shares (including the shares acquired through the Compulsory Acquisition and the Cashless Exercise) to Buyer or its designee. (d) Buyer shall pay to the Sellers’ Representative, or a paying agent designated by the Sellers’ Representative and reasonably acceptable to Buyer, the Closing Payment for the benefit of, and distribution to, the Accepting Sellers, Dissenting Holders and Exercising Option Holders (or the trustee of such Exercising Option Holders) and in accordance with the Articles of Association of the Company. Such amount shall be paid in cash in U.S. dollars by wire transfer of immediately available funds pursuant to wire instructions delivered by the Sellers’ Representative or paying agent to Buyer not later than three (3) Business Days prior to the Closing. The Sellers shall pay any and all charges and Expenses of any paying agent designated by the Sellers’ Representative to act on its behalf in connection with the disbursement of the Closing Payment and such changes and Expenses shall reduce the Closing Payment as provided in Section 1.03(b) of this Agreement. (e) Buyer shall transfer the Escrow Amount by wire transfer of immediately available funds to J▇ ▇▇▇▇▇▇ Chase Bank (the “Escrow Agent”) to such account or accounts as designated in writing by the Escrow Agent. The Escrow Amount together with all subsequent earnings on investments thereof while deposited with the Escrow Agent shall be referred to as the “Escrow Fund.” The Escrow Fund shall be held by the Escrow Agent pursuant to the terms and conditions of an Escrow Agreement in substantially the form attached hereto as Exhibit A (the “Escrow Agreement”) between the Escrow Agent, Buyer and the Sellers’ Representative. (f) Buyer shall deliver to the Seller a cashiers check or wire transfer funds for that portion of the Purchase Price specified in Section 2.1(b) hereof; (d) Each of the parties shall execute and deliver to the other a fully executed copy of the Management Services Agreement; (e) The Seller shall deliver Restricted Stock Agreements to the Buyer executed respectively by each of the Eligible Parties (as defined in the Management Services Agreement)Company, and the Buyer shall execute and deliver to the Seller Restricted Stock Agreements for each of the Eligible Parties, respectively; (f) The Buyer Company shall deliver to the Seller stock certificates issued in the names Buyer, such documents and instruments as shall evidence fulfillment or waiver of the Eligible Parties as required under the terms conditions to Closing set forth in Article VI of the Restricted Stock Agreementsthis Agreement. (g) The Seller shall deliver Stockholder Non-Competition Agreements to the Buyer executed by the Seller and by each of the Eligible Parties, respectively; (h) Each of the parties shall execute and deliver to the other an Office Sublease relating to each of the premises identified in Schedule 1.1(f); and (i) Each of the parties shall execute and deliver to the other a copy of the Medical Equipment Master Lease.

Closing Transactions. At Upon the terms and conditions set forth in this Agreement and the other Transaction Documents, the Parties agree that at the Closing, the parties shall take the actions and deliver the documents identified in this Section 5.2. The Closing shall not be deemed to have taken place, and the transactions contemplated by this Agreement shall not be deemed to have been consummated, unless all of the closing transactions identified in this Section 5.2 have been completed or waived in writing by the parties.among other things: (a) The Seller OC Topco shall deliver contribute the ownership interests of the OC Contributed Subsidiaries and OC Existing JVs held by OC Topco (or, where OC Topco holds such interests indirectly, the Subsidiaries which hold, directly or indirectly, the ownership interests of the OC Contributed Subsidiaries) to the Buyer an executed copy Company in exchange for 60% of the Ownership Interests in the Company which shall be issued in the name of and delivered to OC Topco (it being agreed by the parties that neither the results of any due diligence by ▇▇▇▇▇ Corning after the date hereof nor any breach of Saleany warranty, representation or covenant made by Saint-Gobain in this Agreement or any other Transaction Document shall result in any modification of the parties relative Ownership Interests in the Company as set forth herein); (b) Each SG Topco shall contribute the ownership interests of the SG Contributed Subsidiaries and SG Existing JVs held by SG Topco (or, where SG Topco holds such interests indirectly, the Subsidiaries and SG Existing JVs which hold, directly or indirectly, the ownership interests of the SG Contributed Subsidiaries) to the Company in exchange for 40% of the Ownership Interests in the Company which shall be issued in the name of and delivered to SG Topco (it being agreed by the parties that neither the results of any due diligence by Saint Gobain after the date hereof nor any breach of any warranty, representation or covenant made by ▇▇▇▇▇ Corning in this Agreement or any other Transaction Document shall result in any modification of the parties shall execute and deliver to relative Ownership Interests in the other a copy of the Assignment and Assumption AgreementCompany as set forth herein); (c) The Buyer shall deliver to the Seller a cashiers check or wire transfer funds for that portion of the Purchase Price specified in Section 2.1(b) hereof; (d) Each of the parties Parties shall execute and deliver to the other a fully executed copy of the Management Services Agreement; (e) The Seller shall deliver Restricted Stock Agreements to the Buyer executed respectively by each of the Eligible Parties (as defined in the Management Services Agreement)deliver, and the Buyer shall cause their respective Affiliates to execute and deliver to deliver, as applicable, the Seller Restricted Stock Agreements for each of the Eligible Parties, respectively; (f) The Buyer shall deliver to the Seller stock certificates issued in the names of the Eligible Parties as required under the terms of the Restricted Stock AgreementsTransaction Documents. (g) The Seller shall deliver Stockholder Non-Competition Agreements to the Buyer executed by the Seller and by each of the Eligible Parties, respectively; (h) Each of the parties shall execute and deliver to the other an Office Sublease relating to each of the premises identified in Schedule 1.1(f); and (i) Each of the parties shall execute and deliver to the other a copy of the Medical Equipment Master Lease.

Closing Transactions. At Subject to the Closingconditions set forth in this Agreement, the parties shall take consummate the actions following transactions (the "Closing Transactions") on the Closing Date: (i) Seller shall execute and deliver the documents identified in this Section 5.2. The Closing shall not be deemed to have taken place, and the transactions contemplated by this Agreement shall not be deemed to have been consummated, unless all of the closing transactions identified in this Section 5.2 have been completed or waived in writing by the parties. (a) The Seller shall deliver to the Buyer an executed copy of the Purchaser a ▇▇▇▇ of Salesale for the Purchased Assets to be sold by Seller hereunder, which ▇▇▇▇ of sale shall provide that the sale and transfer of the Purchased Assets is made pursuant to the Approval Order on an "AS IS" and "WHERE IS" basis; (bii) Each of the parties Seller and Purchaser shall execute and deliver to the other a copy one another an assignment and assumption agreement in respect of the Assignment and Assumption AgreementAssumed Liabilities; (ciii) The Buyer Purchaser shall deliver the Purchase Price to Seller, net of the amount of the Deposit (which Deposit shall be delivered by ▇▇▇▇▇▇▇▇▇ to the following parties as follows: (A) $4,800,000 of the Deposit to Seller a cashiers check or wire transfer funds for that at Closing; (B) $190,000 to Stema at Closing in payment of the termination fee; and (C) the actual amount of the Approved Stema Costs, up to $47,500, to Stema in payment of such Approved Stema Costs as and when same are finally determined (any remaining portion of the Purchase Price specified in Section 2.1(b) hereofDeposit shall promptly thereafter be delivered by ▇▇▇▇▇▇▇▇▇ to Purchaser)); (div) Each To the extent not previously paid, Seller shall pay or cause to be paid all obligations due and payable as of the parties Closing Date under or pursuant to the Purchased Contracts, or shall permit Purchaser to deduct the amount any such unpaid past due obligations from the Purchase Price payable at the Closing; provided, that, other than the adjustments set forth in Section 3(a)(ii) above, Seller shall not be required to pay any obligations (whether or not accrued) under or pursuant to the Purchased Contracts which are not due and payable as of the Closing Date; (v) Seller and Purchaser shall execute and deliver to the other a fully executed copy one another any specific assignments as may be required in respect of the Management Services Agreement;real property lease or any other contracts included in the Purchased Assets; and (evi) The Seller shall deliver Restricted Stock Agreements to the Buyer executed respectively by each of the Eligible Parties (and Purchaser, as defined in the Management Services Agreement)applicable, and the Buyer shall execute and deliver such additional agreements and documents as may be reasonably necessary to transfer the Purchased Assets from Seller Restricted Stock Agreements to Purchaser, including assignments in forms suitable for each of the Eligible Partiesfiling, respectively; recording and/or registration (f) The Buyer shall deliver to the Seller stock certificates issued in the names of the Eligible Parties as required under the terms of the Restricted Stock "Additional Agreements"). (g) The Seller shall deliver Stockholder Non-Competition Agreements to the Buyer executed by the Seller and by each of the Eligible Parties, respectively; (h) Each of the parties shall execute and deliver to the other an Office Sublease relating to each of the premises identified in Schedule 1.1(f); and (i) Each of the parties shall execute and deliver to the other a copy of the Medical Equipment Master Lease.

Closing Transactions. At the ClosingShould Closing not occur by September 15, the parties shall take the actions and deliver the documents identified in this Section 5.2. The Closing shall not be deemed to have taken place1994, and the transactions contemplated or a mutually agreed later date, then any Party may by this Agreement shall not be deemed to have been consummated, unless all of the closing transactions identified in this Section 5.2 have been completed or waived in writing by the parties. (a) The Seller shall deliver to the Buyer an executed copy of the ▇▇▇▇ of Sale; (b) Each of the parties shall execute and deliver notice to the other a copy Parties, terminate this Agreement, subject to the provisions of Article 5; provided, however, that if the Closing does not occur because of the Assignment and Assumption Agreement;failure to conclude the closing agreement with the U.S. Internal Revenue Service as referred to in Article 13.G., then this date shall be automatically extended at the request of Seller for ninety (90) days. A. The following transactions shall take place at Closing: (c1) The Buyer Purchasers shall deliver to pay the Seller a cashiers check or wire transfer funds for that cash portion of the Purchase Price specified in Section 2.1(b) hereof;Article 3.A to Seller's account number 910-1-409-887 at the Chase Manhattan Bank, New York, New York. (d2) Each Purchasers shall deliver the Promissory Note portion of the parties shall execute Purchase Price specified in Article 3.A to Seller, together with the unconditional and deliver to the other a fully executed copy irrevocable letter of the Management Services Agreement;credit referenced in that Article. (e3) The Seller shall deliver Restricted Stock Agreements stock certificates representing the Shares, accompanied by stock powers duly executed in blank or duly executed instruments of transfer, and any other documents necessary to transfer to Purchasers title to the Buyer executed respectively by each Shares. (4) Seller shall deliver to Purchasers the corporate minute books of the Eligible Parties Companies which shall be current as of the date of Closing and which shall contain a Resolution of the Board of Directors of each Company terminating all outstanding Powers of Attorney as of the date of Closing. (as defined in the Management Services Agreement), and the Buyer 5) Seller shall execute and deliver to Purchasers and Purchasers shall accept the Seller Restricted Stock Agreements for each resignations of all directors and officers of the Eligible PartiesCompanies at the Closing, respectively;effective as of 7:00 A.M. Congo time on the date of Closing. (f6) The Buyer Seller and Purchasers shall make the elections provided for in Article 22(H) and/or enter into the other agreements as provided in Article 22. (7) Seller shall pay Purchasers any cash amounts due as provided in Article 3.B. B. Closing shall take place on a date and at a location to be mutually agreed between Seller and Purchasers. Each Party shall bear and pay the expenses incurred by it in connection with the Closing. C. On or before Closing the Purchasers shall deliver to the Seller stock certificates issued a copy, certified as a true copy and in the names full force and effect by a Director, Secretary or Assistant Secretary of a resolution of the Eligible Parties as required under Board of Directors of the Purchasers approving the purchase of the Shares on the terms of this Agreement and the Restricted Stock Agreementsexecution on behalf of the Purchasers of all other documents contemplated hereby. (g) D. The Seller Parties shall deliver Stockholder Non-Competition Agreements execute all such other documents and do all acts and things as may be reasonably required in order to effect the Buyer executed by the Seller sale and by each purchase of the Eligible Parties, respectively; (h) Each Shares and otherwise carry out the intent of the parties shall execute and deliver to the other an Office Sublease relating to each of the premises identified in Schedule 1.1(f); and (i) Each of the parties shall execute and deliver to the other a copy of the Medical Equipment Master Leasethis Agreement.

Closing Transactions. At the Closing, the parties shall take the actions and deliver the documents identified in this Section 5.2. The Closing shall not be deemed to have taken place, and the transactions contemplated by this Agreement shall not be deemed to have been consummated, unless all : each of the closing transactions identified in this Section 5.2 have been completed or waived in writing by the parties. holders of NSE Common Stock (aother than Dissenting Shareholders) The Seller shall deliver to the Buyer an executed copy of the ▇▇▇▇ of Sale; (b) Each of the parties shall execute surrender and deliver to the other a copy Sub as the Surviving Corporation the certificate or certificates representing all of such shares of NSE Common Stock; and each of the Assignment and Assumption Agreement; holders of NSE Preferred Stock (cother than Dissenting Shareholders) The Buyer shall deliver to the Seller a cashiers check or wire transfer funds for that portion of the Purchase Price specified in Section 2.1(b) hereof; (d) Each of the parties shall execute surrender and deliver to the other a fully executed copy Sub as the Surviving Corporation the certificate or certificates representing all of the Management Services Agreement; (e) The Seller shall deliver Restricted Stock Agreements to the Buyer executed respectively by such shares of NSE Preferred Stock. each of the Eligible Parties holders of NSE Common Stock or NSE Preferred Stock (other than Dissenting Shareholders) shall, to the extent necessary to comply with applicable federal and state securities laws (including, if applicable, Rule 145 promulgated under the Securities Act of 1933, as defined in the Management Services Agreementamended), and the Buyer shall execute and deliver at the Closing a copy of a Shareholder Representation Letter in a form to be mutually agreed by the Seller Restricted Stock Agreements for each parties at that time and attached to this Agreement as Exhibit 2.2(b) ("Shareholder Letter"); Any outstanding shareholder agreements relating to NSE capital stock other than as contemplated by Section 6.2(g) shall have been terminated and evidence of the Eligible Parties, respectively; (f) The Buyer such termination satisfactory to Acquiror shall have been delivered to Acquiror; Acquiror shall deliver or shall cause to the Seller stock certificates issued in the names of the Eligible Parties as required under the terms of the Restricted Stock Agreements. be delivered (gi) The Seller shall deliver Stockholder Non-Competition Agreements to the Buyer executed by the Seller and by each of the Eligible Parties, respectively; (h) Each of the parties shall execute and deliver to the other an Office Sublease relating to each of the premises identified holders of NSE Common Stock (other than a Dissenting Shareholder) a certificate or certificates representing the number of shares of Acquiror Common Stock as such holder is entitled to receive in Schedule 1.1(f)connection with 18 8 the Merger; and and (iii) to each of the holders of NSE Preferred Stock (other than a Dissenting Shareholder) a certificate or certificates representing the number of shares of Acquiror Preferred Stock as such holder is entitled to receive in connection with the Merger; Each of NSE and the parties Sub shall execute and deliver deliver, and file or cause to be filed with the other a copy Secretary of State of Texas, the Medical Equipment Master LeaseArticles of Merger, with such amendments thereto as the parties hereto shall deem mutually acceptable; and The Certificate of Merger shall be filed with the Secretary of State of Texas.

Closing Transactions. At Subject to the conditions set forth in -------------------- this Agreement, the Parties shall consummate the following 0transactions (the "Closing Transactions") on the Closing Date: -------------------- (i) BESI Holding shall cause BESI to deliver to NES Equipment such bills of sale and instruments of transfer, assignment, conveyance and delivery, special warranty deeds, warranty assignments of leases, equipment and vehicle titles, transfer tax declarations and all other instruments of conveyance which are necessary and desirable to effect transfer of the Acquired Louisiana Assets of BESI, free and clear of all Liens (other than Permitted Encumbrances), to NES Equipment; (ii) BESI Holding shall cause BESI to deliver to NES Partnership such bills of sale and instruments of transfer, assignment, conveyance and delivery, special warranty deeds, warranty assignments of leases, equipment and vehicle titles, transfer tax declarations and all other instruments of conveyance which are necessary and desirable to effect transfer of the Acquired Other Assets of BESI, free and clear of all Liens (other than Permitted Encumbrances), to NES Partnership; (iii) immediately following the assignment of the Acquired Other Assets of BESI, the Sellers shall deliver to NES Equipment (or its designee) certificates representing the Acquired Stock owned by such Sellers, duly endorsed for transfer or accompanied by duly executed stock powers with all requisite state and federal transfer stamps affixed thereto; (iv) the Purchasers shall deliver to the Sellers the Cash Portion in immediately available funds; (v) to the extent any of the Companies have any Indebtedness as of the Closing, the parties Sellers shall take the actions and deliver the documents identified pay-off all such Indebtedness other than Assumed Liabilities in this Section 5.2. The Closing shall not be deemed to have taken placeimmediately available funds, and the transactions contemplated by this Agreement Sellers shall not be deemed provide the Purchasers with appropriate pay-off letters and Lien releases with respect to have been consummated, unless all of the closing transactions identified in this Section 5.2 have been completed or waived in writing by the parties. (a) The Seller shall deliver to the Buyer an executed copy of the ▇▇▇▇ of Salesuch Indebtedness; (bvi) Each the Sellers and the Purchasers, as applicable, shall deliver the opinions, certificates and other documents and instruments required to be delivered by or on behalf of such Party under Article III; and ----------- (vii) subject to the Canadian Inter-company Agreement to be executed on the Closing Date, all inter-company Indebtedness between the Companies and the Sellers (or any Affiliates of the parties Sellers) shall execute and deliver to be cancelled (regardless of whether the other a copy of the Assignment and Assumption Agreement; (c) The Buyer shall deliver to the Seller a cashiers check Companies are obligors or wire transfer funds for that portion of the Purchase Price specified in Section 2.1(b) hereof; (d) Each of the parties shall execute and deliver to the other a fully executed copy of the Management Services Agreement; (e) The Seller shall deliver Restricted Stock Agreements to the Buyer executed respectively by each of the Eligible Parties (as defined in the Management Services Agreementobligees on such Indebtedness), and the Buyer shall execute and deliver to the Seller Restricted Stock Agreements for each of the Eligible Parties, respectively; (f) The Buyer shall deliver to the Seller stock certificates issued in the names of the Eligible Parties as required under the terms of the Restricted Stock Agreements. (g) The Seller shall deliver Stockholder Non-Competition Agreements to the Buyer executed by the Seller and by each of the Eligible Parties, respectively; (h) Each of the parties shall execute and deliver to the other an Office Sublease relating to each of the premises identified in Schedule 1.1(f); and (i) Each of the parties shall execute and deliver to the other a copy of the Medical Equipment Master Lease.

Closing Transactions. At the Applicable Closing, the parties shall take the actions and deliver the documents identified in this Section 5.2. The Closing shall not be deemed to have taken place, and the transactions contemplated by this Agreement shall not be deemed to have been consummated, unless all of the closing transactions identified in this Section 5.2 have been completed or waived in writing by the parties.: (a) The Seller With respect to the Contributable Sites, the T‑Mobile Contributors holding such Contributable Sites shall contribute, convey, assign, transfer and deliver to the Buyer an executed copy applicable T‑Mobile SPE, and such T‑Mobile SPE shall acquire, accept and assume from such T‑Mobile Contributors, all of their respective right, title and interest in, to and under the ▇▇▇▇ Included Property of Salesuch Contributable Sites, the related Collocation Agreements, and all Post-Closing Liabilities with respect to such Contributable Sites, by the execution and delivery of: (i) the T-Mobile Internal Transfers Agreement and (ii) such other instruments of conveyance and assignment, including deeds of transfer, as may be necessary for the T‑Mobile Contributors to contribute, convey, assign, transfer and deliver to the T‑Mobile SPEs all of their respective right, title and interest in, to and under the Included Property of such Contributable Sites and the related Collocation Agreements, in each case, in form and substance reasonably acceptable to the Parties; (b) Each of With respect to the parties Assignable Sites (other than CA/NV Sites), the T-Mobile Contributors holding such Assignable Sites shall execute contribute, convey, assign, transfer and deliver to the applicable Sale Site Subsidiary, and such Sale Site Subsidiary shall acquire, accept and assume from such T-Mobile Contributors, all of their respective right, title and interest in, to and under the Included Property of such Assignable Sites, the related Collocation Agreements, and all Post-Closing Liabilities with respect to such Assignable Sites, by the execution and delivery of: (i) with respect to each such Assignable Site that is an Owned Site, (A) a special warranty deed (or the state-specific equivalent), pursuant to which the applicable T‑Mobile Contributor shall contribute, convey, assign, transfer and deliver its fee simple interests in such Owned Site (and its right, title and interest in, to and under the appurtenant Towers thereon) to the applicable Sale Site Subsidiary, (B) the T-Mobile Internal Transfers Agreement, pursuant to which the applicable T‑Mobile Contributor shall contribute, convey, assign, transfer and deliver all of its right, title and interest in, to and under the Included Property of such Site (other than the related Owned Sites Land) and the related Collocation Agreements to the applicable Sale Site Subsidiary, (ii) with respect to each such Assignable Site that is a copy Leased Site, the T-Mobile Internal Transfers Agreement, pursuant to which the applicable T‑Mobile Contributor shall contribute, convey, assign, transfer and deliver all of its right, title and interest in, to and under the Assignment Included Property of such Site and Assumption Agreementthe related Collocation Agreements to the applicable Sale Site Subsidiary and (iii) such other instruments of conveyance and assignment, including deeds of transfer, as may be necessary for the T‑Mobile Contributors to contribute, convey, assign, transfer and deliver to the Sale Site Subsidiaries all of their respective right, title and interest in, to and under the Included Property of such Assignable Sites and the related Collocation Agreements, in each case, in form and substance reasonably acceptable to the Parties; (c) The Buyer With respect to each CA/NV Site, if the CA/NV Closing Condition has been satisfied and such CA/NV Site is an Assignable Site hereunder, the T-Mobile Contributors holding such CA/NV Site shall contribute, convey, assign, transfer and deliver to the Seller a cashiers check applicable Sale Site Subsidiary (or wire its designee) all of their rights under the CA/NV Master Lease applicable to such Site and all other CA/NV Site Agreements, CA/NV Ground Leases and related Collocation Agreements and all their right, title and interest in, to and under such CA/NV Site and the Included Property of such CA/NV Site by the execution and delivery of: (i) the T-Mobile Internal Transfers Agreement and (ii) such other instruments of conveyance and assignment, including deeds of transfer, as may be necessary for the T‑Mobile Contributors to contribute, convey, assign, transfer funds for that portion and deliver to the Sale Site Subsidiaries all of their rights under the Purchase Price specified CA/NV Master Lease and all other CA/NV Site Agreements, CA/NV Ground Leases and related Collocation Agreements applicable to such Site and all of their right, title and interest in, to and under such CA/NV Site and the Included Property of such CA/NV Site, in Section 2.1(b) hereofeach case, in form and substance reasonably acceptable to the Parties; (d) Each With respect to the Lease Sites, the applicable T‑Mobile SPE holding such Lease Sites shall Lease to the Tower Operator the Included Property of such Lease Sites, transfer and assign to the Tower Operator all Collocation Agreements related to such Lease Sites and assign and delegate to the Tower Operator, and the Tower Operator shall accept and assume, all Post-Closing Liabilities with respect to such Lease Sites by the execution and delivery of the parties shall execute Tower Operator General Assignment and deliver to Assumption Agreement and the other a fully executed copy of the Management Services AgreementMPL; (e) The Seller applicable T-Mobile Parties shall sell, convey, assign, transfer and deliver Restricted Stock Agreements to Crown (or one of its Affiliates designated by Crown) all of the issued and outstanding limited liability company membership interests in the Sale Site Subsidiaries (collectively, the “Sale Site Subsidiary Interests”) free and clear of all Liens, and Crown shall purchase, acquire and assume the Sale Site Subsidiary Interests from the applicable T-Mobile Parties. Each of the applicable T-Mobile Parties and Crown shall execute and deliver an assignment and assumption agreement, substantially in the form of Exhibit O (the “Membership Interest Assignment and Assumption Agreement”) pursuant to which the Sale Site Subsidiary Interests of the T-Mobile Parties shall be transferred to Crown; (f) With respect to the Buyer executed respectively by each Managed Sites (including, for the avoidance of doubt, any CA/NV Site if (x) the CA/NV Inclusion occurs but the CA/NV Closing Condition was not satisfied or (y) the CA/NV Closing Condition has been satisfied but such CA/NV Site otherwise constitutes a Non-Assignable Site), the T-Mobile Contributors and the T-Mobile SPEs holding such Managed Sites shall enter into the Management Agreement, pursuant to which the T-Mobile Contributors and the T-Mobile SPEs shall grant to the Tower Operator or the Sale Site Subsidiaries, as applicable, as of the Eligible Parties Applicable Closing Date, the exclusive right to operate each Non-Contributable Site and each Non-Assignable Site, as applicable, including the Included Property thereof, and administer the related Collocation Agreements, and the T-Mobile SPEs shall grant to the Tower Operator, as of the Applicable Closing Date, the right to operate each Pre-Lease Site, including the Included Property thereof, and administer the related Collocation Agreements, in each case until such time as such Site becomes a Lease Site or an Assignable Site, as applicable, and shall assign and delegate to the Tower Operator and the Sale Site Subsidiaries, as applicable, and the Tower Operator and the Sale Site Subsidiaries, as applicable, shall accept and assume, all Post-Closing Liabilities with respect to such Managed Sites; (g) At the Initial Closing Date, subject to Section 1.3 and the adjustments and prorations described in Section 2.9 and Article 3, Crown shall pay to T‑Mobile the Closing Total Consideration in immediately available funds. Such funds shall be delivered by wire transfer to an account designated by T‑Mobile (on behalf of the T-Mobile Contributors, their Affiliates and the T‑Mobile SPEs) by written notice to Crown delivered not later than three business days prior to the Initial Closing Date; (h) The Tower Operator shall sublease or otherwise make available to the T‑Mobile Collocators the T‑Mobile Collocation Space at the MPL Sites by entering into the MPL Site MLA, and the T‑Mobile Collocators shall be obligated to pay the “T‑Mobile Total Rent Amount” (as defined in the Management Services Agreement)MPL Site MLA) for the MPL Sites that are the subject of the MPL Site MLA in accordance with the terms thereof, and each Sale Site Subsidiary shall sublease or otherwise make available to the T‑Mobile Collocators the T‑Mobile Collocation Space at the Sale Sites by entering into the Sale Site MLA, and the Buyer T‑Mobile Collocators shall execute and deliver be obligated to pay the Seller Restricted Stock Agreements “T‑Mobile Collocation Rent” (as defined in the Sale Site MLA) for each Sale Sites that are the subject of the Eligible Parties, respectivelySale Site MLA in accordance with the terms thereof; (fi) The Buyer shall deliver to the Seller stock certificates issued in the names of the Eligible Parties as required under the terms of the Restricted Stock Agreements. (g) The Seller shall deliver Stockholder Non-Competition Agreements to the Buyer executed by the Seller and by each of the Eligible T‑Mobile Parties, respectivelythe T‑Mobile SPEs, the Tower Operator and the Sale Site Subsidiaries shall enter into the Transition Services Agreement; (hj) Each of The T‑Mobile Parties, Tower Operator and the parties Paying Agent shall execute enter into the Paying Agent Agreement; (k) T-Mobile, the T-Mobile SPEs and deliver to Crown shall enter into a Parent Indemnity Agreement substantially in the other an Office Sublease relating to each of form attached as Exhibit P (the premises identified in Schedule 1.1(f“Parent Indemnity Agreement”); and (il) Each of The T‑Mobile Parties, the parties T‑Mobile SPEs, the T-Mobile Collocators, the Sale Site Subsidiaries, Crown, the Tower Operator and the Paying Agent shall duly execute and deliver the certificates and other contracts, documents and instruments required to be delivered under Article 10 and Article 11, including the other a copy of the Medical Equipment Master LeaseCollateral Agreements.

Closing Transactions. At Subject to the Closingconditions set forth in this Agreement, the parties Parties shall take consummate the actions following closing transactions on the Closing Date (the “Closing Transactions”): (i) Sellers shall deliver to Buyers all corporate books and records of the Companies in Sellers’ possession; (ii) Sellers shall deliver a copy of the signed entry into the Members’ Registry Book of the Companies (libro especial de socios), duly recorded into such book, certifying the transfer of ownership of the Companies Membership Interests to Buyers; (iii) Sellers shall deliver a resolution duly adopted at a meeting or written consent of each of the Companies pursuant to which Sellers, as members, approved the transfer of the Companies Membership Interests held by Sellers, the waiver by Sellers of any preemptive right to acquire the Companies Membership Interests and the admission of Buyers and/or its designated Affiliate, as applicable, as a new member(s) of each of the Companies; (iv) Sellers shall deliver the documents identified in this Section 5.2. The Closing shall not be deemed to have taken place, and the transactions contemplated by this Agreement shall not be deemed to have been consummated, unless all resignation letters of the closing transactions identified in this Section 5.2 have been completed or waived in writing by managers of the parties.Companies set forth on Schedule 2.4(b)(v) duly signed and effective as of the Closing Date; (av) The Each Seller shall deliver to the Buyer an executed copy Buyers a certification of the ▇▇▇▇ of Saleits non-foreign status in conformance with Treasury Regulation § 1.1445-2(b)(2); (bvi) Each Buyers shall deliver duly adopted corporate resolutions of the parties shall execute and deliver Companies electing managers to the other a copy succeed Sellers’ resigning managers effective as of the Assignment Closing Date along with a full release in form and Assumption Agreementsubstance reasonably acceptable to Sellers releasing Sellers’ managers and officers from liability in such capacities; (cvii) The Buyer Sellers shall pay, on or prior to Closing, the Indebtedness of the Companies, including the Indebtedness set forth on Schedule 3.21, and deliver payoff letters reasonably satisfactory to Buyers with respect thereto; (viii) the Companies shall distribute to Sellers all cash and cash equivalents owned or held by the Companies; (ix) Sellers will, effective at the Closing, terminate or otherwise eliminate the coverage of the Companies under the insurance policies listed in Schedule 3.16; provided, however, that such termination or elimination shall not affect the availability of coverage under such policies in respect of pre-Closing occurrences and pre-Closing claims; (x) Sellers shall deliver to the Seller a cashiers check Buyers evidence that all guaranties in which Sellers or wire transfer funds for that portion their Affiliates guaranty the indebtedness of the Purchase Price specified in Section 2.1(b) hereofCompanies have been terminated; (dxi) Each Sellers will terminate all letters of credit issued as credit collateral for the benefit of the parties Companies and Buyers shall execute and deliver provide evidence that the letter of credit pertaining to the other a fully executed copy of Pemex contract has been replaced, effective at the Management Services AgreementClosing; (exii) The Seller Buyers shall deliver Restricted Stock Agreements pay the Estimated Closing Purchase Price to the Buyer executed respectively Sellers, which will be delivered by each wire transfer of the Eligible Parties (as defined in the Management Services Agreement), and the Buyer shall execute and deliver immediately available funds to the Seller Restricted Stock Agreements for each of the Eligible Parties, respectively; (f) The Buyer shall deliver to the Seller stock certificates issued in the names of the Eligible Parties as required under the terms of the Restricted Stock Agreements. (g) The Seller shall deliver Stockholder Non-Competition Agreements to the Buyer executed an account or accounts designated by the Seller and by each of the Eligible Parties, respectively; (h) Each of the parties shall execute and deliver to the other an Office Sublease relating to each of the premises identified in Schedule 1.1(f)Sellers; and (ixiii) Each of the parties shall execute and deliver Sellers shall, with respect to the other a copy of Companies, terminate the Medical Equipment Master Leaseincentive policy set forth on Schedule 2.4(b)(xiii) and satisfy all liabilities with respect to such policy on or prior to the Closing.

Closing Transactions. At the Applicable Closing, the parties shall take the actions and deliver the documents identified in this Section 5.2. The Closing shall not be deemed to have taken place, and the transactions contemplated by this Agreement shall not be deemed to have been consummated, unless all of the closing transactions identified in this Section 5.2 have been completed or waived in writing by the parties. : (a) The Seller shall deliver With respect to the Buyer an executed copy of Contributable Sites, the ▇▇▇▇ of Sale; (b) Each of the parties T-Mobile Contributors holding such Contributable Sites shall execute contribute, convey, assign, transfer and deliver to the applicable T-Mobile SPE, and such T-Mobile SPE shall acquire, accept and assume from such T-Mobile Contributors, all of their respective right, title and interest in, to and under the Included Property of such Contributable Sites, the related Collocation Agreements, and all Post-Closing Liabilities with respect to such Contributable Sites, by the execution and delivery of: (i) the T-Mobile Internal Transfers Agreement and (ii) such other a copy instruments of conveyance and assignment, including deeds of transfer, as may be necessary for the Assignment and Assumption Agreement; (c) The Buyer shall deliver T-Mobile Contributors to the Seller a cashiers check or wire contribute, convey, assign, transfer funds for that portion of the Purchase Price specified in Section 2.1(b) hereof; (d) Each of the parties shall execute and deliver to the other a fully executed copy T-Mobile SPEs all of their respective right, title and interest in, to and under the Management Services Agreement; (e) The Seller shall deliver Restricted Stock Agreements Included Property of such Contributable Sites and the related Collocation Agreements, in each case, in form and substance reasonably acceptable to the Buyer executed respectively by each of Parties; (b) With respect to the Eligible Parties Assignable Sites (as defined in the Management Services Agreementother than CA/NV Sites), and the Buyer T-Mobile Contributors holding such Assignable Sites shall execute contribute, convey, assign, transfer and deliver to the Seller Restricted Stock Agreements for applicable Sale Site Subsidiary, and such Sale Site Subsidiary shall acquire, accept and assume from such T-Mobile Contributors, all of their respective right, title and interest in, to and under the Included Property of such Assignable Sites, the related Collocation Agreements, and all Post-Closing Liabilities with respect to such Assignable Sites, by the execution and delivery of: (i) with respect to each of such Assignable Site that is an Owned Site, (A) a special warranty deed (or the Eligible Partiesstate-specific equivalent), respectively; pursuant to which the applicable T-Mobile Contributor shall contribute, convey, assign, transfer and deliver its fee simple interests in such Owned Site (fand its right, title and interest in, to and under the appurtenant Towers thereon) The Buyer shall deliver to the Seller stock certificates issued in applicable Sale Site Subsidiary, (B) the names T-Mobile Internal Transfers Agreement, pursuant to which the applicable T-Mobile Contributor shall contribute, convey, assign, transfer and deliver all of the Eligible Parties as required its right, title and interest in, to and under the terms Included Property of such Site (other than the Restricted Stock Agreements. (grelated Owned Sites Land) The Seller shall deliver Stockholder Non-Competition and the related Collocation Agreements to the Buyer executed by applicable Sale Site Subsidiary, (ii) with respect to each such Assignable Site that is a Leased Site, the Seller T-Mobile Internal Transfers Agreement, pursuant to which the applicable T-Mobile Contributor shall contribute, convey, assign, transfer and by each deliver all of its right, title and interest in, to and under the Eligible PartiesIncluded Property of such Site and the related Collocation Agreements to the applicable Sale Site Subsidiary and (iii) such other instruments of conveyance and assignment, respectively; (h) Each including deeds of transfer, as may be necessary for the parties shall execute T-Mobile Contributors to contribute, convey, assign, transfer and deliver to the other an Office Sublease relating Sale Site Subsidiaries all of their respective right, title and interest in, to and under the Included Property of such Assignable Sites and the related Collocation Agreements, in each case, in form and substance reasonably acceptable to the Parties; (c) With respect to each of CA/NV Site, if the premises identified in Schedule 1.1(f); and (i) Each of CA/NV Closing Condition has been satisfied and such CA/NV Site is an Assignable Site hereunder, the parties T-Mobile Contributors holding such CA/NV Site shall execute contribute, convey, assign, transfer and deliver to the applicable Sale Site Subsidiary (or its designee) all of their rights under the CA/NV Master Lease applicable to such Site and all other a copy CA/NV Site Agreements, CA/NV Ground Leases and related Collocation Agreements and all their right, title and interest in, to and under such CA/NV Site and the Included Property of such CA/NV Site by the Medical Equipment execution and delivery of: (i) the T-Mobile Internal Transfers Agreement and (ii) such other instruments of conveyance and assignment, including deeds of transfer, as may be necessary for the T-Mobile Contributors to contribute, convey, assign, transfer and deliver to the Sale Site Subsidiaries all of their rights under the CA/NV Master Lease.Lease and all other CA/NV Site Agreements, CA/NV Ground Leases and related Collocation Agreements applicable to such Site and all of their right, title and interest in, to and under such CA/NV Site and the Included Property of such CA/NV Site, in each case, in form and substance reasonably acceptable to the Parties; 29

Closing Transactions. At the Applicable Closing, the parties shall take the actions and deliver the documents identified in this Section 5.2. The Closing shall not be deemed to have taken place, and the transactions contemplated by this Agreement shall not be deemed to have been consummated, unless all of the closing transactions identified in this Section 5.2 have been completed or waived in writing by the parties.: (a) The Seller With respect to the Contributable Sites, the T-Mobile Contributors holding such Contributable Sites shall contribute, convey, assign, transfer and deliver to the Buyer an executed copy applicable T-Mobile SPE, and such T-Mobile SPE shall acquire, accept and assume from such T-Mobile Contributors, all of their respective right, title and interest in, to and under the ▇▇▇▇ Included Property of Salesuch Contributable Sites, the related Collocation Agreements, and all Post-Closing Liabilities with respect to such Contributable Sites, by the execution and delivery of: (i) the T-Mobile Internal Transfers Agreement and (ii) such other instruments of conveyance and assignment, including deeds of transfer, as may be necessary for the T-Mobile Contributors to contribute, convey, assign, transfer and deliver to the T-Mobile SPEs all of their respective right, title and interest in, to and under the Included Property of such Contributable Sites and the related Collocation Agreements, in each case, in form and substance reasonably acceptable to the Parties; (b) Each of With respect to the parties Assignable Sites (other than CA/NV Sites), the T-Mobile Contributors holding such Assignable Sites shall execute contribute, convey, assign, transfer and deliver to the applicable Sale Site Subsidiary, and such Sale Site Subsidiary shall acquire, accept and assume from such T-Mobile Contributors, all of their respective right, title and interest in, to and under the Included Property of such Assignable Sites, the related Collocation Agreements, and all Post-Closing Liabilities with respect to such Assignable Sites, by the execution and delivery of: (i) with respect to each such Assignable Site that is an Owned Site, (A) a special warranty deed (or the state-specific equivalent), pursuant to which the applicable T-Mobile Contributor shall contribute, convey, assign, transfer and deliver its fee simple interests in such Owned Site (and its right, title and interest in, to and under the appurtenant Towers thereon) to the applicable Sale Site Subsidiary, (B) the T-Mobile Internal Transfers Agreement, pursuant to which the applicable T-Mobile Contributor shall contribute, convey, assign, transfer and deliver all of its right, title and interest in, to and under the Included Property of such Site (other than the related Owned Sites Land) and the related Collocation Agreements to the applicable Sale Site Subsidiary, (ii) with respect to each such Assignable Site that is a copy Leased Site, the T-Mobile Internal Transfers Agreement, pursuant to which the applicable T-Mobile Contributor shall contribute, convey, assign, transfer and deliver all of its right, title and interest in, to and under the Assignment Included Property of such Site and Assumption Agreementthe related Collocation Agreements to the applicable Sale Site Subsidiary and (iii) such other instruments of conveyance and assignment, including deeds of transfer, as may be necessary for the T-Mobile Contributors to contribute, convey, assign, transfer and deliver to the Sale Site Subsidiaries all of their respective right, title and interest in, to and under the Included Property of such Assignable Sites and the related Collocation Agreements, in each case, in form and substance reasonably acceptable to the Parties; (c) The Buyer With respect to each CA/NV Site, if the CA/NV Closing Condition has been satisfied and such CA/NV Site is an Assignable Site hereunder, the T-Mobile Contributors holding such CA/NV Site shall contribute, convey, assign, transfer and deliver to the Seller a cashiers check applicable Sale Site Subsidiary (or wire its designee) all of their rights under the CA/NV Master Lease applicable to such Site and all other CA/NV Site Agreements, CA/NV Ground Leases and related Collocation Agreements and all their right, title and interest in, to and under such CA/NV Site and the Included Property of such CA/NV Site by the execution and delivery of: (i) the T-Mobile Internal Transfers Agreement and (ii) such other instruments of conveyance and assignment, including deeds of transfer, as may be necessary for the T-Mobile Contributors to contribute, convey, assign, transfer funds for that portion and deliver to the Sale Site Subsidiaries all of their rights under the Purchase Price specified CA/NV Master Lease and all other CA/NV Site Agreements, CA/NV Ground Leases and related Collocation Agreements applicable to such Site and all of their right, title and interest in, to and under such CA/NV Site and the Included Property of such CA/NV Site, in Section 2.1(b) hereofeach case, in form and substance reasonably acceptable to the Parties; (d) Each With respect to the Lease Sites, the applicable T-Mobile SPE holding such Lease Sites shall Lease to the Tower Operator the Included Property of such Lease Sites, transfer and assign to the Tower Operator all Collocation Agreements related to such Lease Sites and assign and delegate to the Tower Operator, and the Tower Operator shall accept and assume, all Post-Closing Liabilities with respect to such Lease Sites by the execution and delivery of the parties shall execute Tower Operator General Assignment and deliver to Assumption Agreement and the other a fully executed copy of the Management Services AgreementMPL; (e) The Seller applicable T-Mobile Parties shall sell, convey, assign, transfer and deliver Restricted Stock Agreements to Crown (or one of its Affiliates designated by Crown) all of the issued and outstanding limited liability company membership interests in the Sale Site Subsidiaries (collectively, the “Sale Site Subsidiary Interests”) free and clear of all Liens, and Crown shall purchase, acquire and assume the Sale Site Subsidiary Interests from the applicable T-Mobile Parties. Each of the applicable T-Mobile Parties and Crown shall execute and deliver an assignment and assumption agreement, substantially in the form of Exhibit O (the “Membership Interest Assignment and Assumption Agreement”) pursuant to which the Sale Site Subsidiary Interests of the T-Mobile Parties shall be transferred to Crown; (f) With respect to the Buyer executed respectively by each Managed Sites (including, for the avoidance of doubt, any CA/NV Site if (x) the CA/NV Inclusion occurs but the CA/NV Closing Condition was not satisfied or (y) the CA/NV Closing Condition has been satisfied but such CA/NV Site otherwise constitutes a Non-Assignable Site), the T-Mobile Contributors and the T-Mobile SPEs holding such Managed Sites shall enter into the Management Agreement, pursuant to which the T-Mobile Contributors and the T-Mobile SPEs shall grant to the Tower Operator or the Sale Site Subsidiaries, as applicable, as of the Eligible Parties Applicable Closing Date, the exclusive right to operate each Non-Contributable Site and each Non-Assignable Site, as applicable, including the Included Property thereof, and administer the related Collocation Agreements, and the T-Mobile SPEs shall grant to the Tower Operator, as of the Applicable Closing Date, the right to operate each Pre-Lease Site, including the Included Property thereof, and administer the related Collocation Agreements, in each case until such time as such Site becomes a Lease Site or an Assignable Site, as applicable, and shall assign and delegate to the Tower Operator and the Sale Site Subsidiaries, as applicable, and the Tower Operator and the Sale Site Subsidiaries, as applicable, shall accept and assume, all Post-Closing Liabilities with respect to such Managed Sites; (g) At the Initial Closing Date, subject to Section 1.3 and the adjustments and prorations described in Section 2.9 and Article 3, Crown shall pay to T-Mobile the Closing Total Consideration in immediately available funds. Such funds shall be delivered by wire transfer to an account designated by T-Mobile (on behalf of the T-Mobile Contributors, their Affiliates and the T-Mobile SPEs) by written notice to Crown delivered not later than three business days prior to the Initial Closing Date; (h) The Tower Operator shall sublease or otherwise make available to the T-Mobile Collocators the T-Mobile Collocation Space at the MPL Sites by entering into the MPL Site MLA, and the T-Mobile Collocators shall be obligated to pay the “T-Mobile Total Rent Amount” (as defined in the Management Services Agreement)MPL Site MLA) for the MPL Sites that are the subject of the MPL Site MLA in accordance with the terms thereof, and each Sale Site Subsidiary shall sublease or otherwise make available to the T-Mobile Collocators the T-Mobile Collocation Space at the Sale Sites by entering into the Sale Site MLA, and the Buyer T-Mobile Collocators shall execute and deliver be obligated to pay the Seller Restricted Stock Agreements “T-Mobile Collocation Rent” (as defined in the Sale Site MLA) for each Sale Sites that are the subject of the Eligible Parties, respectivelySale Site MLA in accordance with the terms thereof; (fi) The Buyer shall deliver to the Seller stock certificates issued in the names of the Eligible Parties as required under the terms of the Restricted Stock Agreements. (g) The Seller shall deliver Stockholder NonT-Competition Agreements to the Buyer executed by the Seller and by each of the Eligible Mobile Parties, respectivelythe T-Mobile SPEs, the Tower Operator and the Sale Site Subsidiaries shall enter into the Transition Services Agreement; (hj) Each of The T-Mobile Parties, Tower Operator and the parties Paying Agent shall execute enter into the Paying Agent Agreement; (k) T-Mobile, the T-Mobile SPEs and deliver to Crown shall enter into a Parent Indemnity Agreement substantially in the other an Office Sublease relating to each of form attached as Exhibit P (the premises identified in Schedule 1.1(f“Parent Indemnity Agreement”); and (il) Each of The T-Mobile Parties, the parties T-Mobile SPEs, the T-Mobile Collocators, the Sale Site Subsidiaries, Crown, the Tower Operator and the Paying Agent shall duly execute and deliver the certificates and other contracts, documents and instruments required to be delivered under Article 10 and Article 11, including the other a copy of the Medical Equipment Master LeaseCollateral Agreements.

Closing Transactions. At the Closing, the parties following events shall take occur, each event being (i) conditioned on the actions occurrence or waiver of each other event and deliver the documents identified in this Section 5.2. The Closing shall not be (ii) deemed to have taken place, and the transactions contemplated by this Agreement shall not be deemed to have been consummated, unless all of the closing transactions identified in this Section 5.2 have been completed or waived in writing by the parties.occur simultaneously with each other event: (a) The Seller shall deliver to Buyer or any of its Affiliates designated by Buyer assignments, conveyances and other transfer documents to effect the Buyer an executed copy immediate transfer of full and complete title to and ownership of the ▇▇▇▇ of Sale;Assets to Buyer, all in forms reasonably satisfactory to Buyer, which shall include the items described on the attached Schedule 4.2(a). (b) Each of the parties The Buyer shall execute and deliver to Seller the other a copy of the Assignment amounts payable by Buyer to Seller under and Assumption Agreement;in accordance with Section 3.3(a). (c) The Buyer shall deliver to the Seller a cashiers check or wire transfer funds for that portion of Escrow Agent the Purchase Price specified amounts payable by Buyer to the Escrow Agent under and in Section 2.1(baccordance with Sections 3.3(b) hereof;and 3.3(c). (d) Each Seller Service Co and Buyer shall deliver four counterpart originals of the parties shall execute and deliver to the other a fully Toll Manufacturing Agreement, duly executed copy of the Management Services Agreement;by their respective authorized representatives. (e) The Seller and Buyer shall deliver four counterpart originals of the ▇▇▇▇▇ Agreement, duly executed by their respective authorized representatives. (f) Seller Service Co and Buyer shall deliver four counterpart originals of the Services Agreement, duly executed by their respective authorized representatives. (g) Seller shall deliver Restricted Stock Agreements cause Desc Corporativo, S.A. de C.V. to the Buyer executed respectively by each of the Eligible Parties (as defined in the Management Services Agreement)execute and deliver, and the Buyer shall execute and deliver four counterpart originals of the IT Agreement, which shall be duly executed by their respective authorized representatives. (h) The parties shall appear in front of a notary public to execute an escritura pública transferring from Seller to Buyer all Owned Real Property or any other Asset that is required to be transferred by esctritura pública in accordance with Applicable Law in the form attached hereto as Annex D, with the same being duly executed by the respective authorized representatives of the parties. (i) Seller Restricted Stock Agreements shall deliver to Buyer invoices (facturas) covering all of the Assets that require the delivery of a factura in accordance with Applicable Law, duly executed in favor of Buyer or its designated Affiliate by authorized representatives of Seller and in a form reasonably acceptable to Buyer. All invoices or facturas delivered to Buyer by Seller shall comply with all the applicable requirements set forth in Articles 29 and 29-A of the Mexican Federal Fiscal Code (Código Fiscal de la Federación). Seller shall deliver to Buyer true and correct copies of facturas for Assets that are goods imported by Resistol, each of which shall include the Eligible Partiesdate and number of the custom document (pedimento de importación), respectively;the customs office where the goods were imported into Mexico, and the legend “first-hand sale of imported goods” (venta de primera mano de bienes importación). Seller shall deliver to Buyer true and correct copies of facturas for Assets that are imported goods, the importation of which was not carried out by Resistol, each of which shall include, besides the requirements set forth in Articles 29 and 29-A of the Federal Fiscal Code, the legend “second-hand sale of imported goods” (venta de segunda mano de bienes importación). In addition, Seller shall deliver, as to Assets that are imported goods, a list describing each Asset that is an imported good, along with the original importation “pedimento” (or a true and correct copy thereof) of each such imported good. (fj) The Seller and Buyer (or any other Affiliate designated by Buyer) shall deliver four counterpart originals of transfer documents (cesiónes de derechos) in the form attached hereto as Annex E, which shall be duly executed by their respective authorized representatives, for the registration with the Governmental Authorities of the Intellectual Property Rights in favor of Henkel (or any other Affiliate designated by Buyer). (k) Seller shall deliver from each counterparty to a Material Contract two counterpart originals of an assignment agreement (contrato de cesión) in the form attached hereto as Annex F, duly executed in favor of Buyer or Buyer’s designated Affiliates by authorized representatives of Seller. (l) Seller shall deliver to Buyer, and Buyer shall deliver to the Seller stock certificates issued in the names Seller, such documents and instruments (including routine closing certificates) that evidence fulfillment or waiver of the Eligible Parties closing conditions set forth in Article XIII as required under the terms of the Restricted Stock Agreementsshall be reasonably requested. (gm) The Seller shall deliver Stockholder Non-Competition Agreements the Records to the Buyer executed and/or its designated Affiliates. (n) Seller shall deliver notarial deeds evidencing that Seller is the successor by the Seller merger to Resistol (with such Merger being valid and by each effective as to all Persons) and that all of the Eligible Partiesentities to which Resistol is the successor by merger or name change, respectively;including those set forth in Section 7.6 hereof. (ho) Each With respect to any promissory notes comprising part of the parties Assets, Seller shall deliver such notes, duly endorsed in favor of Buyer. (p) Seller shall execute and deliver to the other an Office Sublease relating to each four originals of the premises identified Guaranty, duly executed by its authorized representatives in Schedule 1.1(f); andfavor of Buyer. (iq) Each of the parties Seller shall execute and deliver a receipt to Buyer evidencing its receipt of the funds required to be delivered to Seller at Closing pursuant to the other a copy terms hereof. (r) Seller and Buyer shall deliver four counterpart originals of the Medical Equipment Master LeaseEnvironmental Remediation Agreement, duly executed by their respective authorized representatives. (s) Seller and Buyer shall deliver four counterpart originals of the Escrow Agreement for the escrow provided for in Section 3.3, duly executed by their respective authorized representatives, and each of them shall cause the Escrow Agent to execute and deliver the same. With respect to the transfer of possession of the Assets from Seller to Buyer, Seller shall physically deliver (by entrega real) all of the Assets that are tangible and shall virtually deliver all of the Assets that are intangible.