Common use of Actions at the Closing Clause in Contracts

Actions at the Closing. At the Closing: (i) the Company shall deliver to the Buyer and Merger Sub each of the certificates, instruments and documents referred to in Section 5.2; (ii) the Buyer and the Merger Sub shall deliver to the Company each of the certificates and instruments referred to in Section 5.3; (iii) the Buyer shall cause a certificate of merger conforming to the requirements of the DGCL and executed in accordance with the relevant provisions of the DGCL (the “Certificate of Merger”) to be filed with the Secretary of State of the State of Delaware; (iv) the Buyer shall pay (by wire transfer) to the Payment Agent an aggregate amount in cash representing (A) the portion of the Merger Consideration payable at the Closing to the holders of Company Shares (in accordance with Section 1.5), (B) the Warrant Consideration payable at Closing (in accordance with Section 1.8) and (C) the portion of the Merger Consideration payable to satisfy and discharge the IPO Notes, in each case after giving effect to the deposit of (x) the Escrow Amount with the Escrow Agent and (y) the Holder Agent Fund Amount in the Holder Agent Fund; (v) the Buyer shall deliver to the Company’s payroll provider or the Payment Agent (as applicable and in accordance with the Merger Consideration Allocation Spreadsheet) the Option Consideration payable at Closing (in accordance with Section 1.8) after giving effect to the deposit of (a) the Escrow Amount with the Escrow Agent and (b) the Holder Agent Fund Amount in the Holder Agent Fund; (vi) the Buyer or the Payment Agent, on behalf of the Company, shall pay the Company Holder Transaction Costs and any Indebtedness (other than the IPO Notes) of the Company in accordance with a certificate of the chief executive officer of the Company delivered to the Buyer at least two (2) days prior to Closing, certifying as to the Company Holder Transaction Costs and the Indebtedness of the Company (including the IPO Notes) as of the Closing (such certificate shall be deemed a representation and warranty of the Company for purposes of Article VI of this Agreement) and the Merger Consideration Allocation Spreadsheet; (vii) Buyer shall deposit, or shall cause the Payment Agent to deposit, with the Escrow Agent an aggregate of Sixteen Million Five Hundred Thousand Dollars ($16,500,000) representing the Escrow Amount in accordance with Section 1.9; and (viii) Buyer shall deposit, or cause the Payment Agent to deposit, an aggregate of $150,000 representing the Holder Agent Fund Amount into an account designated by the Holder Agent in a written notice delivered to Buyer at least two (2) days prior to the Closing Date.

Actions at the Closing. At the Closing: (i) the Company IEP shall issue and deliver to each Contributing Party a certificate or certificates representing the Buyer and Merger Sub each Exchange Units to be received by such Contributing Party pursuant to Section 1.2, or, in the case of any Exchange Units that are held in book-entry form, IEP shall cause such Exchange Units to be transferred to the certificates, instruments and documents referred to account designated in Section 5.2writing by such Contributing Party; (ii) the Buyer and the Merger Sub each Contributing Party shall deliver to IEP the Company each Contribution Shares it is contributing pursuant to Section 1.1, together with instruments of transfer satisfactory to IEP or, in the certificates and instruments referred case of any Contribution Shares that are held in book-entry form, such Contributing Party shall cause such Contribution Shares to be transferred to the account designated in Section 5.3writing by IEP; (iii) the Buyer if requested by IEP, each Contributing Party shall cause deliver to IEP a certificate of merger conforming to statement, meeting the requirements of the DGCL and executed in accordance with the relevant provisions section 1.1445-2(b)(2) of the DGCL (Treasury regulations, to the “Certificate of Merger”) to be filed with the Secretary of State of the State of Delawareeffect that such Contributing Party is not a foreign person; (iv) pursuant to Section 5.1 of the Buyer IEP Registration Rights Agreement, each Contributing Party shall pay (by wire transfer) deliver to IEP an executed signature page to the Payment Agent an aggregate amount in cash representing IEP Registration Rights Agreement (A) the portion of the Merger Consideration payable at the Closing to the holders of Company Shares (in accordance with Section 1.5“IEP Registration Rights Joinder”), (B) the Warrant Consideration payable at Closing (in accordance with Section 1.8) and (C) the portion of the Merger Consideration payable to satisfy and discharge the IPO Notes, in each case after giving effect to the deposit of (x) the Escrow Amount with the Escrow Agent and (y) the Holder Agent Fund Amount in the Holder Agent Fund; (v) IEP shall acknowledge, by signing the Buyer IEP Registration Rights Joinder, that, as a result of the Contributing Parties’ delivery of the IEP Registration Rights Joinder, the Contributing Parties shall deliver be and shall be deemed to be each a “Holder” under the Company’s payroll provider or the Payment Agent (as applicable and in accordance with the Merger Consideration Allocation Spreadsheet) the Option Consideration payable at Closing (in accordance with Section 1.8) after giving effect to the deposit of (a) the Escrow Amount with the Escrow Agent and (b) the Holder Agent Fund Amount in the Holder Agent FundIEP Registration Rights Agreement for all purposes thereunder; (vi) the Buyer IEP shall deliver or the Payment Agent, on behalf of the Company, shall pay the Company Holder Transaction Costs and any Indebtedness (other than the IPO Notes) of the Company in accordance with a certificate of the chief executive officer of the Company cause to be delivered to the Buyer at least two (2) days prior Contributing Parties evidence that the Nasdaq has approved the Exchange Units for listing, subject only to Closingofficial notice of issuance, certifying as in form and substance reasonably acceptable to the Company Holder Transaction Costs Contributing Parties; and the Indebtedness of the Company (including the IPO Notes) as of the Closing (such certificate shall be deemed a representation and warranty of the Company for purposes of Article VI of this Agreement) and the Merger Consideration Allocation Spreadsheet; (vii) Buyer shall deposit, or Beckton shall cause Icahn Enterprises GP Holdings LP (“IEGP”), the Payment Agent general partner of IEP to deposit, with the Escrow Agent an aggregate of Sixteen Million Five Hundred Thousand Dollars ($16,500,000) representing the Escrow Amount make such contribution to IEP as is necessary for IEGP to maintain a 1% general partnership interest in accordance with Section 1.9; and (viii) Buyer shall deposit, or cause the Payment Agent to deposit, an aggregate of $150,000 representing the Holder Agent Fund Amount into an account designated by the Holder Agent in a written notice delivered to Buyer at least two (2) days prior to the Closing DateIEP.

Actions at the Closing. At the Closing: Closing (ia) the Company shall deliver to the Buyer and Merger Sub each of the certificates, instruments and documents referred to in Section 5.2; (ii) the Buyer and the Merger Sub shall deliver to the Company each of the certificates and instruments referred to in Section 5.3; (iii) the Buyer Parties shall cause a certificate of merger conforming in customary form acceptable to the requirements of Parent and the DGCL Company and executed in accordance with the relevant provisions of the DGCL (the “Certificate of Merger”) and other required documents to be filed with in the office of the Secretary of State of the State of DelawareDelaware (the “Delaware Secretary of State”), and Parent, Merger Sub and the Company shall make all other filings or recordings required under the DGCL and applicable Law to give effect to the Merger and the other transactions contemplated hereby; (ivb) Parent and AudioCodes shall deposit or cause to be deposited $7,500,000 (the Buyer shall pay “Escrow Amount”) with U.S. Bank Trust National Association, in its capacity as escrow agent (by wire transferthe “Escrow Agent”) under the Escrow Agreement to be entered into on or prior to the Payment Closing Date by Parent, the Sellers’Representative and the Escrow Agent an aggregate amount in cash representing substantially the form attached hereto as Exhibit A (A) the portion of the Merger Consideration payable at the Closing “Escrow Agreement”), to the holders of Company Shares (be administered in accordance with Section 1.5), (B) the Warrant Consideration payable at Closing (in accordance with Section 1.8) Escrow Agreement; and (Cc) Parent and AudioCodes shall deposit or cause to be deposited $1,000,000 (the portion of the Merger Consideration payable to satisfy and discharge the IPO Notes, in each case after giving effect to the deposit of (x“Expenses Escrow Amount”) the Escrow Amount with the Escrow Agent and (y) under the Holder Agent Fund Amount in the Holder Agent Fund; (v) the Buyer shall deliver Expenses Escrow Agreement to be entered into on or prior to the Company’s payroll provider or Closing Date by the Payment Parent, Sellers’ Representative and the Escrow Agent in substantially the form attached hereto as Exhibit B (as applicable and the “Expenses Escrow Agreement”), to be administered in accordance with the Merger Consideration Allocation SpreadsheetExpenses Escrow Agreement. The Expenses Escrow Fund shall be available solely to compensate the Sellers’Representative and the Sellers for all fees and expenses reasonably incurred by: (i) the Option Consideration payable at Closing (Sellers’ Representative in accordance with Section 1.8) after giving effect to the deposit of (a) the Escrow Amount with the Escrow Agent and (b) the Holder Agent Fund Amount in the Holder Agent Fund; (vi) the Buyer or the Payment Agent, on behalf of the Company, shall pay the Company Holder Transaction Costs and any Indebtedness (other than the IPO Notes) of the Company in accordance with a certificate of the chief executive officer of the Company delivered to the Buyer at least two (2) days prior to Closing, certifying as to the Company Holder Transaction Costs and the Indebtedness of the Company (including the IPO Notes) as of the Closing (such certificate shall be deemed a representation and warranty of the Company for purposes of Article VI of performing its duties under this Agreement) and the Merger Consideration Allocation Spreadsheet; (vii) Buyer shall deposit, or shall cause the Payment Agent to deposit, with the Escrow Agent an aggregate of Sixteen Million Five Hundred Thousand Dollars ($16,500,000) representing the Escrow Amount in accordance with Section 1.9; and (viiiii) Buyer shall depositthe Sellers’ Representative and the Sellers in defending against any claims for indemnification or other claims for damages by AudioCodes, Parent or cause the Payment Agent any other Parent Indemnified Party pursuant to deposit, an aggregate of $150,000 representing the Holder Agent Fund Amount into an account designated by the Holder Agent in a written notice delivered to Buyer at least two (2) days prior to the Closing Datethis Agreement or otherwise.

Actions at the Closing. At the Closingfinal closing of this Agreement, the Company and the Shareholders will each deliver, or cause to be delivered to the other, the shares of stock to be exchanged in accordance with Section 6 of this Agreement and each party shall pay any and all Federal and State taxes required to be paid in connection with the issuance and the delivery of their own securities. All stock certificates shall be in the name of the party to which the same are deliverable. In addition to the above mentioned exchange of certificates, the following transactions will take place at the final closing. The Company will deliver to The Shareholders and Matrix: (ia) Duly certified copies of corporate resolutions and other corporate proceedings taken by the Company shall deliver to authorize the execution, delivery and performance of this Agreement; (b) The opinion of Lexxxxx X. Xxxxxxxxxx, counsel for the Company, as provided for in section 4(c) hereof; (c) A certificate executed by a principal officer of the Company attesting to the Buyer and Merger Sub each fact that all of the certificates, instruments foregoing representations and documents referred warranties of the Company are true and correct as of the Closing Date and that all of the conditions to in Section 5.2the obligations of the Shareholders which are to be performed by the Company have been performed as of the Closing Date; and (iid) A certificate of corporate good standing for the Buyer Company from the State of Utah which shall be dated no more than 60 days prior to the Closing Date. The Shareholders and the Merger Sub shall Matrix will deliver to the Company each (a) The opinion of the certificates and instruments referred to F. Lyxx Xxxxx, Xx., counsel for Matrix, as provided for in Section 5.33(e) hereof; (iiib) the Buyer shall cause a A certificate of merger conforming to the requirements of the DGCL and executed in accordance with the relevant provisions of the DGCL (the “Certificate of Merger”) to be filed with corporate good standing for Matrix from the Secretary of State of the State of Delaware; (iv) the Buyer shall pay (by wire transfer) to the Payment Agent an aggregate amount in cash representing (A) the portion of the Merger Consideration payable at the Closing to the holders of Company Shares (in accordance with Section 1.5), (B) the Warrant Consideration payable at Closing (in accordance with Section 1.8) and (C) the portion of the Merger Consideration payable to satisfy and discharge the IPO Notes, in each case after giving effect to the deposit of (x) the Escrow Amount with the Escrow Agent and (y) the Holder Agent Fund Amount in the Holder Agent Fund; (v) the Buyer shall deliver to the Company’s payroll provider or the Payment Agent (as applicable and in accordance with the Merger Consideration Allocation Spreadsheet) the Option Consideration payable at Closing (in accordance with Section 1.8) after giving effect to the deposit of (a) the Escrow Amount with the Escrow Agent and (b) the Holder Agent Fund Amount in the Holder Agent Fund; (vi) the Buyer or the Payment Agent, on behalf of the Company, shall pay the Company Holder Transaction Costs and any Indebtedness (other than the IPO Notes) of the Company in accordance with a certificate of the chief executive officer of the Company delivered to the Buyer at least two (2) days prior to Closing, certifying as to the Company Holder Transaction Costs and the Indebtedness of the Company (including the IPO Notes) as of the Closing (such certificate Texas which shall be deemed a representation and warranty of the Company for purposes of Article VI of this Agreement) and the Merger Consideration Allocation Spreadsheet; (vii) Buyer shall deposit, or shall cause the Payment Agent to deposit, with the Escrow Agent an aggregate of Sixteen Million Five Hundred Thousand Dollars ($16,500,000) representing the Escrow Amount in accordance with Section 1.9; and (viii) Buyer shall deposit, or cause the Payment Agent to deposit, an aggregate of $150,000 representing the Holder Agent Fund Amount into an account designated by the Holder Agent in a written notice delivered to Buyer at least two (2) dated no more than 60 days prior to the Closing Date; and (c) A certificate by a principal officer of Matrix that each of the representations and warranties of the Shareholders and Matrix are true and correct as of the Closing Date and that all of the conditions to the obligations of the Company which are to be performed by Matrix and the Shareholders have been performed as of the Closing Date. 8.

Actions at the Closing. At the Closing: , (i) the Company shall will deliver to the Buyer and Merger Sub each of the Transitory Subsidiary the various certificates, instruments and documents referred to in Section 5.2(S) 9(a) below; (ii) the Buyer and the Merger Sub shall Transitory Subsidiary will deliver to the Company each of the certificates various certificates, instruments and instruments documents referred to in Section 5.3(S) 9(b) below; (iii) the Buyer shall will deliver or cause a certificate of merger conforming to the requirements of the DGCL and executed be delivered, in each case in accordance with wire transfer instructions delivered in writing at least three (3) Business Days prior to the relevant provisions Closing, (A) the Revolving Credit Proceeds to Citibank N.A. as depository with respect to the commercial paper program of the DGCL Company supported by the Revolving Credit Agreements in order to discharge all indebtedness represented by the foregoing; (B) the “Certificate Park City Proceeds to Union Bank of Merger”Switzerland, New York Branch in order to discharge the Park City Center mortgage indebtedness; (C) the Closing Expense Fund to the Representative; (D) the Post-Closing Escrow Amount and the aggregate Escrow Withholding Amounts to the Post-Closing Escrow Agent, (E) the PCI Allocable Portion (net of the portion thereof delivered as part of the Post-Closing Escrow Amount) to PCI in satisfaction of the Company's obligations in respect of the transfer to the Company (or Company Sub) by PCI of the PCI Venture Interest and (F) the Payment Fund to the Paying Agent in the manner provided below in this (S) 2 (and the Company hereby authorizes the Buyer to make or cause to be filed made all payments referred to in this clause (iii)); (iv) the Company and the Transitory Subsidiary will file with the Secretary of State of the State of Delaware; Delaware a Certificate of Merger in the form attached hereto as Exhibit B (iv) the Buyer shall pay (by wire transfer) to the Payment Agent an aggregate amount in cash representing (A) the portion "Certificate of the Merger Consideration payable at the Closing to the holders of Company Shares (in accordance with Section 1.5), (B) the Warrant Consideration payable at Closing (in accordance with Section 1.8Merger") and (C) the portion of the Merger Consideration payable to satisfy and discharge the IPO Notes, in each case after giving effect to the deposit of (x) the Escrow Amount with the Escrow Agent and (y) the Holder Agent Fund Amount in the Holder Agent Fund; (v) the Buyer shall Deposit Escrow Agent will deliver the Deposit, together with interest earned thereon, to the Company’s payroll provider or the Payment Agent (as applicable and in accordance with the Merger Consideration Allocation Spreadsheet) the Option Consideration payable at Closing (in accordance with Section 1.8) after giving effect to the deposit of (a) the Escrow Amount with the Escrow Agent and (b) the Holder Agent Fund Amount in the Holder Agent Fund; (vi) the Buyer or the Payment Paying Agent, on behalf of the Company, shall pay the Company Holder Transaction Costs and any Indebtedness (other than the IPO Notes) of the Company in accordance with a certificate of the chief executive officer of the Company delivered to the Buyer at least two (2) days prior to Closing, certifying as to the Company Holder Transaction Costs and the Indebtedness of the Company (including the IPO Notes) as of the Closing (such certificate shall be deemed a representation and warranty of the Company for purposes of Article VI of this Agreement) and the Merger Consideration Allocation Spreadsheet; (vii) Buyer shall deposit, or shall cause the Payment Agent to deposit, with the Escrow Agent an aggregate of Sixteen Million Five Hundred Thousand Dollars ($16,500,000) representing the Escrow Amount in accordance with Section 1.9; and (viii) Buyer shall deposit, or cause the Payment Agent to deposit, an aggregate of $150,000 representing the Holder Agent Fund Amount into an account designated by the Holder Agent in a written notice delivered to Buyer at least two (2) days prior to the Closing Date.

Actions at the Closing. At the Closing: , (ia) the Parent and the ---------------------- Company shall deliver to the Buyer and the Merger Sub each of Subsidiary the various certificates, instruments and documents referred to in Section 5.2; , (iib) the Buyer and the Merger Sub Subsidiary shall deliver to the Company each of the certificates various certificates, instruments and instruments documents referred to in Section 5.3; , (iiic) the Buyer shall cause a certificate of merger conforming to the requirements of the DGCL and executed in accordance with the relevant provisions of the DGCL (the “Certificate of Merger”) to be filed file with the Secretary of State of the State of Delaware; Delaware the Buyer Charter Amendment (ivas defined in Section 4.12), (d) the Company and the Merger Subsidiary shall immediately thereafter file with the Secretary of State of the State of Delaware the Certificate of Merger, (e)(i) the Buyer shall pay deliver (by wire transferA) to the Payment Agent an aggregate amount in cash representing Pre-Petition Agent, for the benefit of the Pre-Petition Lenders, immediately available funds equal to the excess of (Ax) $649,000,000 over (y) the portion of the Merger Consideration payable at the Closing to the holders of Company Shares Tower Sale Proceeds (as defined in accordance with Section 1.55.2(f)), (B) to the Warrant Consideration payable at Closing Company immediately available funds when and as required in amounts sufficient to pay allowed administrative and priority claims and expenses of the Debtors, whether allowed prior to or after the Effective Time, as set forth in the Amended Plan (in accordance with Section 1.8collectively, the "Plan Cash") and (C) the portion of the Merger Consideration payable to satisfy and discharge the IPO Notes, in each case after giving effect a bank trust company or other entity reasonably satisfactory to the deposit Company and the Buyer appointed by the Buyer to act as the exchange agent (the "Exchange Agent") pursuant to Section 1.6(a), certificates representing an aggregate number of (x) the Escrow Amount shares of Buyer Common Stock determined in accordance with the Escrow Agent and pricing mechanism set forth in Schedule II attached hereto (ythe "Plan Shares") the Holder Agent Fund Amount in the Holder Agent Fund; to be distributed as contemplated by Section 1.6(b), (vii) the Buyer shall deliver issue the Buyer Common -------------- Stock (and Buyer Class B Common Stock, if applicable) and, if a Rights Offering Adjustment shall not have occurred, (A) Buyer Warrants purchased through the exercise of Rights and (B) Buyer Warrants purchased by or otherwise issued to the Company’s payroll provider or the Payment Agent (as applicable and Standby Purchasers in accordance connection with the Merger Consideration Allocation SpreadsheetStandby Purchase Commitments, and (iii) if a Rights Offering Adjustment shall have occurred, the Option Consideration payable at Closing (in accordance with Section 1.8) after giving effect Buyer shall issue the Buyer Common Stock purchased through the exercise of the Stockholder Rights and, to the deposit of (a) the Escrow Amount with the Escrow Agent and (b) the Holder Agent Fund Amount in the Holder Agent Fund; (vi) extent such Stockholder Rights are not exercised, the Buyer or the Payment Agent, on behalf of the Company, shall pay the Company Holder Transaction Costs and any Indebtedness (other than the IPO Notes) of the Company in accordance with a certificate of the chief executive officer of the Company delivered to issue the Buyer at least two (2) days prior to Closing, certifying as to the Company Holder Transaction Costs and the Indebtedness of the Company (including the IPO Notes) as of the Closing (such certificate shall be deemed a representation and warranty of the Company for purposes of Article VI of this Agreement) and the Merger Consideration Allocation Spreadsheet; (vii) Buyer shall deposit, or shall cause the Payment Agent to deposit, with the Escrow Agent an aggregate of Sixteen Million Five Hundred Thousand Dollars ($16,500,000) representing the Escrow Amount in accordance with Section 1.9; and (viii) Buyer shall deposit, or cause the Payment Agent to deposit, an aggregate of $150,000 representing the Holder Agent Fund Amount into an account designated by the Holder Agent in a written notice delivered to Buyer at least two (2) days prior to the Closing DateParticipation Warrants.

Actions at the Closing. At the Closing: , (ia) the Company shall deliver to the Buyer and Merger Sub each of the Acquisition Subsidiary the various certificates, instruments and documents referred to in Section 5.2; , (iib) the Buyer Acquisition Subsidiary and the Merger Sub Parent shall deliver to the Company each of the certificates various certificates, instruments and instruments documents referred to in Section 5.3; , (iiic) the Buyer Company shall cause a certificate of merger conforming to the requirements of the DGCL and executed in accordance with the relevant provisions of the DGCL (the “Certificate of Merger”) to be filed file with the Secretary of State of the State of Delaware; (iv) the Buyer shall pay (by wire transfer) Georgia a certificate of merger with respect to the Payment Agent an aggregate amount in cash representing (A) Merger as required by the portion Georgia Act and the Acquisition Subsidiary shall file with the Secretary of State of the Merger Consideration payable at the Closing State of Delaware a certificate of merger with respect to the Merger as required by the Delaware General Corporation Law, (d) each shareholder of the Company, other than holders of Company Dissenting Shares (as defined in accordance with Section 1.51.6), (B) the Warrant Consideration payable at Closing (in accordance with Section 1.8) and (C) the portion of the Merger Consideration payable to satisfy and discharge the IPO Notes, in each case after giving effect to the deposit of (x) the Escrow Amount with the Escrow Agent and (y) the Holder Agent Fund Amount in the Holder Agent Fund; (v) the Buyer shall deliver to the Company’s payroll provider Buyer for cancellation the certificate(s) representing his or her Company Shares (as defined in Section 1.5(a)), (e) Parent shall authorize the Payment transfer agent for its shares of stock (the "Exchange Agent") to issue to each holder of Company Preferred Shares (as defined below) who has delivered for cancellation his or its certificates for such Company Preferred Shares (the "Preferred Certificates") pursuant to clause (d) of this Section certificate(s) for the Initial Shares (as defined below) as provided in Section 1.5 below, (f) Parent shall cause the Surviving Corporation to deliver to each holder of Company Common Shares (as defined below) who has delivered for cancellation his or its certificates for such Company Common Shares (the "Common Certificates") pursuant to clause (d) of this Section a check for the Per Share Common Cash Consideration as provided in Section 1.5 below, and (g) the Parent, the Principals and the Escrow Agent (as applicable defined therein) shall execute and in accordance with the Merger Consideration Allocation Spreadsheet) the Option Consideration payable at Closing (in accordance with Section 1.8) after giving effect to the deposit of (a) deliver the Escrow Amount with Agreement attached hereto as Exhibit A (the "Escrow Agreement") and the Parent shall authorize its transfer agent to deliver to the Escrow Agent and (b) the Holder Agent Fund Amount in the Holder Agent Fund; (vi) the Buyer or the Payment Agent, on behalf of the Company, shall pay the Company Holder Transaction Costs and any Indebtedness (other than the IPO Notes) of the Company in accordance with a certificate of for the chief executive officer of Escrow Shares (as defined below) being placed in escrow (the Company delivered to the Buyer at least two (2"Escrow") days prior to Closing, certifying as to the Company Holder Transaction Costs and the Indebtedness of the Company (including the IPO Notes) as of on the Closing (such certificate shall be deemed a representation and warranty of the Company for purposes of Article VI of this Agreement) and the Merger Consideration Allocation Spreadsheet; (vii) Buyer shall deposit, or shall cause the Payment Agent Date pursuant to deposit, with the Escrow Agent an aggregate of Sixteen Million Five Hundred Thousand Dollars ($16,500,000) representing the Escrow Amount in accordance with Section 1.9; and (viii) Buyer shall deposit, or cause the Payment Agent to deposit, an aggregate of $150,000 representing the Holder Agent Fund Amount into an account designated by the Holder Agent in a written notice delivered to Buyer at least two (2) days prior to the Closing Date.

Actions at the Closing. At the Closing: , the transactions described in paragraph (a) above shall take place in the order described therein. At the Closing, (i) the Company shall CDMI will deliver to Gamogen non-competition agreements executed by Interactive and Xxxxxx and Xxxxxx XxXxxxxx prohibiting them from engaging in the Buyer film production business for five years (other than through Gamogen), and Merger Sub each a consulting agreement with Xxxxxx XxXxxxxx providing for him to render up to 20 hours per week of consulting services regarding film production for a period of one year (renewable by mutual consent) in exchange for a fee of $65,000 per year per plus reimbursement of reasonable out-of-pocket expenses and a car allowance of up to $500 per month, a certified charter, certificates of good standing in Delaware and California, an officer's certificate certifying the adoption of Board and stockholder resolutions approving the transactions herein and other matters customarily addressed by such certificates, and such other certificates, instruments, and documents reasonably requested by Gamogen, (ii) Gamogen will deliver to CDMI, with respect to both Gamogen and Newco, a certified charter, a certificate of good standing in New York (Gamogen only), executed counterparts (in its capacity as parent of the certificates, instruments Surviving Corporation) of the non-competition and documents consulting agreements referred to in Section 5.2; clause (iii) above, an officer's certificate certifying the Buyer adoption of Board and stockholders resolutions approving the Merger Sub shall deliver to the Company each of the certificates transactions herein and instruments referred to in Section 5.3; other matters customarily addressed by such certificates, and such other various certificates, instruments, and documents reasonably requested by CDMI, (iii) the Buyer shall cause a certificate of merger conforming to the requirements of the DGCL Gamogen and executed in accordance with the relevant provisions of the DGCL (the “Certificate of Merger”) to be filed CDMI will file with the Secretary of State of Delaware a Certificate of Merger in the State form attached hereto as Exhibit A (the "Certificate of Delaware; Merger"), and (iv) the Buyer shall pay (by wire transfer) to the Payment Agent an aggregate amount in cash representing (A) the portion of the Merger Consideration payable at the Closing to the holders of Company Shares (in accordance with Section 1.5), (B) the Warrant Consideration payable at Closing (in accordance with Section 1.8) and (C) the portion of the Merger Consideration payable to satisfy and discharge the IPO Notes, in each case after giving effect to the deposit of (x) the Escrow Amount with the Escrow Agent and (y) the Holder Agent Fund Amount in the Holder Agent Fund; (v) the Buyer shall Gamogen will deliver to the Company’s payroll provider or Transfer Agent in the Payment Agent manner provided below in this Section 2 the certificates evidencing the CDMI Shares issued pursuant to paragraphs (as applicable a)(ii) above and in accordance with (d)(v) below. Any terms of the Merger Consideration Allocation Spreadsheet) the Option Consideration payable at Closing (in accordance with Section 1.8) after giving effect consulting and non-competition agreements not provided for herein will be commercially reasonable terms mutually agreeable to the deposit of (a) the Escrow Amount with the Escrow Agent and (b) the Holder Agent Fund Amount in the Holder Agent Fund; (vi) the Buyer or the Payment Agent, on behalf of the Company, shall pay the Company Holder Transaction Costs and any Indebtedness (other than the IPO Notes) of the Company in accordance with a certificate of the chief executive officer of the Company delivered to the Buyer at least two (2) days prior to Closing, certifying as to the Company Holder Transaction Costs and the Indebtedness of the Company (including the IPO Notes) as of the Closing (such certificate shall be deemed a representation and warranty of the Company for purposes of Article VI of this Agreement) and the Merger Consideration Allocation Spreadsheet; (vii) Buyer shall deposit, or shall cause the Payment Agent to deposit, with the Escrow Agent an aggregate of Sixteen Million Five Hundred Thousand Dollars ($16,500,000) representing the Escrow Amount in accordance with Section 1.9; and (viii) Buyer shall deposit, or cause the Payment Agent to deposit, an aggregate of $150,000 representing the Holder Agent Fund Amount into an account designated by the Holder Agent in a written notice delivered to Buyer at least two (2) days prior to the Closing Dateparties.

Actions at the Closing. At the Closing: (ia) the Company shall deliver to the Buyer Parent and Merger Sub each of the Acquisition Subsidiary the various certificates, instruments and documents referred to in Section 5.2; (iib) the Buyer Parent and the Merger Sub Acquisition Subsidiary shall deliver to the Company each of the certificates various certificates, instruments and instruments documents referred to in Section 5.3; (iiic) the Buyer Surviving Corporation shall cause a certificate of merger conforming to file the requirements of the DGCL and executed in accordance with the relevant provisions of the DGCL (the “Certificate of Merger”) to be filed Merger with the Secretary of State of the State of Delaware; (ivd) each of the stockholders of record of the Company immediately prior to the Effective Time (collectively, the “Company Stockholders”) shall, if requested by the Parent, deliver to the Parent the certificate(s) representing his, her or its shares of Company Shares; (e) the Buyer shall pay Parent agrees to promptly deliver certificates for the Merger Shares (by wire transferas defined below) to the Payment Agent an aggregate amount in cash representing (A) the portion of the Merger Consideration payable at the Closing to the holders of each Company Shares (in accordance with Section 1.5), (B) the Warrant Consideration payable at Closing (Stockholder in accordance with Section 1.8) and ; (Cf) the portion of the Merger Consideration payable to satisfy and discharge the IPO Notes, in each case after giving effect to the deposit of (x) the Escrow Amount with the Escrow Agent and (y) the Holder Agent Fund Amount in the Holder Agent Fund; (v) the Buyer Parent shall deliver to the CompanyCompany (i) evidence that the Parent’s payroll provider or the Payment Agent board of directors is authorized to consist of five individuals, (as applicable and in accordance with the Merger Consideration Allocation Spreadsheetii) the Option Consideration payable at Closing (in accordance with Section 1.8) after giving effect to the deposit resignations of (a) the Escrow Amount with the Escrow Agent and (b) the Holder Agent Fund Amount in the Holder Agent Fund; (vi) the Buyer or the Payment Agent, on behalf all individuals who served as directors and/or officers of the Company, shall pay the Company Holder Transaction Costs and any Indebtedness (other than the IPO Notes) of the Company in accordance with a certificate of the chief executive officer of the Company delivered to the Buyer at least two (2) days prior to Closing, certifying as to the Company Holder Transaction Costs and the Indebtedness of the Company (including the IPO Notes) as of the Closing (such certificate shall be deemed a representation and warranty of the Company for purposes of Article VI of this Agreement) and the Merger Consideration Allocation Spreadsheet; (vii) Buyer shall deposit, or shall cause the Payment Agent to deposit, with the Escrow Agent an aggregate of Sixteen Million Five Hundred Thousand Dollars ($16,500,000) representing the Escrow Amount in accordance with Section 1.9; and (viii) Buyer shall deposit, or cause the Payment Agent to deposit, an aggregate of $150,000 representing the Holder Agent Fund Amount into an account designated by the Holder Agent in a written notice delivered to Buyer at least two (2) days Parent immediately prior to the Closing Date., which resignations shall be effective as of the Effective Time, (iii) evidence of the appointment of four directors to serve immediately following the Effective Time, three of whom shall have been designated by the Company (with the Company having the right to designate one additional director) and one of whom shall be designated by the Placement Agent immediately prior to the Closing Date, provided that such appointee is reasonably acceptable to the Company, and (v) evidence of the appointment of such executive officers of the Parent to serve immediately upon the Effective Time as shall have been designated by the Company; and 3 (g) the closing of at least the Minimum Offering Amount under the Private Placement Offering shall be completed and the proceeds therefrom distributed in accordance with the terms of the Private Placement Offering. 1.7

Actions at the Closing. At the Closing: (i) the Company IEP shall issue and deliver to Contributor a certificate or certificates representing the Buyer and Merger Sub each Exchange Units or, in the case of any Exchange Units that are held in book-entry form, IEP shall cause such Exchange Units to be transferred to the certificates, instruments and documents referred to account designated in Section 5.2writing by Contributor; (ii) the Buyer and the Merger Sub Contributor shall deliver to IEP the Company each Contribution Stock, together with instruments of transfer satisfactory to IEP or, in the certificates and instruments referred case of any Contribution Stock that is held in book-entry form, Contributor shall cause such Contribution Stock to be transferred to the account designated in Section 5.3writing by IEP; (iii) the Buyer Contributor shall cause deliver to IEP a certificate of merger conforming to statement, meeting the requirements of the DGCL and executed in accordance with the relevant provisions section 1.1445-2(b)(2) of the DGCL (Treasury regulations, to the “Certificate of Merger”) to be filed with the Secretary of State of the State of Delawareeffect that Contributor is not a foreign person; (iv) IEP and Contributor shall enter into the Buyer shall pay (by wire transfer) to the Payment Agent an aggregate amount in cash representing (A) the portion of the Merger Consideration payable at the Closing to the holders of Company Shares (in accordance with Section 1.5), (B) the Warrant Consideration payable at Closing (in accordance with Section 1.8) and (C) the portion of the Merger Consideration payable to satisfy and discharge the IPO Notes, in each case after giving effect to the deposit of (x) the Escrow Amount with the Escrow Agent and (y) the Holder Agent Fund Amount in the Holder Agent FundSecond FMO Registration Rights Assignment Agreement; (v) pursuant to Section 5.1 of the Buyer IEP Registration Rights Agreement, Contributor shall deliver to the Company’s payroll provider or the Payment Agent (as applicable and in accordance with the Merger Consideration Allocation Spreadsheet) the Option Consideration payable at Closing (in accordance with Section 1.8) after giving effect IEP an executed signature page to the deposit of IEP Registration Rights Agreement (a) the Escrow Amount with the Escrow Agent and (b) the Holder Agent Fund Amount in the Holder Agent Fund“IEP Registration Rights Joinder”); (vi) IEP shall acknowledge, by signing the Buyer or the Payment AgentIEP Registration Rights Joinder, on behalf that, as a result of Contributor’s delivery of the CompanyIEP Registration Rights Joinder, Contributor shall pay the Company Holder Transaction Costs be and any Indebtedness (other than the IPO Notes) of the Company in accordance with a certificate of the chief executive officer of the Company delivered to the Buyer at least two (2) days prior to Closing, certifying as to the Company Holder Transaction Costs and the Indebtedness of the Company (including the IPO Notes) as of the Closing (such certificate shall be deemed to be a representation “Holder” under the IEP Registration Rights Agreement for all purposes thereunder; and warranty of the Company for purposes of Article VI of this Agreement) and the Merger Consideration Allocation Spreadsheet; (vii) Buyer IEP shall deposit, or shall cause the Payment Agent to deposit, with the Escrow Agent an aggregate of Sixteen Million Five Hundred Thousand Dollars ($16,500,000) representing the Escrow Amount in accordance with Section 1.9; and (viii) Buyer shall deposit, deliver or cause the Payment Agent to deposit, an aggregate of $150,000 representing the Holder Agent Fund Amount into an account designated by the Holder Agent in a written notice be delivered to Buyer at least two (2) days prior Contributor evidence that the NYSE has approved the Exchange Units for listing, subject only to the Closing Dateofficial notice of issuance, in form and substance reasonably acceptable to Contributor.

Actions at the Closing. At the Closing: , (ia) the Company shall deliver to the Buyer and Merger Sub each of the Transitory Subsidiary the various certificates, instruments and documents referred to in Section 5.2; 4.2, (iib) the Buyer and the Merger Sub Transitory Subsidiary shall deliver to the Company each of the certificates various certificates, instruments and instruments documents referred to in Section 5.3; 4.3, (iiic) the Buyer Company and the Transitory Subsidiary shall cause a certificate of merger conforming to the requirements of the DGCL and executed in accordance with the relevant provisions of the DGCL (the “Certificate of Merger”) to be filed file with the Secretary of State of the State of Delaware; Delaware the Certificate of Merger, (ivd) the Buyer shall pay deliver a certificate for the Initial Shares (by wire transferas defined below) to the Payment Agent an aggregate amount in cash representing (A) the portion of the Merger Consideration payable at the Closing a bank trust company or other entity reasonably satisfactory to the holders of Company Shares appointed by the Buyer to act as the exchange agent (the "Exchange Agent") in accordance with Section 1.5)1.7, (Be) the Warrant Consideration payable at Closing Buyer, the Indemnification Representatives (in accordance with Section 1.8as defined therein) and (C) the portion of the Merger Consideration payable to satisfy and discharge the IPO Notes, in each case after giving effect to the deposit of (x) the Escrow Amount with the Escrow Agent (as defined therein) shall execute and deliver the Escrow Agreement attached hereto as EXHIBIT A (ythe "Escrow Agreement") the Holder Agent Fund Amount in the Holder Agent Fund; (v) and the Buyer shall deliver to the Company’s payroll provider or Escrow Agent a certificate for the Payment Agent Escrow Shares (as applicable and defined below) being placed in accordance with escrow on the Merger Consideration Allocation SpreadsheetClosing Date pursuant to Section 1.10, (f) the Option Consideration payable at Closing Initial Bridge Note Holders and the Subsequent Bridge Note Holders (each as defined below) shall deliver to the Buyer for cancellation the Initial Bridge Notes and the Subsequent Bridge Notes (each as defined below), respectively, pursuant to Section 1.17, and (h) the Buyer shall issue to the Initial Bridge Note Holders the Note Repayment Shares (as defined below) in full payment of the Initial Bridge Notes, and the Buyer shall issue to the Subsequent Bridge Note Holders the Note Repayment Price (as defined below) in full payment of the Subsequent Bridge Notes, each in accordance with Section 1.8) after giving effect to the deposit of (a) the Escrow Amount with the Escrow Agent and (b) the Holder Agent Fund Amount in the Holder Agent Fund; (vi) the Buyer or the Payment Agent, on behalf of the Company, shall pay the Company Holder Transaction Costs and any Indebtedness (other than the IPO Notes) of the Company in accordance with a certificate of the chief executive officer of the Company delivered to the Buyer at least two (2) days prior to Closing, certifying as to the Company Holder Transaction Costs and the Indebtedness of the Company (including the IPO Notes) as of the Closing (such certificate shall be deemed a representation and warranty of the Company for purposes of Article VI of this Agreement) and the Merger Consideration Allocation Spreadsheet; (vii) Buyer shall deposit, or shall cause the Payment Agent to deposit, with the Escrow Agent an aggregate of Sixteen Million Five Hundred Thousand Dollars ($16,500,000) representing the Escrow Amount in accordance with Section 1.9; and (viii) Buyer shall deposit, or cause the Payment Agent to deposit, an aggregate of $150,000 representing the Holder Agent Fund Amount into an account designated by the Holder Agent in a written notice delivered to Buyer at least two (2) days prior to the Closing Date1.17.

Actions at the Closing. At the Closing: , (ia) Learning Curve shall ----------------------- deliver to RCE the Company various documents, instruments, and certificates referred to in section 6.1 hereof, (b) RCE and the Acquisition Subsidiaries shall deliver to Learning Curve the Buyer various documents, instruments, and Merger Sub each of the certificates, instruments and documents certificates referred to in Section 5.2; section 6.2 hereof, (iic) the Buyer and the Merger Sub shall deliver to the Company each of the certificates and instruments referred to in Section 5.3; (iii) the Buyer shall cause a certificate of merger conforming to for the requirements of the DGCL and executed in accordance with the relevant provisions of the DGCL (the “Certificate of Merger”) to Learning Curve Merger shall be filed with the office of the Secretary of State of the State of Delaware; Delaware in the form attached hereto as Exhibit A (iv) the Buyer shall pay (by wire transfer) to the Payment Agent an aggregate amount in cash representing (A) the portion "Learning Curve Certificate of the Merger Consideration payable at the Closing to the holders of Company Shares (in accordance with Section 1.5Merger"), (Bd) the Warrant Consideration payable at Closing (in accordance with Section 1.8) Learning Curve shall sell, assign, transfer, convey and (C) the portion deliver all of the Merger Consideration payable LC SUB II Shares held by Learning Curve to satisfy Sub II, free and discharge clear of all Encumbrances, and Sub II shall purchase, acquire and accept from Learning Curve such LC SUB II Shares in exchange for the IPO Notespayment by Sub II to Learning Curve of the LC SUB II Stock Purchase Price (the "LC SUB II Stock Purchase"), (e) Learning Curve shall sell, assign, transfer, convey and deliver all of the LC SUB III Shares to Sub III, free and clear of all Encumbrances, and Sub III shall purchase, acquire and accept from Learning Curve such LC SUB III Shares in each case after giving effect exchange for the payment by Sub II to Learning Curve of the deposit of LC SUB III Stock Purchase Price (xthe "LC SUB III Stock Purchase"), (f) the Escrow Amount with the Escrow Agent and (y) the Holder Agent Fund Amount in the Holder Agent Fund; (v) the Buyer RCE shall deliver to the Company’s payroll provider or the Payment Exchange Agent (as applicable and in accordance with the Merger Consideration Allocation Spreadsheet) the Option Consideration payable at Closing (in accordance with Section 1.8) after giving effect certificates evidencing 666,667 RCE Shares to be issued pursuant to the deposit of Learning Curve Merger (athe "Merger Shares") and cash in an amount sufficient to pay the Escrow Amount with the Escrow Agent and (b) the Holder Agent Fund Amount aggregate Cash Consideration in the Holder Agent Fund; manner provided in section 2.8(a) hereof, (vig) the Buyer or the Payment AgentRCE will, on behalf of Learning Curve, cause all unpaid Learning Curve Debt under the Company, shall pay Credit Agreement and the Company Holder Transaction Costs and any Indebtedness Senior Sub Debt Agreements to be paid in full (other than the IPO Notes) of the Company in accordance with a certificate of the chief executive officer of the Company delivered subject to the Buyer at least two (2) days prior to Closing, certifying as to the Company Holder Transaction Costs and the Indebtedness receipt by RCE of the Company (including the IPO Notes) as of the Closing (payoff letters for all such certificate shall be deemed a representation and warranty of the Company for purposes of Article VI of this Agreement) and the Merger Consideration Allocation Spreadsheet; (vii) Buyer shall deposit, Learning Curve Debt on or shall cause the Payment Agent to deposit, with the Escrow Agent an aggregate of Sixteen Million Five Hundred Thousand Dollars ($16,500,000) representing the Escrow Amount in accordance with Section 1.9; and (viii) Buyer shall deposit, or cause the Payment Agent to deposit, an aggregate of $150,000 representing the Holder Agent Fund Amount into an account designated by the Holder Agent in a written notice delivered to Buyer at least two (2) days prior to before the Closing Date) and (h) RCE shall, on behalf of Learning Curve, pay the HIT Payment as provided in section 2.10(c) hereof.

Actions at the Closing. At the Closing: (i( i ) IEP shall issue and deliver to each Contributing Party a certificate or certificates representing the Company Exchange Units to be received by such Contributing Party pursuant to Section 1.2 , or, in the case of any Exchange Units that are held in book-entry form, IEP shall cause such Exchange Units to be transferred to the account designated in writing by such Contributing Party; ( ii ) each Contributing Party shall deliver to IEP the Buyer and Merger Sub Contribution Shares it is contributing pursuant to Section 1.1 , together with instruments of transfer satisfactory to IEP or, in the case of any Contribution Shares that are held in book-entry form, such Contributing Party shall cause such Contribution Shares to be transferred to the account designated in writing by IEP; ( iii ) if requested by IEP, each of the certificates, instruments and documents referred to in Section 5.2; (ii) the Buyer and the Merger Sub Contributing Party shall deliver to the Company each of the certificates and instruments referred to in Section 5.3; (iii) the Buyer shall cause IEP a certificate of merger conforming to statement, meeting the requirements of the DGCL and executed in accordance with the relevant provisions section 1.1445-2(b)(2) of the DGCL (Treasury regulations, to the “Certificate of Merger”effect that such Contributing Party is not a foreign person; ( iv ) pursuant to be filed with the Secretary of State Section 5.1 of the State of Delaware; (iv) the Buyer shall pay (by wire transfer) to the Payment Agent an aggregate amount in cash representing (A) the portion of the Merger Consideration payable at the Closing to the holders of Company Shares (in accordance with Section 1.5)IEP Registration Rights Agreement, (B) the Warrant Consideration payable at Closing (in accordance with Section 1.8) and (C) the portion of the Merger Consideration payable to satisfy and discharge the IPO Notes, in each case after giving effect to the deposit of (x) the Escrow Amount with the Escrow Agent and (y) the Holder Agent Fund Amount in the Holder Agent Fund; (v) the Buyer Contributing Party shall deliver to the Company’s payroll provider or the Payment Agent (as applicable and in accordance with the Merger Consideration Allocation Spreadsheet) the Option Consideration payable at Closing (in accordance with Section 1.8) after giving effect IEP an executed signature page to the deposit of IEP Registration Rights Agreement (athe “ IEP Registration Rights Joinder ”); ( v ) IEP shall acknowledge, by signing the Escrow Amount with the Escrow Agent and (b) the Holder Agent Fund Amount in the Holder Agent Fund; (vi) the Buyer or the Payment AgentIEP Registration Rights Joinder, on behalf that, as a result of the Company, shall pay the Company Holder Transaction Costs and any Indebtedness (other than the IPO Notes) Contributing Parties' delivery of the Company in accordance with IEP Registration Rights Joinder, the Contributing Parties shall be and shall be deemed to be each a certificate of “Holder” under the chief executive officer of the Company IEP Registration Rights Agreement for all purposes thereunder; ( vi ) IEP shall deliver or cause to be delivered to the Buyer at least two (2Contributing Parties evidence that the Nasdaq has approved the Exchange Units for listing, subject only to official notice of issuance, in form and substance reasonably acceptable to Contributing Parties; and ( vii ) days prior to Closing, certifying as to the Company Holder Transaction Costs and the Indebtedness of the Company (including the IPO Notes) as of the Closing (such certificate shall be deemed a representation and warranty of the Company for purposes of Article VI of this Agreement) and the Merger Consideration Allocation Spreadsheet; (vii) Buyer shall deposit, or Beckton shall cause Icahn Enterprises GP Holdings LP (“ IEGP ”), the Payment Agent general partner of IEP to deposit, with the Escrow Agent an aggregate of Sixteen Million Five Hundred Thousand Dollars ($16,500,000) representing the Escrow Amount make such contribution to IEP as is necessary for IEGP to maintain a 1% general partnership interest in accordance with Section 1.9; and (viii) Buyer shall deposit, or cause the Payment Agent to deposit, an aggregate of $150,000 representing the Holder Agent Fund Amount into an account designated by the Holder Agent in a written notice delivered to Buyer at least two (2) days prior to the Closing DateIEP.

Actions at the Closing. At the Closing: (i) the Company IEP shall issue and deliver to each Contributing Party a certificate or certificates representing the Buyer and Merger Sub each Exchange Units to be received by such Contributing Party pursuant to Section 1.2, or, in the case of any Exchange Units that are held in book-entry form, IEP shall cause such Exchange Units to be transferred to the certificates, instruments and documents referred to account designated in Section 5.2writing by such Contributing Party; (ii) the Buyer and the Merger Sub each Contributing Party shall deliver to IEP the Company each Contribution Stock it is contributing pursuant to Section 1.1, together with instruments of transfer satisfactory to IEP or, in the certificates and instruments referred case of any Contribution Stock that is held in book-entry form, such Contributing Party shall cause such Contribution Stock to be transferred to the account designated in Section 5.3writing by IEP; (iii) the Buyer each Contributing Party shall cause deliver to IEP a certificate of merger conforming to statement, meeting the requirements of the DGCL and executed in accordance with the relevant provisions section 1.1445-2(b)(2) of the DGCL (Treasury regulations, to the “Certificate of Merger”) to be filed with the Secretary of State of the State of Delawareeffect that such Contributing Party is not a foreign person; (iv) IEP and Arnos Corp. (the Buyer “Lender”) shall pay (by wire transfer) to the Payment Agent enter into an aggregate amount in cash representing (A) the portion of the Merger Consideration payable at the Closing to the holders of Company Shares (in accordance with Section 1.5), (B) the Warrant Consideration payable at Closing (in accordance with Section 1.8) Assignment and (C) the portion of the Merger Consideration payable to satisfy and discharge the IPO NotesAssumption Agreement, in each case after giving effect a form reasonably acceptable to IEP and the deposit Lender, for the assignment by Lender, and assumption by Icahn Enterprises Holdings L.P., of (x) all of Lender’s rights and obligations under the Escrow Amount with the Escrow Agent Viskase Loan and (y) the Holder Agent Fund Amount in the Holder Agent FundSecurity Agreement; (v) pursuant to Section 5.1 of the Buyer IEP Registration Rights Agreement, each Contributing Party shall deliver to the Company’s payroll provider or the Payment Agent (as applicable and in accordance with the Merger Consideration Allocation Spreadsheet) the Option Consideration payable at Closing (in accordance with Section 1.8) after giving effect IEP an executed signature page to the deposit of IEP Registration Rights Agreement (a) the Escrow Amount with the Escrow Agent and (b) the Holder Agent Fund Amount in the Holder Agent Fund“IEP Registration Rights Joinder”); (vi) IEP shall acknowledge, by signing the Buyer or the Payment AgentIEP Registration Rights Joinder, on behalf that, as a result of the Company, shall pay the Company Holder Transaction Costs and any Indebtedness (other than the IPO Notes) Contributing Parties’ delivery of the Company in accordance with a certificate of IEP Registration Rights Joinder, the chief executive officer of the Company delivered to the Buyer at least two (2) days prior to Closing, certifying as to the Company Holder Transaction Costs Contributing Parties shall be and the Indebtedness of the Company (including the IPO Notes) as of the Closing (such certificate shall be deemed to be each a representation and warranty of “Holder” under the Company IEP Registration Rights Agreement for all purposes of Article VI of this Agreement) and the Merger Consideration Allocation Spreadsheetthereunder; (vii) Buyer IEP shall depositdeliver or cause to be delivered to the Contributing Parties evidence that the NYSE has approved the Exchange Units for listing, or shall cause the Payment Agent subject only to depositofficial notice of issuance, with the Escrow Agent an aggregate of Sixteen Million Five Hundred Thousand Dollars ($16,500,000) representing the Escrow Amount in accordance with Section 1.9form and substance reasonably acceptable to Contributing Parties; and (viii) Buyer Beckton shall deposit, or cause the Payment Agent IEGP to deposit, an aggregate of $150,000 representing the Holder Agent Fund Amount into an account designated by the Holder Agent make such contribution to IEP as is necessary for IEGP to maintain a 1% general partnership interest in a written notice delivered to Buyer at least two (2) days prior to the Closing DateIEP.

Actions at the Closing. At the Closing: (i) the Company IEP shall issue and deliver to each Contributing Party a certificate or certificates representing the Buyer and Merger Sub each Exchange Units to be received by such Contributing Party pursuant to Section 1.2, or, in the case of any Exchange Units that are held in book-entry form, IEP shall cause such Exchange Units to be transferred to the certificates, instruments and documents referred to account designated in Section 5.2writing by such Contributing Party; (ii) the Buyer and the Merger Sub each Contributing Party shall deliver to IEP the Company each Contribution Stock it is contributing pursuant to Section 1.1, together with instruments of transfer satisfactory to IEP or, in the certificates and instruments referred case of any Contribution Stock that is held in book-entry form, such Contributing Party shall cause such Contribution Stock to be transferred to the account designated in Section 5.3writing by IEP; (iii) the Buyer each Contributing Party shall cause deliver to IEP a certificate of merger conforming to statement, meeting the requirements of the DGCL and executed in accordance with the relevant provisions section 1.1445-2(b)(2) of the DGCL (Treasury regulations, to the “Certificate of Merger”) to be filed with the Secretary of State of the State of Delawareeffect that such Contributing Party is not a foreign person; (iv) IEP and the Buyer Contributing Parties shall pay (by wire transfer) to enter into the Payment Agent an aggregate amount ARI Registration Rights Assignment Agreement in cash representing (A) the portion of the Merger Consideration payable at the Closing to the holders of Company Shares (in accordance with Section 1.5), (B) the Warrant Consideration payable at Closing (in accordance with Section 1.8) and (C) the portion of the Merger Consideration payable to satisfy and discharge the IPO Notes, in each case after giving effect to the deposit of (x) the Escrow Amount connection with the Escrow Agent and (y) the Holder Agent Fund Amount in the Holder Agent FundARI Registration Rights Agreement; (v) pursuant to Section 5.1 of the Buyer IEP Registration Rights Agreement, each Contributing Party shall deliver to the Company’s payroll provider or the Payment Agent (as applicable and in accordance with the Merger Consideration Allocation Spreadsheet) the Option Consideration payable at Closing (in accordance with Section 1.8) after giving effect IEP an executed signature page to the deposit of IEP Registration Rights Agreement (a) the Escrow Amount with the Escrow Agent and (b) the Holder Agent Fund Amount in the Holder Agent Fund“IEP Registration Rights Joinder”); (vi) IEP shall acknowledge, by signing the Buyer or the Payment AgentIEP Registration Rights Joinder, on behalf that, as a result of the Company, shall pay the Company Holder Transaction Costs and any Indebtedness (other than the IPO Notes) Contributing Parties’ delivery of the Company in accordance with a certificate of IEP Registration Rights Joinder, the chief executive officer of the Company delivered to the Buyer at least two (2) days prior to Closing, certifying as to the Company Holder Transaction Costs Contributing Parties shall be and the Indebtedness of the Company (including the IPO Notes) as of the Closing (such certificate shall be deemed to be each a representation and warranty of “Holder” under the Company IEP Registration Rights Agreement for all purposes of Article VI of this Agreement) and the Merger Consideration Allocation Spreadsheetthereunder; (vii) Buyer IEP shall depositdeliver or cause to be delivered to the Contributing Parties evidence that the NYSE has approved the Exchange Units for listing, or shall cause the Payment Agent subject only to depositofficial notice of issuance, with the Escrow Agent an aggregate of Sixteen Million Five Hundred Thousand Dollars ($16,500,000) representing the Escrow Amount in accordance with Section 1.9form and substance reasonably acceptable to Contributing Parties; and (viii) Buyer Beckton shall deposit, or cause the Payment Agent IEGP to deposit, an aggregate of $150,000 representing the Holder Agent Fund Amount into an account designated by the Holder Agent make such contribution to IEP as is necessary for IEGP to maintain a 1% general partnership interest in a written notice delivered to Buyer at least two (2) days prior to the Closing DateIEP.