Common use of Closing Deliveries by the Purchaser Clause in Contracts

Closing Deliveries by the Purchaser. At the Closing, the Purchaser shall, and shall cause its Purchaser Affiliates to: (a) deliver to BSC an amount equal to the Initial Purchase Price (and the Milestone Payment, if any, due pursuant to Section 2.04(a)) less the sum of (x) the Aggregate Deferred Amount and (y) any withholding of Taxes required by applicable Law (provided that the Purchaser and BSC shall cooperate in good faith to determine the amount of any such Taxes required to be withheld), by wire transfer in immediately available funds to the Purchase Price Bank Account or, in the event that a local payment of the relevant portion of the Initial Purchase Price is required in a particular jurisdiction, such other bank accounts to be designated by BSC in a written notice to the Purchaser at least five (5) Business Days before the Closing; (b) deposit with the Escrow Agent an amount (the “Aggregate Deferred Amount”) equal to the aggregate amount of the Purchase Price allocable to each Deferred Closing Country in U.S. dollars (each such amount, a “Deferred Closing Country Amount”), to be released in accordance with the terms of the Escrow Agreement; provided that if the Escrow Agreement is not executed as of the Closing Date, the Purchaser shall withhold from the Initial Purchase Price the Aggregate Deferred Amount and deposit such amount with the Escrow Agent concurrently with the execution and delivery of the Escrow Agreement and the establishment of the escrow account thereunder; (c) deliver to BSC duly executed counterparts of each Ancillary Agreement to which the Purchaser or any of its Affiliates is a party; (d) deliver to BSC a true and complete copy, certified by the Secretary or Assistant Secretary of the Purchaser, of the resolutions duly and validly adopted by the Board of Directors of the Purchaser evidencing its authorization of the execution and delivery of this Agreement and the Ancillary Agreements to which it is, or will on the Closing Date be, party and the consummation of the transactions contemplated hereby and thereby; (e) deliver to BSC a true and complete copy, certified by the Secretary or Assistant Secretary of the applicable Purchaser Affiliate, of the resolutions duly and validly adopted by the Board of Directors and (to the extent necessary to authorize due execution and delivery) the equity holders of each of the Purchaser Affiliates evidencing their authorization of the execution and delivery of the Ancillary Agreements to which such Purchaser Affiliate is, or will on the Closing Date be, party and the consummation of the transactions contemplated thereby; and (f) deliver to BSC the certificate referenced in Section 7.01(a)(iii).

Closing Deliveries by the Purchaser. At the Closing, the Purchaser shallshall execute, where necessary or appropriate, and shall cause its Purchaser Affiliates todeliver to the Shareholder each and all of the following: (ai) deliver to BSC an amount equal to the Initial Purchase Price (and the Milestone Payment, if any, due pursuant to Section 2.04(a)) less the sum of (x) the Aggregate Deferred Amount and (y) any withholding of Taxes required by applicable Law (provided that the Purchaser and BSC shall cooperate in good faith to determine the amount of any such Taxes required to be withheld), by wire transfer in immediately available funds to the Purchase Price Bank Account or, in the event that a local payment of the relevant portion of the Initial Purchase Price is required in a particular jurisdiction, such other bank accounts to be designated by BSC in a written notice to the Purchaser at least five (5) Business Days before the Closing; (b) deposit with the Escrow Agent an amount (the “Aggregate Deferred Amount”) equal to the aggregate amount Payment of the Purchase Price allocable to each Deferred Closing Country in U.S. dollars the manner set forth in Section 2.3 of this Agreement; (each such amount, ii) A certificate in the form of EXHIBIT C hereto signed by a “Deferred Closing Country Amount”), to be released in accordance with the terms duly authorized officer of the Escrow Agreement; provided that if the Escrow Agreement is not executed Purchaser, and dated as of the Closing Date, to the effect that the representations and warranties made by the Purchaser shall withhold from in this Agreement (as modified by the Initial Purchase Price Schedules and any Supplement(s)) and in any document, instrument and/or agreement to be executed and delivered by the Aggregate Deferred Amount Purchaser pursuant to this Agreement are true and deposit such amount with the Escrow Agent concurrently with the execution correct in all material respects at and delivery as of the Escrow Agreement Closing and the establishment Purchaser has performed and complied with all of its covenants, agreements and obligations under this Agreement which are to be performed and complied with by the escrow account thereunderPurchaser on or prior to the Closing Date; (ciii) deliver to BSC duly executed counterparts of each Ancillary Agreement to which the Purchaser or any of its Affiliates is a party; (d) deliver to BSC a true and complete copy, A copy certified by the Secretary or Assistant Secretary of the Purchaser, Purchaser of the duly adopted resolutions duly and validly adopted by of the Board of Directors of the Purchaser evidencing its authorization of approving this Agreement, including the Ancillary Documents, and authorizing the execution and delivery of this Agreement and Agreement, including the Ancillary Agreements to which it isDocuments, or will on the Closing Date be, party and the consummation of the transactions contemplated hereby and thereby; (eiv) deliver A duly executed written opinion letter by counsel for the Purchaser, dated as of the Closing Date, addressed to BSC a true the Shareholder, as contemplated by Section 8.3 of this Agreement; (v) Evidence reasonably satisfactory to the Shareholder that the performance and complete copy, certified other bonds required by Section 5.25 have been secured in accordance with the provisions of such section; (vi) A certificate of good standing of the Purchaser dated within five (5) days of the Closing Date issued by the Secretary or Assistant Secretary of State of the applicable Purchaser Affiliate, Purchaser's state of the resolutions duly incorporation; and (vii) Such other documents and validly adopted by the Board of Directors and (items as are reasonably necessary or appropriate to the extent necessary to authorize due execution and delivery) the equity holders of each of the Purchaser Affiliates evidencing their authorization of the execution and delivery of the Ancillary Agreements to which such Purchaser Affiliate is, or will on the Closing Date be, party and effect the consummation of the transactions contemplated thereby; and (f) deliver to BSC the certificate referenced in Section 7.01(a)(iii)hereby or which may be customary under local law.

Closing Deliveries by the Purchaser. At the Closing, the Purchaser shall, and shall cause its Purchaser Affiliates todeliver to the Seller: (a) deliver to BSC an amount equal the Expense Reimbursement and any amounts due to the Initial Purchase Price (and the Milestone Payment, if any, due pursuant to Seller in accordance with Section 2.04(a)) less the sum of (x) the Aggregate Deferred Amount and (y) any withholding of Taxes required by applicable Law (provided that the Purchaser and BSC shall cooperate in good faith to determine the amount of any such Taxes required to be withheld5.13(a), by wire transfer in immediately available funds funds, to an account or accounts designated at least two (2) Business Days prior to the Purchase Price Bank Account or, in Closing Date by the event that a local payment of the relevant portion of the Initial Purchase Price is required in a particular jurisdiction, such other bank accounts to be designated by BSC Seller in a written notice to the Purchaser at least five (5) Business Days before the ClosingPurchaser; (b) deposit with one or more certificates representing the Escrow Agent an amount (Consideration Shares registered in the “Aggregate Deferred Amount”) equal to the aggregate amount name of the Purchase Price allocable to each Deferred Closing Country in U.S. dollars Seller (each such amountor its designated wholly-owned Affiliate, a “Deferred Closing Country Amount”), to be released in accordance with the terms of the Escrow Agreement; provided that if the Escrow Agreement is Seller has notified the Purchaser of such designation not executed as of less than two (2) Business Days prior to the Closing Date, the Purchaser shall withhold from the Initial Purchase Price the Aggregate Deferred Amount and deposit such amount with the Escrow Agent concurrently with the execution and delivery of the Escrow Agreement and the establishment of the escrow account thereunder); (c) deliver to BSC duly executed counterparts one or more certificates representing the Warrants registered in the name of each Ancillary Agreement to which the Seller (or its designated wholly-owned Affiliate, provided that the Seller has notified the Purchaser or any of its Affiliates is a partysuch designation not less than two (2) Business Days prior to the Closing Date); (d) deliver one or more Series A Notes and one or more Series B Notes payable to BSC the Seller (or its designated wholly-owned Affiliate, provided that the Seller has notified the Purchaser of such designation not less than two Business Days prior to the Closing Date), each executed by the Purchaser, as issuer, and by each of the Principal Purchaser Subsidiaries, as guarantors, along with a copy (certified as true and complete copy, certified by the Secretary or Assistant Secretary a director of the Purchaser) of the register of debentures of the Purchaser showing such Notes as having been unconditionally allotted to the Seller or its designated Affiliate (as applicable); (e) a counterpart of each of the Ancillary Agreements (other than the Bill of Sale and the Notes), executed by each of the Purchaser and its Affiliates that is a party thereto; (f) certified copies of the resolutions duly and validly adopted by of the Board Boards of Directors or other similar governing bodies of the Purchaser evidencing its authorization of and the execution Purchasing Subsidiaries authorizing the execution, delivery and delivery performance of this Agreement and the Ancillary Agreements to which it is, or will on the Closing Date be, party and the consummation creation and allotment of the transactions contemplated hereby Consideration Shares, the Warrants and therebythe Notes; (eg) deliver a receipt for the Assets acknowledging the purchase of the Assets pursuant to BSC a true and complete copy, certified this Agreement; (h) any documents to be delivered by the Secretary Purchaser at or Assistant Secretary of the applicable Purchaser Affiliate, of the resolutions duly and validly adopted by the Board of Directors and (as a condition to the extent necessary Closing required pursuant to authorize due execution and delivery) the equity holders of each of the Purchaser Affiliates evidencing their authorization of the execution and delivery of the Ancillary Agreements to which such Purchaser Affiliate is, or will on the Closing Date be, party and the consummation of the transactions contemplated therebyArticle V; and (fi) deliver to BSC an original copy of the certificate referenced valuation of the consideration for the allotment of the Consideration Shares prepared at the request of the Purchaser in connection with the requirements of Section 7.01(a)(iii)103 of the U.K. Companies Act 1985.

Closing Deliveries by the Purchaser. At the Closing, the Purchaser shall, and shall deliver or cause its Purchaser Affiliates toto be delivered to (or at the direction of) Sellers: (a) deliver to BSC an amount equal to the Initial Purchase Price (and the Milestone Payment, if any, due pursuant to Section 2.04(a)) less the sum of (x) the Aggregate Deferred Amount and (y) any withholding of Taxes required by applicable Law (provided that the Purchaser and BSC shall cooperate in good faith to determine the amount of any such Taxes required to be withheld), Cash Balance by wire transfer in of immediately available funds to the Purchase Price Bank Account or, in the event that a local payment of the relevant portion of the Initial Purchase Price is required in a particular jurisdiction, such other bank accounts to be an account designated by BSC in a written notice to the Purchaser Sellers at least five two (52) Business Days before the prior to Closing; (b) deposit with the Escrow Agent Cure Costs, if any, owed to Sellers as reimbursement for Cure Costs paid by Sellers prior to Closing, payable by wire transfer to an amount account designated by Sellers at least two (the “Aggregate Deferred Amount”2) equal Business Days prior to the aggregate amount of the Purchase Price allocable to each Deferred Closing Country in U.S. dollars (each such amount, a “Deferred Closing Country Amount”), to be released in accordance with the terms of the Escrow Agreement; provided that if the Escrow Agreement is not executed as of the Closing Date, the Purchaser shall withhold from the Initial Purchase Price the Aggregate Deferred Amount and deposit such amount with the Escrow Agent concurrently with the execution and delivery of the Escrow Agreement and the establishment of the escrow account thereunderClosing; (c) deliver to BSC a duly executed counterparts of each Ancillary Agreement to which assignment and assumption agreement substantially in the Purchaser or any of its Affiliates is a partyform attached hereto as Exhibit B; (d) deliver to BSC a true and complete copy, certified the extent agreed to by the Secretary or Assistant Secretary of parties, a duly executed Transition Services Agreement substantially in the Purchaser, of the resolutions duly and validly adopted by the Board of Directors of the Purchaser evidencing its authorization of the execution and delivery of this Agreement and the Ancillary Agreements to which it is, or will on the Closing Date be, party and the consummation of the transactions contemplated hereby and therebyform attached hereto as Exhibit E; (e) deliver the officer’s certificates required to BSC a true be delivered pursuant to Sections 10.2(a) and complete copy, certified by the Secretary or Assistant Secretary of the applicable Purchaser Affiliate, of the resolutions duly and validly adopted by the Board of Directors and (to the extent necessary to authorize due execution and delivery) the equity holders of each of the Purchaser Affiliates evidencing their authorization of the execution and delivery of the Ancillary Agreements to which such Purchaser Affiliate is, or will on the Closing Date be, party and the consummation of the transactions contemplated thereby; and10.2(b); (f) deliver the return to BSC Sellers of the certificate referenced letter of credit(s) in Section 7.01(a)(iii)the possession of AARP as security under the AARP Contract because Purchaser shall have provided to AARP an alternate letter of credit or other collateral acceptable to AARP with respect to such AARP Contract; (g) written confirmation from the DIP Lender, in form and substance acceptable to the Sellers that the DIP Loan has been satisfied in full and all liens and security interests granted under the DIP Loan Documents have been released by the DIP Lender; (h) all other previously undelivered certificates, agreements and other documents required by this Agreement to be delivered by the Purchaser at or prior to the Closing in connection with the transactions contemplated by this Agreement; and (i) such other agreements, certificates, instruments and documents reasonably requested by Sellers in order to fully consummate the transactions contemplated by this Agreement and carry out the purposes and intent of this Agreement.

Closing Deliveries by the Purchaser. At the Closing, the Purchaser shall, shall pay the Purchase Price in accordance with the provisions of Section 3.1 and shall deliver or cause its Purchaser Affiliates toto be delivered to (or at the direction of) Sellers: (a) deliver to BSC an amount equal to the Initial Purchase Price (a duly executed assignment and the Milestone Payment, if any, due pursuant to Section 2.04(a)) less the sum of (x) the Aggregate Deferred Amount and (y) any withholding of Taxes required by applicable Law (provided that the Purchaser and BSC shall cooperate in good faith to determine the amount of any such Taxes required to be withheld), by wire transfer in immediately available funds to the Purchase Price Bank Account or, assumption agreement substantially in the event that a local payment of the relevant portion of the Initial Purchase Price is required in a particular jurisdiction, such other bank accounts to be designated by BSC in a written notice to the Purchaser at least five (5) Business Days before the Closingform attached hereto as Exhibit B; (b) deposit with the Escrow Agent an amount (the “Aggregate Deferred Amount”) equal to the aggregate amount of extent agreed to by the Purchase Price allocable to each Deferred Closing Country in U.S. dollars (each such amountparties, a “Deferred Closing Country Amount”), to be released duly executed Transition Services Agreement substantially in accordance with the terms of the Escrow Agreement; provided that if the Escrow Agreement is not executed form attached hereto as of the Closing Date, the Purchaser shall withhold from the Initial Purchase Price the Aggregate Deferred Amount and deposit such amount with the Escrow Agent concurrently with the execution and delivery of the Escrow Agreement and the establishment of the escrow account thereunderExhibit D; (c) deliver the officers’ certificates required to BSC duly executed counterparts of each Ancillary Agreement be delivered pursuant to which the Purchaser or any of its Affiliates is a partySections 10.2(a) and 10.2(b); (d) deliver an alternative letter of credit or other collateral acceptable to BSC a true and complete copyAARP under the AARP Agreement, certified for delivery to AARP in exchange for the AARP Letter of Credit, provided, however, that any deposits or collateral for the AARP Letter of Credit provided by the Secretary or Assistant Secretary of the Purchaser, of the resolutions duly and validly adopted by the Board of Directors of the Purchaser evidencing its authorization of the execution and delivery of this Agreement and the Ancillary Agreements Seller at any time prior to which it is, or will on the Closing Date be, party and the consummation of the transactions contemplated hereby and therebyshall be Purchased Assets as provided in Section 2.1(e)(v) hereof; (e) deliver written confirmation from the DIP Lender, in form and substance acceptable to BSC a true Sellers that the DIP Loan has been satisfied in full and complete copy, certified all liens and security interests granted under the DIP Loan Documents have been released by the Secretary or Assistant Secretary of the applicable Purchaser Affiliate, of the resolutions duly and validly adopted by the Board of Directors and (to the extent necessary to authorize due execution and delivery) the equity holders of each of the Purchaser Affiliates evidencing their authorization of the execution and delivery of the Ancillary Agreements to which such Purchaser Affiliate is, or will on the Closing Date be, party and the consummation of the transactions contemplated thereby; andDIP Lender; (f) deliver all other previously undelivered certificates, agreements and other documents required by this Agreement to BSC be delivered by the certificate referenced Purchaser at or prior to the Closing in Section 7.01(a)(iii)connection with the transactions contemplated by this Agreement; and (i) such other agreements, certificates, instruments and documents reasonably requested by Sellers in order to fully consummate the transactions contemplated by this Agreement and carry out the purposes and intent of this Agreement.

Closing Deliveries by the Purchaser. At the Closing, subject to the satisfaction or waiver of the conditions set forth in Section 7.02, the Purchaser shall, and the Parents shall cause its the Purchaser Affiliates to, deliver or cause to be delivered to the Seller: (a) deliver to BSC an amount equal to the Initial Purchase Price Closing Cash Payment, less the Tax Escrow (if any), the Escrow Deposit and the Milestone Payment, if any, due pursuant to Section 2.04(a)) less amounts set forth in the sum of (x) the Aggregate Deferred Amount and (y) any withholding of Taxes required by applicable Law (provided that the Purchaser and BSC shall cooperate in good faith to determine the amount of any such Taxes required to be withheld)Payoff Letters, by wire transfer in immediately available funds to the Purchase Price Bank Account or, by wire transfer in the event that a local payment of the relevant portion of the Initial Purchase Price is required in a particular jurisdiction, such other bank accounts to be designated by BSC in a written notice to the Purchaser at least five (5) Business Days before the Closingimmediately available funds; (b) deposit evidence that the Escrow Deposit has been deposited into escrow with the Escrow Agent an amount (the “Aggregate Deferred Amount”) equal to the aggregate amount of the Purchase Price allocable to each Deferred Closing Country in U.S. dollars (each such amount, a “Deferred Closing Country Amount”), to be released in accordance with Section 2.02(c) and the terms of the Indemnity Escrow Agreement; provided that if the Escrow Agreement is not executed as of the Closing Date, the Purchaser shall withhold from the Initial Purchase Price the Aggregate Deferred Amount and deposit such amount with the Escrow Agent concurrently with the execution and delivery of the Escrow Agreement and the establishment of the escrow account thereunder; (c) deliver to BSC duly executed counterparts of each Ancillary Agreement to which evidence that the Purchaser or any of its Affiliates is a partyTax Escrow (if any) has been deposited into escrow with the Escrow Agent in accordance with Section 2.02(f) and the Tax Escrow Agreement, if applicable; (d) deliver a counterpart of an assignment and assumption agreement, in the form attached hereto as Exhibit J, executed by Purchaser, Parents or one of their respective Affiliates (including a TRS), pursuant to BSC which Purchaser, Parents or one of their respective Affiliates (including a TRS) assumes and agrees to discharge the Assumed Roseland Property Liabilities; (e) counterparts of the Employment Agreements, duly executed by Roseland Management Services, L.P., together with, as to each, a guaranty from MCRLP in the form attached hereto as Exhibit L; (f) counterparts of the Indemnity Escrow Agreement and the Tax Escrow Agreement (if applicable), each executed by Purchaser, MCRC, MCRLP and the Escrow Agent; (g) counterparts of those Third Party Consents, together with any documents required in connection therewith, which Seller has obtained as of the date of this Agreement and are listed in Section 3.05(a) of the Disclosure Schedule, executed by Purchaser and/or the Parents (as the case may be), to the extent required by the forms of such Third Party Consents; (h) a counterpart of the assignment and assumption agreement with respect to the NJ Lease as contemplated by Section 5.17, duly executed by MCRLP; (i) executed counterparts of any other Ancillary Agreements as executed by the Purchaser, either of the Parents or one of their respective Affiliates (including a TRS); (j) a true and complete copy, certified by the Secretary or Assistant Secretary a duly authorized officer of each of Parents and the Purchaser, of the resolutions duly and validly adopted by the Board board of Directors directors (or equivalent body) of MCRC (on its own behalf and as the general partner of MCRLP) and the Purchaser evidencing its their authorization of the execution and delivery of this Agreement and the Ancillary Agreements to which it is, or will on the Closing Date be, is a party and the consummation of the transactions contemplated hereby and thereby; (ek) deliver to BSC a true and complete copyall Principal Guaranty Releases (as herein defined) which have been obtained as of the Closing Date, certified duly executed by the Secretary or Assistant Secretary holders of Indebtedness guaranteed by Seller and/or the applicable Purchaser Affiliate, Principals (as the case may be); (l) a certificate of the resolutions a duly and validly adopted by the Board of Directors and (to the extent necessary to authorize due execution and delivery) the equity holders authorized officer of each of the Purchaser Affiliates evidencing their authorization Parents and the Purchaser, certifying the names and signatures of the execution officer of each of the Parents and delivery of the Purchaser authorized to sign this Agreement and the Ancillary Agreements to which such Purchaser Affiliate is, or will on the Closing Date be, party and the consummation of the transactions contemplated therebyother documents to be delivered hereunder and thereunder; and (fm) deliver a certificate of each of the Parents and the Purchaser, signed by a duly authorized officer of each of the Parents and the Purchaser, certifying as to BSC the certificate referenced matters set forth in Section 7.01(a)(iii)7.01(a) as of the Closing Date.

Closing Deliveries by the Purchaser. At the Closing, the Purchaser shallshall deliver, and shall or cause its Purchaser Affiliates to:to be delivered, (a) deliver to BSC an amount equal to the Initial Purchase Price Sellers: (i) the Xxxx of Sale and Assignment and Assumption Agreement, the Assignments of Leased Properties and the Milestone PaymentAssignments of Intellectual Property, if anyin each case in form and substance reasonably satisfactory to Milacron, due to effect the assumption by the Purchaser or its designated Affiliate of the Assumed Liabilities, duly executed by the Purchaser (where required); (ii) the Ancillary Agreements to which the Purchaser is a party, duly executed by the Purchaser other than the Ancillary Agreements delivered pursuant to Section 2.04(a2.09(a)(i)) less the sum of (x) the Aggregate Deferred Amount and (y) any withholding of Taxes required by applicable Law (provided that the Purchaser and BSC shall cooperate in good faith to determine the amount of any such Taxes required to be withheld), by wire transfer in immediately available funds to the Purchase Price Bank Account or, in the event that a local payment of the relevant portion of the Initial Purchase Price is required in a particular jurisdiction, such other bank accounts to be designated by BSC in a written notice to the Purchaser at least five (5) Business Days before the Closing; (biii) deposit with a certificate of a duly authorized officer of the Escrow Agent an amount Purchaser certifying that the conditions set forth in Section 8.01(a) have been satisfied (the “Aggregate Deferred Amount”) equal or to the aggregate amount of the Purchase Price allocable to each Deferred Closing Country in U.S. dollars (each extent any such amount, a “Deferred Closing Country Amount”), to be released condition has been waived in accordance with the terms of hereof, attaching thereto the Escrow Agreement; provided that if the Escrow Agreement is not executed as of the Closing Date, the Purchaser shall withhold from the Initial Purchase Price the Aggregate Deferred Amount and deposit such amount with the Escrow Agent concurrently with the execution and delivery of the Escrow Agreement and the establishment of the escrow account thereunderapplicable written waiver); (civ) deliver to BSC duly executed counterparts of each Ancillary Agreement to which the Purchaser or any of its Affiliates is a party; (d) deliver to BSC a true and complete copy, certified by the Secretary or Assistant Secretary copy of the Purchaser, written consent of the resolutions duly and validly adopted by the Board of Directors sole member of the Purchaser evidencing its authorization of authorizing and approving the execution and delivery of this Agreement and the Ancillary Agreements to which it is, or will on the Closing Date be, is a party and the consummation performance by the Purchaser of the transactions contemplated hereby its obligations hereunder and thereby; (e) deliver to BSC a true and complete copythereunder, certified by the Secretary or Assistant Secretary an authorized signatory of the applicable Purchaser Affiliate, sole member of the resolutions duly Purchaser; NYDOCS03/882968.12 (v) such other customary documents and validly adopted instruments of transfer, assumptions and filings as may be reasonably required to be delivered by the Board Purchaser to consummate the Transactions or otherwise give effect to this Agreement; and (vi) a duly executed release of Directors the RSA Sponsors as contemplated by Section 21(a) of the Restructuring Support Agreement (the “Sponsors’ Release”), in form and substance to be agreed by the parties hereto before the Closing. (b) the Purchase Price (to the extent necessary to authorize due execution and deliverypayable at the Closing) the equity holders of each of the Purchaser Affiliates evidencing their authorization of the execution and delivery of the Ancillary Agreements to which such Purchaser Affiliate is, or will on the Closing Date be, party and the consummation of the transactions contemplated thereby; and (f) deliver to BSC the certificate referenced in accordance with Section 7.01(a)(iii)2.04.

Closing Deliveries by the Purchaser. At the Closing, the Purchaser shall, and shall deliver or cause its Purchaser Affiliates toto be delivered: (a) deliver to BSC each Selling Shareholder, an amount equal to set forth opposite such Selling Shareholder’s name under the Initial Purchase Price heading “Closing Payment - Cash” in Schedule A, (and the Milestone Payment, if any, due pursuant to Section 2.04(a)i) less the sum of (xA) the Aggregate Deferred Amount amount set forth opposite such Selling Shareholder’s name under the heading “Tax Withholding Amount” in Schedule A hereto (the “Tax Withholding Amount” for such Selling Shareholder), and (yB) any withholding of Taxes required by applicable Law (provided that the Purchaser and BSC shall cooperate in good faith to determine the amount of any set forth opposite such Taxes required to be withheldSelling Shareholder’s name under the heading “Indemnity Withholding Amount” in Schedule A hereto (the “Indemnity Withholding Amount” for the Founder Shareholder), and (ii) plus, if the Closing, after satisfaction or waiver of conditions precedent contemplated by Section 8.1 with respect to the Company, the Founders and the Selling Shareholders and contemplated by Section 8.2, cannot occur within ninety (90) days after the date of this Agreement for reasons solely attributable to the Purchaser, an interest at a simple rate equal to five percent (5%) per annum (computed on the basis of a 365-day year and with respect to unpaid Purchase Price only) for the period commencing from ninety-first (91st) day after the date of this Agreement until the Closing Date; by wire transfer in of immediately available funds in US$ to the Purchase Price Selling Shareholder Bank Account or, in the event that a local payment of the relevant portion of the Initial Purchase Price is required in a particular jurisdiction, such other bank accounts to be designated by BSC in a written notice to the Purchaser at least five (5) Business Days before the ClosingSelling Shareholder; (b) deposit to each Selling Shareholder, a duly issued share certificate in the name of such Selling Shareholder representing the Momo Class A ordinary shares with the Escrow Agent an amount (set forth opposite such Selling Shareholder’s name under the heading “Aggregate Deferred Amount”) equal to the aggregate amount of the Purchase Price allocable to each Deferred Closing Country - Share” in U.S. dollars (each such amount, a “Deferred Closing Country Amount”), to be released in accordance with the terms of the Escrow Agreement; provided that if the Escrow Agreement is not executed as of the Closing Date, the Purchaser shall withhold from the Initial Purchase Price the Aggregate Deferred Amount and deposit such amount with the Escrow Agent concurrently with the execution and delivery of the Escrow Agreement and the establishment of the escrow account thereunderSchedule A hereto; (c) deliver to BSC duly executed counterparts of each Ancillary Agreement to which the Purchaser or any of its Affiliates is a party; (d) deliver to BSC a true and complete copy, certified by the Secretary or Assistant Secretary of the Purchaser, of the resolutions duly and validly adopted by the Board of Directors of the Purchaser evidencing its authorization of the execution and delivery of this Agreement and the Ancillary Agreements to which it is, or will on the Closing Date be, party and the consummation of the transactions contemplated hereby and thereby; (e) deliver to BSC a true and complete copy, certified by the Secretary or Assistant Secretary of the applicable Purchaser Affiliate, of the resolutions duly and validly adopted by the Board of Directors and (to the extent necessary to authorize due execution and delivery) the equity holders of each of the Purchaser Affiliates evidencing their authorization of the execution and delivery of the Ancillary Agreements to which such Purchaser Affiliate is, or will on the Closing Date be, party and the consummation of the transactions contemplated thereby; and (f) deliver to BSC the certificate referenced in Section 7.01(a)(iii).

Closing Deliveries by the Purchaser. (a) . (a) At the Closing, the Purchaser shall, and shall cause its Purchaser Affiliates todeliver to the Sellers: (ai) deliver to BSC an amount equal the Purchase Price, less each of the Purchaser's Deposit paid upon execution hereof and the Escrow Amount paid to the Initial Purchase Price (and the Milestone Payment, if any, due pursuant to Section 2.04(a)) less the sum of (x) the Aggregate Deferred Amount and (y) any withholding of Taxes required Escrow Agent as contemplated by applicable Law (provided that the Purchaser and BSC shall cooperate in good faith to determine the amount of any such Taxes required to be withheld)this Agreement, by wire transfer in immediately available funds to the Purchase Price Bank Account or, in the event that a local payment of the relevant portion of the Initial Purchase Price is required in a particular jurisdiction, such other bank accounts to be designated by BSC in a written notice to the Purchaser at least five (5) Business Days before the ClosingAccount; (bii) deposit with executed counterparts of the Escrow Agent an amount (Assumption Agreement, each Assignment of Lease, the “Aggregate Deferred Amount”) equal Assignment of Transferred Intellectual Property and such other instruments, in form and substance reasonably satisfactory to the aggregate amount Sellers, as may be requested by the Sellers to effect the assumption by the Purchaser of the Purchase Price allocable Assumed Liabilities and to each Deferred Closing Country in U.S. dollars (each evidence such amount, a “Deferred Closing Country Amount”), to be released in accordance with assumption on the terms of the Escrow Agreement; provided that if the Escrow Agreement is not executed as of the Closing Date, the Purchaser shall withhold from the Initial Purchase Price the Aggregate Deferred Amount and deposit such amount with the Escrow Agent concurrently with the execution and delivery of the Escrow Agreement and the establishment of the escrow account thereunderpublic records; (ciii) deliver to BSC duly executed counterparts of each of the Ancillary Agreement Agreements (other than the Ancillary Agreements delivered pursuant to Section 2.08(b) and (c)) to which the Purchaser or any of its Affiliates is a party; (div) deliver to BSC a true and complete copy, certified by the Secretary secretary or Assistant Secretary an assistant secretary of the Purchaser, of the resolutions duly and validly adopted by the Board board of Directors directors of the Purchaser evidencing its authorization of the execution and delivery of this Agreement and each of the Ancillary Agreements to which it is, or will on the Closing Date be, is a party and the consummation of the transactions contemplated hereby and thereby; (ev) deliver to BSC a true and complete copy, certified by the Secretary or Assistant Secretary certificate of the applicable Purchaser Affiliate, of the resolutions duly and validly adopted by the Board of Directors and (to the extent necessary to authorize due execution and delivery) the equity holders of each secretary or an assistant secretary of the Purchaser Affiliates evidencing their authorization certifying the names and signatures of the execution and delivery officers of the Purchaser authorized to sign this Agreement, each of the Ancillary Agreements and any other documents to which such Purchaser Affiliate is, or will on the Closing Date be, party be delivered hereunder and the consummation thereunder; (vi) a certificate of a duly authorized officer of the transactions contemplated therebyPurchaser certifying as to the matters set forth in Section 8.01(a); and (fvii) deliver such resale or exemption certificates as are reasonably acceptable by Sellers to BSC exempt Sellers from the certificate referenced in Section 7.01(a)(iii)obligation to collect and remit sales, use or similar Taxes from Purchaser as a result of the sale of the Inventories to Purchaser.

Closing Deliveries by the Purchaser. At the Closing, subject to and concurrently with the closing deliveries in accordance with Sections 2.4 and 2.5, the Purchaser shall, and shall deliver or cause its Purchaser Affiliates toto be delivered: (a) deliver to BSC an amount equal to the Initial Purchase Price Target Company and each Selling Shareholder: (and the Milestone Payment, if any, due pursuant to Section 2.04(a)) less the sum of (xi) the Aggregate Deferred Amount and Shareholders Agreement duly executed by the Purchaser; and (yii) any withholding of Taxes required by applicable Law (provided that the Purchaser and BSC shall cooperate in good faith to determine the amount of any such Taxes required to be withheld), by wire transfer in immediately available funds to the Purchase Price Bank Account or, in the event that a local payment copy of the relevant portion of the Initial Purchase Price is required in a particular jurisdiction, such other bank accounts to be designated by BSC in a written notice to the Purchaser at least five (5) Business Days before the Closing; (b) deposit with the Escrow Agent an amount (the “Aggregate Deferred Amount”) equal to the aggregate amount of the Purchase Price allocable to each Deferred Closing Country in U.S. dollars (each such amount, a “Deferred Closing Country Amount”), to be released in accordance with the terms of the Escrow Agreement; provided that if the Escrow Agreement is not executed as of the Closing Date, the Purchaser shall withhold from the Initial Purchase Price the Aggregate Deferred Amount and deposit such amount with the Escrow Agent concurrently with the execution and delivery of the Escrow Agreement and the establishment of the escrow account thereunder; (c) deliver to BSC resolutions duly executed counterparts of each Ancillary Agreement to which the Purchaser or any of its Affiliates is a party; (d) deliver to BSC a true and complete copy, certified passed by the Secretary or Assistant Secretary board of directors of the Purchaser, of evidencing the resolutions duly and validly adopted authorization by the Board board of Directors directors of the Purchaser evidencing its authorization of the execution and delivery of this Agreement and the Ancillary Agreements other Transaction Documents to which it isthe Purchaser is a party, or will on the Closing Date be, party issuance of Purchaser Shares as Purchase Consideration for Old Shares Acquisition and the consummation of the transactions contemplated hereby and thereby; (eb) deliver to BSC each Selling Shareholder: (i) a true copy of the register of members of the Purchaser, dated as of the Closing Date and complete copy, duly certified by the Secretary or Assistant Secretary registered office provider of the applicable Purchaser AffiliatePurchaser, evidencing the ownership by such Selling Shareholder of the resolutions duly and validly adopted by the Board of Directors and Purchase Consideration for Old Shares Acquisition; (to the extent necessary to authorize due execution and deliveryii) the equity holders of each a copy of the Purchaser Affiliates evidencing their authorization share certificate in the name of such Selling Shareholder, dated as of the execution and delivery Closing Date, evidencing the ownership by such Selling Shareholder of the Ancillary Agreements Purchase Consideration for Old Shares Acquisition (the original duly executed copy of which shall be delivered to which such Purchaser Affiliate is, or will on each Selling Shareholder within five (5) Business Days after the Closing Date be, party and the consummation of the transactions contemplated therebyClosing); and (fiii) deliver to BSC the closing certificate referenced in as contemplated by Section 7.01(a)(iii7.4(c). (c) to the Target Company: (i) in relation to each Selling Shareholder, a copy of the instrument of transfer in the form of Exhibit A hereto with respect to the Purchased Old Shares of such Selling Shareholder, duly executed by the Purchaser; (ii) irrevocable wiring instruction by the Purchaser to pay US$3.0 million in immediately available funds to an account designated by the Target Company, being Name of Company: PolicyPal Pte Ltd (UEN: 201610784K) Name of Bank : ********************* Bank/Branch Code : ********************* SGD Account No. : ********************* Branch Address : ********************* SWIFT Code : ********************* (iii) an original consent to act duly executed by Purchaser Director and Chairman in respect of their respective appointment as directors of the Target Company; and (iv) the closing certificate as contemplated by Section 7.3(c).

Closing Deliveries by the Purchaser. At the Closing, the Purchaser shall, and shall deliver or cause its Purchaser Affiliates toto be delivered: (a) deliver 2.6.1. to BSC an amount equal to the Initial Purchase Price (and the Milestone PaymentUSDATA, if any, due pursuant to Section 2.04(a)) less the sum executed resolution of (x) the Aggregate Deferred Amount and (y) any withholding of Taxes required by applicable Law (provided that the Purchaser and BSC shall cooperate in good faith to determine the amount of any such Taxes required to be withheld), by wire transfer in immediately available funds to the Purchase Price Bank Account or, in the event that a local payment of the relevant portion of the Initial Purchase Price is required in a particular jurisdiction, such other bank accounts to be designated by BSC in a written notice to the Purchaser at least five (5) Business Days before the Closing; (b) deposit with the Escrow Agent an amount (the “Aggregate Deferred Amount”) equal to the aggregate amount of the Purchase Price allocable to each Deferred Closing Country in U.S. dollars (each such amount, a “Deferred Closing Country Amount”), to be released in accordance with the terms of the Escrow Agreement; provided that if the Escrow Agreement is not executed as of the Closing Date, the Purchaser shall withhold from the Initial Purchase Price the Aggregate Deferred Amount and deposit such amount with the Escrow Agent concurrently with the execution and delivery of the Escrow Agreement and the establishment of the escrow account thereunder; (c) deliver to BSC duly executed counterparts of each Ancillary Agreement to which the Purchaser or any of its Affiliates is a party; (d) deliver to BSC a true and complete copy, certified by the Secretary or Assistant Secretary of the Purchaser, of the resolutions duly and validly adopted by the Board of Directors of the Purchaser evidencing its authorization of approving the execution execution, delivery and delivery performance by the Purchaser of this Agreement and the any Ancillary Agreements to which it isPurchaser is a party; 2.6.2. to USDATA, or will on share certificate(s) representing the USDATA Consideration Shares registered in the name of USDATA; 2.6.3. to the Escrow Agent, share certificate(s) representing the Escrow Consideration Shares registered in the name of the Escrow Agent; 2.6.4. to USDATA, a closing certificate executed by two authorized officers of the Purchaser in form pre-approved by USDATA certifying that: (i) the representations and warranties of the Purchaser hereunder are true and correct as of the date hereof and as of the Closing Date beas if then originally made except for inaccuracies, party and the consummation as of the transactions contemplated hereby and thereby; Closing Date, that, considered collectively, do not constitute a Purchaser Material Adverse Effect; (eii) deliver to BSC a true and complete copy, certified all covenants required by the Secretary or Assistant Secretary of the applicable Purchaser Affiliate, of the resolutions duly and validly adopted terms hereof to be performed by the Board of Directors and (to the extent necessary to authorize due execution and delivery) the equity holders of each of the Purchaser Affiliates evidencing their authorization of the execution and delivery of the Ancillary Agreements to which such Purchaser Affiliate is, on or will on before the Closing Date be, party have been so performed in all material respects; and (iii) all documents to be executed and delivered by the consummation Purchaser at the Closing have been executed by a duly authorized officer of the transactions contemplated thereby; andPurchaser. (f) 2.6.5. The Purchaser shall deliver the opinion of Meitar, Liquornik, Geva & Co., counsel for the Purchaser, addressed to BSC the certificate referenced Sellers and dated as of the Closing Date, in Section 7.01(a)(iii)the form of EXHIBIT 2.6.5; 2.6.6. The Purchaser shall deliver the specific assumption agreements and other good and sufficient instruments of assumption reasonably requested by USDATA, in form and substance reasonably satisfactory to USDATA and its counsel, as shall be effective to obligate the Purchaser with respect to the Assumed Liabilities, including without limitation, the Assignment and Assumption Agreement.

Closing Deliveries by the Purchaser. At the Closing, the Purchaser shalland NMHC, and as applicable, shall deliver or cause its Purchaser Affiliates toto be delivered: (a) deliver to BSC an amount equal to the Initial Purchase Price (Seller and the Milestone Payment, if any, due pursuant to Section 2.04(a)) less the sum of (x) the Aggregate Deferred Amount and (y) any withholding of Taxes required by applicable Law (provided that the Purchaser and BSC shall cooperate in good faith to determine the amount of any such Taxes required to be withheld), by wire transfer in immediately available funds to the Purchase Price Bank Account or, in the event that a local payment each Owner executed copies of the relevant portion of the Initial Purchase Price is required in a particular jurisdiction, such other bank accounts to be designated by BSC in a written notice to the Purchaser at least five (5) Business Days before the Closing; (b) deposit with the Escrow Agent an amount (the “Aggregate Deferred Amount”) equal to the aggregate amount of the Purchase Price allocable to each Deferred Closing Country in U.S. dollars (each such amount, a “Deferred Closing Country Amount”), to be released in accordance with the terms of the Escrow Agreement; provided that if the Escrow Agreement is not executed as of the Closing Date, the Purchaser shall withhold from the Initial Purchase Price the Aggregate Deferred Amount and deposit such amount with the Escrow Agent concurrently with the execution and delivery of the Escrow Agreement and the establishment of the escrow account thereunder; (c) deliver to BSC duly executed counterparts of each Ancillary Agreement Agreements to which the Purchaser or any of its Affiliates each is a party; (b) to the Seller (i) a wire transfer of immediately available funds in an amount equal to the Closing Payment; and (ii) the Note; (c) to the Escrow Agent (i) a wire transfer of immediately available funds equal to the sum of the Cash Escrow and the Gross Profit Escrow, and (ii) executed copies of this Agreement and the Escrow Agreement; (d) deliver to BSC a true and complete copythe Seller (i) copies of the Certificate of Incorporation of NMHC, certified by the Secretary or Assistant of State of Delaware; and (ii) the Limited Partnership Agreement of the Purchaser and the Certificate of Limited Partnership of the Purchaser as issued by the Secretary of State of the State of Texas; (e) to the Seller a certificate, dated not more than five (5) days prior to the Closing Date, as to the good standing of each of NMHC and the Purchaser, executed by the appropriate officials of Delaware and Texas, respectively; (f) to the Seller a copy of the resolutions duly and validly adopted by the Board of Directors of the Purchaser evidencing its authorization board of directors of NMHC authorizing the execution and delivery of this Agreement and each of the other Ancillary Agreements to which it is, or will on the Closing Date be, NMHC is a party and the consummation performance of the transactions contemplated hereby and thereby; (e) deliver to BSC a true and complete copy, certified by the Secretary or Assistant Secretary secretary of NMHC; (g) to the applicable Purchaser Affiliate, Seller a copy of the resolutions duly and validly adopted by of the Board board of Directors and (to directors of the extent necessary to authorize due execution and delivery) the equity holders of each general partner of the Purchaser Affiliates evidencing their authorization of authorizing the execution and delivery of this Agreement and each of the other Ancillary Agreements to which such the Purchaser Affiliate is, or will on the Closing Date be, is a party and the consummation performance of the transactions contemplated hereby and thereby, certified by the secretary of such general partner; (h) to the Seller a certificate from the Purchaser as to the incumbency and signature of the officers of general partner of the Purchaser, executed by the president and secretary of such general partner; (i) to the Seller a certificate from NMHC as to the incumbency and signature of the officers of NMHC, executed by the president and secretary of NMHC; (j) to the Seller an opinion of counsel for the Purchaser and NMHC in form and substance acceptable to the Seller and its counsel; and (fk) deliver to BSC such other certificates and documents as the certificate referenced in Section 7.01(a)(iii)Seller or its counsel may reasonably request.

Closing Deliveries by the Purchaser. At the Closing, the Purchaser shall, and shall deliver or cause its Purchaser Affiliates toto be delivered: (a) deliver 2.6.1. to BSC an amount equal to the Initial Purchase Price (and the Milestone PaymentUSDATA, if any, due pursuant to Section 2.04(a)) less the sum executed resolution of (x) the Aggregate Deferred Amount and (y) any withholding of Taxes required by applicable Law (provided that the Purchaser and BSC shall cooperate in good faith to determine the amount of any such Taxes required to be withheld), by wire transfer in immediately available funds to the Purchase Price Bank Account or, in the event that a local payment of the relevant portion of the Initial Purchase Price is required in a particular jurisdiction, such other bank accounts to be designated by BSC in a written notice to the Purchaser at least five (5) Business Days before the Closing; (b) deposit with the Escrow Agent an amount (the “Aggregate Deferred Amount”) equal to the aggregate amount of the Purchase Price allocable to each Deferred Closing Country in U.S. dollars (each such amount, a “Deferred Closing Country Amount”), to be released in accordance with the terms of the Escrow Agreement; provided that if the Escrow Agreement is not executed as of the Closing Date, the Purchaser shall withhold from the Initial Purchase Price the Aggregate Deferred Amount and deposit such amount with the Escrow Agent concurrently with the execution and delivery of the Escrow Agreement and the establishment of the escrow account thereunder; (c) deliver to BSC duly executed counterparts of each Ancillary Agreement to which the Purchaser or any of its Affiliates is a party; (d) deliver to BSC a true and complete copy, certified by the Secretary or Assistant Secretary of the Purchaser, of the resolutions duly and validly adopted by the Board of Directors of the Purchaser evidencing its authorization of approving the execution execution, delivery and delivery performance by the Purchaser of this Agreement and the any Ancillary Agreements to which it isPurchaser is a party; 2.6.2. to USDATA, or will on share certificate(s) representing the USDATA Consideration Shares registered in the name of USDATA; 2.6.3. to the Escrow Agent, share certificate(s) representing the Escrow Consideration Shares registered in the name of the Escrow Agent; 2.6.4. to USDATA, a closing certificate executed by two authorized officers of the Purchaser in form pre-approved by USDATA certifying that: (i) the representations and warranties of the Purchaser hereunder are true and correct as of the date hereof and as of the Closing Date beas if then originally made except for inaccuracies, party and the consummation as of the transactions contemplated hereby and thereby; Closing Date, that, considered collectively, do not constitute a Purchaser Material Adverse Effect; (eii) deliver to BSC a true and complete copy, certified all covenants required by the Secretary or Assistant Secretary of the applicable Purchaser Affiliate, of the resolutions duly and validly adopted terms hereof to be performed by the Board of Directors and (to the extent necessary to authorize due execution and delivery) the equity holders of each of the Purchaser Affiliates evidencing their authorization of the execution and delivery of the Ancillary Agreements to which such Purchaser Affiliate is, on or will on before the Closing Date be, party have been so performed in all material respects; and (iii) all documents to be executed and delivered by the consummation Purchaser at the Closing have been executed by a duly authorized officer of the transactions contemplated thereby; andPurchaser. (f) 2.6.5. The Purchaser shall deliver the opinion of Meitar, Liquornik, Geva & Co., counsel for the Purchaser, addressed to BSC the certificate referenced Sellers and dated as of the Closing Date, in Section 7.01(a)(iii)the form of Exhibit 2.6.5; 2.6.6. The Purchaser shall deliver the specific assumption agreements and other good and sufficient instruments of assumption reasonably requested by USDATA, in form and substance reasonably satisfactory to USDATA and its counsel, as shall be effective to obligate the Purchaser with respect to the Assumed Liabilities, including without limitation, the Assignment and Assumption Agreement.

Closing Deliveries by the Purchaser. At the Closing, the Purchaser shallshall execute, where necessary or appropriate, and shall cause its Purchaser Affiliates todeliver to the Shareholder each and all of the following: (ai) deliver to BSC an amount equal to the Initial Purchase Price (and the Milestone Payment, if any, due pursuant to Section 2.04(a)) less the sum of (x) the Aggregate Deferred Amount and (y) any withholding of Taxes required by applicable Law (provided that the Purchaser and BSC shall cooperate in good faith to determine the amount of any such Taxes required to be withheld), by wire transfer in immediately available funds to the Purchase Price Bank Account or, in the event that a local payment of the relevant portion of the Initial Purchase Price is required in a particular jurisdiction, such other bank accounts to be designated by BSC in a written notice to the Purchaser at least five (5) Business Days before the Closing; (b) deposit with the Escrow Agent an amount (the “Aggregate Deferred Amount”) equal to the aggregate amount Payment of the Purchase Price allocable to each Deferred Closing Country in U.S. dollars the manner set forth in Section 2.3 of this Agreement; (each such amount, ii) A certificate in the form of Exhibit D hereto signed by a “Deferred Closing Country Amount”), to be released in accordance with the terms duly authorized officer of the Escrow Agreement; provided that if the Escrow Agreement is not executed Purchaser, and dated as of the Closing Date, the Purchaser shall withhold from the Initial Purchase Price the Aggregate Deferred Amount and deposit such amount with the Escrow Agent concurrently with the execution and delivery of the Escrow Agreement and the establishment of the escrow account thereunder; (ciii) deliver to BSC duly executed counterparts of each Ancillary Agreement to which the Purchaser or any of its Affiliates is a party; (d) deliver to BSC a true and complete copy, A copy certified by the Secretary or Assistant Secretary of the Purchaser, Purchaser of the duly adopted resolutions duly and validly adopted by of the Board of Directors of the Purchaser evidencing its authorization of approving this Agreement, including the Ancillary Documents, and authorizing the execution and delivery of this Agreement and Agreement, including the Ancillary Agreements to which it isDocuments, or will on the Closing Date be, party and the consummation of the transactions contemplated hereby and thereby; (eiv) deliver The Escrow Agreement substantially in the form of Exhibit A to BSC a true and complete copythis Agreement duly executed by the Purchaser; (v) The Transition Services Agreement substantially in the form of Exhibit E to this Agreement duly executed by the Purchaser; (vi) A duly executed written opinion letter by counsel for the Purchaser, certified dated as of the Closing Date, addressed to the Shareholder, as contemplated by Section 8.3 of this Agreement; (vii) Written evidence reasonably satisfactory to the Shareholder that the release of any Shareholder Guarantee described in Section 5.22 obtained prior to the Closing Date has been provided to the Shareholder in accordance with the provisions of such section; (viii) A certificate of good standing of the Purchaser dated within five (5) days of the Closing Date issued by the Secretary or Assistant Secretary of State of the applicable Purchaser AffiliatePurchaser’s state of incorporation; (ix) The approval order of the MPUC to approve the acquisition of ownership and control of the Company by the Purchaser; (x) The approval order, or other authority to proceed under Applicable Law, of the resolutions duly FCC for the transfer of control with respect to the Company’s (A) domestic and validly adopted by the Board of Directors international Section 214 authorizations, (B) subscriber/customer base, and (C) as applicable, the discontinuance of any services; and (xi) Such other documents and items as are reasonably necessary or appropriate to the extent necessary to authorize due execution and delivery) the equity holders of each of the Purchaser Affiliates evidencing their authorization of the execution and delivery of the Ancillary Agreements to which such Purchaser Affiliate is, or will on the Closing Date be, party and effect the consummation of the transactions contemplated thereby; and (f) deliver to BSC the certificate referenced in Section 7.01(a)(iii)hereby or which may be customary under local law.

Closing Deliveries by the Purchaser. At the Closing, the Purchaser shallshall deliver, and shall or cause its Purchaser Affiliates to:to be delivered, (a) deliver to BSC an amount equal to LGI: (i) the Initial Purchase Price (Xxxx of Sale and Assignment and Assumption Agreement, the Assignments of Leased Properties and the Milestone PaymentAssignments of Intellectual Property, if anyin each case in form and substance reasonably satisfactory to LGI, due to effect the assumption by the Purchaser of the Assumed Liabilities, duly executed by the Purchaser (where required); (ii) the Ancillary Agreements to which the Purchaser is a party, duly executed by the Purchaser other than the Ancillary Agreements delivered pursuant to Section 2.04(a2.12(a)(i)) less the sum of (x) the Aggregate Deferred Amount and (y) any withholding of Taxes required by applicable Law (provided that the Purchaser and BSC shall cooperate in good faith to determine the amount of any such Taxes required to be withheld), by wire transfer in immediately available funds to the Purchase Price Bank Account or, in the event that a local payment of the relevant portion of the Initial Purchase Price is required in a particular jurisdiction, such other bank accounts to be designated by BSC in a written notice to the Purchaser at least five (5) Business Days before the Closing; (biii) deposit with a certificate of a duly authorized officer of the Escrow Agent an amount Purchaser certifying that the conditions set forth in Section 8.01(a) have been satisfied (the “Aggregate Deferred Amount”) equal or to the aggregate amount of the Purchase Price allocable to each Deferred Closing Country in U.S. dollars (each extent any such amount, a “Deferred Closing Country Amount”), to be released condition has been waived in accordance with the terms of hereof, attaching thereto the Escrow Agreement; provided that if the Escrow Agreement is not executed as of the Closing Date, the Purchaser shall withhold from the Initial Purchase Price the Aggregate Deferred Amount and deposit such amount with the Escrow Agent concurrently with the execution and delivery of the Escrow Agreement and the establishment of the escrow account thereunderapplicable written waiver); (civ) deliver to BSC duly executed counterparts a copy of each Ancillary Agreement to which the Purchaser or any of its Affiliates is a party; (d) deliver to BSC a true and complete copy, certified by the Secretary or Assistant Secretary resolutions of the Purchaser, board of the resolutions duly and validly adopted by the Board of Directors directors of the Purchaser evidencing its authorization of authorizing and approving the execution and delivery of this Agreement and the Ancillary Agreements to which it is, or will on the Closing Date be, is a party and the consummation performance by the Purchaser of the transactions contemplated hereby its obligations hereunder and thereby; (e) deliver to BSC a true and complete copythereunder, certified by the Secretary or Assistant of the Purchaser; (v) an incumbency certificate dated the Closing Date for the Purchaser executed by the Secretary of the applicable Purchaser Affiliate, which shall identify the names and titles and bear the signatures of the resolutions duly and validly adopted by the Board of Directors and (to the extent necessary to authorize due execution and delivery) the equity holders of each officers of the Purchaser Affiliates evidencing their authorization of the execution individually authorized to execute and delivery of deliver this Agreement and the Ancillary Agreements to which the Purchaser is a party; (vi) such other customary documents and instruments of transfer, assumptions and filings as may be reasonably required to be delivered by the Purchaser Affiliate is, to consummate the Transactions or will on the Closing Date be, party and the consummation of the transactions contemplated therebyotherwise give effect to this Agreement; and (fb) deliver to BSC the certificate referenced Purchase Price in accordance with Section 7.01(a)(iii)2.04.

Closing Deliveries by the Purchaser. At the Closing, the Purchaser shall, and shall cause its Purchaser Affiliates todeliver to the Seller: (a) deliver to BSC an amount equal to the Estimated Initial Purchase Price (and the Milestone Payment, if any, due pursuant to Section 2.04(a)) less the sum of (x) the Aggregate Deferred Amount and (y) any withholding of Taxes required by applicable Law (provided that the Purchaser and BSC shall cooperate in good faith to determine the amount of any such Taxes required to be withheld), by wire transfer in immediately available funds to the Purchase Price Bank Account or, in the event that a local payment of the relevant portion of the Initial Purchase Price is required in a particular jurisdiction, such other bank accounts to be designated by BSC in a written notice to the Purchaser at least five (5) Business Days before the Closing; (b) deposit with the Escrow Agent an amount (the “Aggregate Deferred Amount”) equal to the aggregate amount executed counterparts of the Purchase Price allocable to each Deferred Closing Country in U.S. dollars (each such amount, a “Deferred Closing Country Amount”), to be released in accordance with the terms of the Escrow Agreement; provided that if the Escrow Agreement is not executed as of the Closing Date, the Purchaser shall withhold from the Initial Purchase Price the Aggregate Deferred Amount and deposit such amount with the Escrow Agent concurrently with the execution and delivery of the Escrow Assumption Agreement and the establishment Assignment of the escrow account thereunderIntellectual Property; (c) deliver to BSC duly executed counterparts of each Ancillary Agreement (other than the Ancillary Agreements delivered pursuant to Section 2.06(b)) to which the Purchaser or any of its Affiliates is a party; (d) deliver to BSC a true and complete copy, certified by the Secretary or an Assistant Secretary of the Purchaser, of the resolutions duly and validly adopted by the Board of Directors of the Purchaser evidencing its authorization of the execution and delivery of this Agreement and the Ancillary Agreements to which it is, or will on the Closing Date be, is a party and the consummation of the transactions contemplated hereby and thereby; (e) deliver to BSC a true and complete copycopies, certified by the Secretary or an Assistant Secretary of Alpha and the applicable Purchaser AffiliateAcquiring Subsidiaries, of the resolutions duly and validly adopted by the Board of Directors and (to the extent necessary to authorize due execution and delivery) the equity holders of each of Alpha and the Purchaser Affiliates Acquiring Subsidiaries evidencing their its authorization of the execution and delivery of this Agreement and the Ancillary Agreements to which such Purchaser Affiliate is, or will on the Closing Date be, Entity is a party and the consummation of the transactions contemplated hereby and thereby; (f) a certificate of the Secretary or an Assistant Secretary of the Purchaser certifying the names and signatures of the officers of the Purchaser authorized to sign this Agreement and the other documents to be delivered hereunder; (g) a certificate of the Secretary or an Assistant Secretary of Alpha and the Acquiring Subsidiaries certifying the names and signatures of the officers of Alpha and the Acquiring Subsidiaries authorized to sign this Agreement and the other documents to be delivered hereunder; and (fh) deliver a certificate of a duly authorized officer of the Purchaser certifying as to BSC the certificate referenced matters set forth in Section 7.01(a)(iii8.01(a).

Closing Deliveries by the Purchaser. At the Closing, the Purchaser shallshall deliver, and shall or cause its Purchaser Affiliates toto be delivered to Sellers: (a) deliver to BSC an amount equal to the Initial Purchase Price (Xxxx of Sale and Assignment and Assumption Agreement, the Assignments of Leased Properties and the Milestone PaymentAssignments of Intellectual Property, if anyin each case in form and substance reasonably satisfactory to Sellers, due pursuant to Section 2.04(a)) less effect the sum of (x) the Aggregate Deferred Amount and (y) any withholding of Taxes required assumption by applicable Law (provided that the Purchaser and BSC shall cooperate in good faith to determine the amount of any such Taxes required to be withheld), by wire transfer in immediately available funds to the Purchase Price Bank Account or, in the event that a local payment of the relevant portion of Assumed Liabilities, duly executed by the Initial Purchase Price is required in a particular jurisdiction, such other bank accounts to be designated by BSC in a written notice to the Purchaser at least five (5) Business Days before the ClosingPurchaser; (b) deposit the Equity Award Agreements and any other New Employment Documents with the Escrow Agent an amount (the “Aggregate Deferred Amount”) equal individuals who are parties to the aggregate amount of the Purchase Price allocable to each Deferred Closing Country Severance Agreements listed in U.S. dollars (each such amount, a “Deferred Closing Country Amount”), to be released in accordance with the terms of the Escrow Agreement; provided that if the Escrow Agreement is not executed as of Schedule 2.2(a)(vi) and who become Transferred Employees on the Closing Date, signed by the Purchaser shall withhold from the Initial Purchase Price the Aggregate Deferred Amount and deposit such amount with the Escrow Agent concurrently with the execution and delivery of the Escrow Agreement and the establishment of the escrow account thereunderPurchaser; (c) deliver to BSC duly executed counterparts of each the Ancillary Agreement Agreements to which the Purchaser or any of its Affiliates is a party, duly executed by the Purchaser other than the Ancillary Agreements delivered pursuant to Section 2.7(b) and Section 2.7(i); (d) deliver to BSC a true and complete copy, certified by the Secretary or Assistant Secretary certificate of the Purchaser, of the resolutions a duly and validly adopted by the Board of Directors authorized officer of the Purchaser evidencing its authorization certifying as to the matters set forth in Section 7.1; (e) a copy of resolutions of the board of managers of the Purchaser authorizing and approving the execution and delivery of this Agreement and the Ancillary Agreements to which it is, or will on the Closing Date be, is a party and the consummation performance by the Purchaser of the transactions contemplated hereby its obligations hereunder and thereby; (e) deliver to BSC a true and complete copythereunder, certified by the Secretary or Assistant of the Purchaser; (f) an incumbency certificate dated the Closing Date for the Purchaser executed by the Secretary of the applicable Purchaser Affiliate, which shall identify the names and titles and bear the signatures of the resolutions duly and validly adopted by the Board of Directors and (to the extent necessary to authorize due execution and delivery) the equity holders of each officers of the Purchaser Affiliates evidencing their authorization of the execution individually authorized to execute and delivery of deliver this Agreement and the Ancillary Agreements to which the Purchaser is a party; (g) such other customary documents and instruments of transfer, assumptions and filings as may be reasonably required to be delivered by the Purchaser Affiliate isto consummate the Transactions or otherwise give effect to this Agreement, or will on including the Closing Date be, party board and shareholder consents required to transfer the consummation of Transferred Entities to the transactions contemplated therebyPurchaser; and (fh) deliver to BSC the certificate referenced Purchase Price in accordance with Section 7.01(a)(iii)2.4.

Closing Deliveries by the Purchaser. (a) At the Closing, the Purchaser shall, and shall cause its Purchaser Affiliates todeliver to the Seller: (ai) deliver to BSC an amount equal to the Initial Purchase Price (and the Milestone Payment$70,000 contemplated by Section 5.22 hereof, if any, due pursuant to Section 2.04(a)) less the sum of (x) the Aggregate Deferred Amount and (y) any withholding of Taxes required by applicable Law (provided that the Purchaser and BSC shall cooperate in good faith to determine the amount of any such Taxes required to be withheld)Escrow Amount, by wire transfer in immediately available funds to the Purchase Price Bank Account or, in the event that a local payment of the relevant portion of the Initial Purchase Price is required in a particular jurisdiction, such other bank accounts to be designated by BSC in a written notice to the Purchaser at least five (5) Business Days before the ClosingAccount; (bii) deposit with the Escrow Agent an amount (the “Aggregate Deferred Amount”) equal to the aggregate amount executed counterparts of the Purchase Price allocable to Assumption Agreement, each Deferred Closing Country in U.S. dollars (each such amount, a “Deferred Closing Country Amount”), to be released in accordance with the terms Assignment of the Escrow Agreement; provided that if the Escrow Agreement is not executed as of the Closing DateLease, the Purchaser shall withhold from the Initial Purchase Price the Aggregate Deferred Amount and deposit such amount with the Escrow Agent concurrently with the execution and delivery Assignment of the Escrow Agreement Intellectual Property and the establishment of the escrow account thereunderTrademark License Agreement; (ciii) deliver to BSC duly executed counterparts of each Ancillary Agreement (other than the Ancillary Agreements delivered pursuant to Section 2.06(a)(ii)) to which the Purchaser or any of its Affiliates is a party; (div) deliver to BSC a true and complete copy, certified by the Secretary or an Assistant Secretary of the Purchaser, of the resolutions duly and validly adopted by the Board of Directors of the Purchaser evidencing its authorization of the execution and delivery of this Agreement and the Ancillary Agreements to which it is, or will on the Closing Date be, is a party and the consummation of the transactions contemplated hereby and thereby; (ev) deliver to BSC a true and complete copy, certified by certificate of the Secretary or an Assistant Secretary of the applicable Purchaser Affiliate, certifying the names and signatures of the resolutions duly and validly adopted by the Board of Directors and (to the extent necessary to authorize due execution and delivery) the equity holders of each officers of the Purchaser Affiliates evidencing their authorization of the execution authorized to sign this Agreement and delivery of the Ancillary Agreements to which such Purchaser Affiliate is, or will on the Closing Date be, party and the consummation of the transactions contemplated therebyother documents to be delivered hereunder and thereunder; and (fvi) a certificate of a duly authorized officer of the Purchaser certifying as to the matters set forth in Section 7.01(a). (b) At the Closing, the Purchaser shall deliver to BSC the certificate referenced Escrow Agent, in Section 7.01(a)(iii)accordance with the Escrow Agreement, the Escrow Amount by wire transfer in immediately available funds to the accounts designated therefore in the Escrow Agreement.

Closing Deliveries by the Purchaser. At the Closing, the Purchaser shall, and MCRLP shall cause its the Purchaser Affiliates to, deliver or cause to be delivered to the Sellers: (a) deliver to BSC an amount equal to certificates in the Initial Purchase Price form attached hereto as Exhibit C representing the Closing O.P. Units allocated among the Sellers as set forth on Exhibit B hereto; (and the Milestone Payment, if any, due pursuant to Section 2.04(a)) less the sum of (xb) the Aggregate Deferred Amount and (y) any withholding of Taxes required by applicable Law (provided that the Purchaser and BSC shall cooperate in good faith to determine the amount of any such Taxes required to be withheld), Closing Cash Payment by wire transfer in immediately available funds to the Purchase Price Bank Account or, by wire transfer in the event that a local payment of the relevant portion of the Initial Purchase Price is required in a particular jurisdiction, such other bank accounts to be designated by BSC in a written notice to the Purchaser at least five (5) Business Days before the Closing; (b) deposit with the Escrow Agent an amount (the “Aggregate Deferred Amount”) equal to the aggregate amount of the Purchase Price allocable to each Deferred Closing Country in U.S. dollars (each such amount, a “Deferred Closing Country Amount”), to be released in accordance with the terms of the Escrow Agreement; provided that if the Escrow Agreement is not executed as of the Closing Date, the Purchaser shall withhold from the Initial Purchase Price the Aggregate Deferred Amount and deposit such amount with the Escrow Agent concurrently with the execution and delivery of the Escrow Agreement and the establishment of the escrow account thereunderimmediately available funds; (c) deliver to BSC duly executed counterparts of each any Ancillary Agreement to which Agreements as executed by the Purchaser or any of its Affiliates is a partyPurchaser; (d) deliver to BSC a true and complete copy, certified by the Secretary or Assistant Secretary a duly authorized officer of each of MCRLP and the Purchaser, of the resolutions duly and validly adopted by the Board board of Directors directors of each of MCRC, as the general partner of MCRLP, and the Purchaser evidencing its authorization of the execution and delivery of this Agreement and the Ancillary Agreements to which it is, or will on the Closing Date be, is a party and the consummation of the transactions contemplated hereby and thereby; (e) deliver to BSC a true and complete copy, certified by the Secretary or Assistant Secretary certificate of the applicable Purchaser Affiliate, of the resolutions a duly and validly adopted by the Board of Directors and (to the extent necessary to authorize due execution and delivery) the equity holders authorized officer of each of MCRC, as the general partner of MCRLP, and the Purchaser Affiliates evidencing their authorization certifying the names and signatures of the execution officer of each of MCRLP and delivery of the Purchaser authorized to sign this Agreement and the Ancillary Agreements to which such Purchaser Affiliate is, or will on the Closing Date be, party and the consummation of the transactions contemplated therebyother documents to be delivered hereunder and thereunder; and (f) deliver a certificate of a duly authorized officer of each of MCRC, as the general partner of MCRLP, and the Purchaser certifying as to BSC the certificate referenced matters set forth in Section 7.01(a)(iii)7.01(a) as of the Closing Date.

Closing Deliveries by the Purchaser. (a) At the Closing, the Purchaser shall, and shall cause its Purchaser Affiliates todeliver to the Sellers: (ai) deliver to BSC an amount equal the Purchase Price, less each of the Purchaser’s Deposit paid upon execution hereof and the Escrow Amount paid to the Initial Purchase Price (and the Milestone Payment, if any, due pursuant to Section 2.04(a)) less the sum of (x) the Aggregate Deferred Amount and (y) any withholding of Taxes required Escrow Agent as contemplated by applicable Law (provided that the Purchaser and BSC shall cooperate in good faith to determine the amount of any such Taxes required to be withheld)this Agreement, by wire transfer in immediately available funds to the Purchase Price Bank Account or, in the event that a local payment of the relevant portion of the Initial Purchase Price is required in a particular jurisdiction, such other bank accounts to be designated by BSC in a written notice to the Purchaser at least five (5) Business Days before the ClosingAccount; (bii) deposit with executed counterparts of the Escrow Agent an amount (Assumption Agreement, each Assignment of Lease, the “Aggregate Deferred Amount”) equal Assignment of Transferred Intellectual Property and such other instruments, in form and substance reasonably satisfactory to the aggregate amount Sellers, as may be requested by the Sellers to effect the assumption by the Purchaser of the Purchase Price allocable Assumed Liabilities and to each Deferred Closing Country in U.S. dollars (each evidence such amount, a “Deferred Closing Country Amount”), to be released in accordance with assumption on the terms of the Escrow Agreement; provided that if the Escrow Agreement is not executed as of the Closing Date, the Purchaser shall withhold from the Initial Purchase Price the Aggregate Deferred Amount and deposit such amount with the Escrow Agent concurrently with the execution and delivery of the Escrow Agreement and the establishment of the escrow account thereunderpublic records; (ciii) deliver to BSC duly executed counterparts of each of the Ancillary Agreement Agreements (other than the Ancillary Agreements delivered pursuant to Section 2.08(b) and (c)) to which the Purchaser or any of its Affiliates is a party; (div) deliver to BSC a true and complete copy, certified by the Secretary secretary or Assistant Secretary an assistant secretary of the Purchaser, of the resolutions duly and validly adopted by the Board board of Directors directors of the Purchaser evidencing its authorization of the execution and delivery of this Agreement and each of the Ancillary Agreements to which it is, or will on the Closing Date be, is a party and the consummation of the transactions contemplated hereby and thereby; (ev) deliver to BSC a true and complete copy, certified by the Secretary or Assistant Secretary certificate of the applicable Purchaser Affiliate, of the resolutions duly and validly adopted by the Board of Directors and (to the extent necessary to authorize due execution and delivery) the equity holders of each secretary or an assistant secretary of the Purchaser Affiliates evidencing their authorization certifying the names and signatures of the execution and delivery officers of the Purchaser authorized to sign this Agreement, each of the Ancillary Agreements and any other documents to which such Purchaser Affiliate is, or will on the Closing Date be, party be delivered hereunder and the consummation thereunder; (vi) a certificate of a duly authorized officer of the transactions contemplated therebyPurchaser certifying as to the matters set forth in Section 8.01(a); and (fvii) deliver such resale or exemption certificates as are reasonably acceptable by Sellers to BSC exempt Sellers from the certificate referenced in Section 7.01(a)(iii)obligation to collect and remit sales, use or similar Taxes from Purchaser as a result of the sale of the Inventories to Purchaser.

Closing Deliveries by the Purchaser. At the Closing, the Purchaser shallshall deliver, and shall or cause its Purchaser Affiliates to:to be delivered, to Sellers (or to other Persons, at the direction of Sellers): (a) deliver to BSC an amount equal to the Initial Purchase Price (and the Milestone Payment, if any, due as adjusted pursuant to Section 2.04(a3.2(b) and subject to Section 7.4)) , less the sum of (x) the Aggregate Deferred Amount and (y) any withholding of Taxes required by applicable Law (provided that the Purchaser and BSC shall cooperate in good faith to determine the amount of any such Taxes required to be withheld)Working Capital Escrow Amount, by wire transfer in of immediately available federal funds to a bank account (or accounts) as shall be designated in writing no later than one (1) day prior to the Purchase Price Bank Account orClosing Date by Sellers to Purchaser; at the Closing, in the event that a local payment Purchaser shall deliver the Working Capital Escrow Amount to the Escrow Agent pursuant to the terms of the relevant portion of the Initial Purchase Price is required in a particular jurisdiction, such other bank accounts to be designated by BSC in a written notice to the Purchaser at least five (5) Business Days before the ClosingAdjustment Escrow Agreement; (b) deposit with the Escrow Agent an amount (the “Aggregate Deferred Amount”) equal to the aggregate amount of the Purchase Price allocable to each Deferred Closing Country in U.S. dollars (each such amount, a “Deferred Closing Country Amount”), to be released in accordance with the terms of the duly executed Adjustment Escrow Agreement; provided that if the Escrow Agreement is not executed as of the Closing Date, the Purchaser shall withhold from the Initial Purchase Price the Aggregate Deferred Amount and deposit such amount with the Escrow Agent concurrently with the execution and delivery of the Escrow Agreement and the establishment of the escrow account thereunder; (c) deliver to BSC a duly executed counterparts of each Ancillary Agreement to which the Purchaser or any of its Affiliates is a partyAssumption and Assignment Agreement; (d) deliver to BSC a true duly executed Integris Assignment and complete copy, certified by the Secretary or Assistant Secretary of the Purchaser, of the resolutions duly and validly adopted by the Board of Directors of the Purchaser evidencing its authorization of the execution and delivery of this Agreement and the Ancillary Agreements to which it is, or will on the Closing Date be, party and the consummation of the transactions contemplated hereby and therebyAssumption Agreement; (e) deliver the officer’s certificates required to BSC a true be delivered pursuant to Sections 9.2(a) and complete copy9.2(b); (f) to Travelers, certified by the Secretary or Assistant Secretary of the applicable Purchaser Affiliate, of the resolutions duly and validly adopted by the Board of Directors and Travelers LC; (g) either (i) to the extent necessary entities designated on Schedule 8.13, replacement letters of credit in the amounts set forth on Schedule 8.13 or (ii) to authorize due execution and delivery) the equity holders of each of LC Issuers, the Purchaser Affiliates evidencing their authorization of the execution and delivery of the Ancillary Agreements to which such Purchaser Affiliate is, or will on the Closing Date be, party and the consummation of the transactions contemplated therebyBack-to-Back LCs; and (fh) deliver all other previously undelivered certificates, agreements and other documents required by this Agreement to BSC be delivered by the certificate referenced Purchaser at or prior to the Closing in Section 7.01(a)(iii)connection with the transactions contemplated by this Agreement.

Closing Deliveries by the Purchaser. At the Closing, the Purchaser shall, and shall cause its Purchaser Affiliates to: (a) deliver to BSC each Seller: (i) an amount equal to such Seller's portion of the Initial Aggregate Purchase Price less such Seller's portion of the Indemnity Escrow Amount as set forth in Section 2.07(a) of the Disclosure Schedule (and the Milestone Payment, if any, due pursuant to Section 2.04(a)) less the sum of (x) the Aggregate Deferred Amount and (y) any withholding of Taxes required by applicable Law (provided that the Purchaser and BSC shall cooperate in good faith to determine the amount of any shown for such Taxes required to be withheldSeller, the "Seller's Closing Payment"), by wire transfer in of immediately available funds to the Purchase Price Bank Account or, a bank account designated in the event that a local payment of the relevant portion of the Initial Purchase Price is required in a particular jurisdiction, writing by such other bank accounts to be designated by BSC in a written notice to the Purchaser Seller at least five two (52) Business Days before prior to the Closing; (bii) deposit with an executed power of attorney authorizing the Escrow Agent an amount (Civil Law Notary to execute a notarial deed of transfer on behalf of the “Aggregate Deferred Amount”) equal Purchaser, including notarized forms of identification, a letter of counsel satisfactory to the aggregate amount Civil Law Notary as to the due execution of the Purchase Price allocable to each Deferred Closing Country in U.S. dollars (each such amount, a “Deferred Closing Country Amount”), to be released in accordance with the terms power of attorney and evidence of incorporation and good standing of the Escrow Agreement; provided that if the Escrow Agreement is not executed as of the Closing Date, the Purchaser shall withhold from the Initial Purchase Price the Aggregate Deferred Amount and deposit such amount with the Escrow Agent concurrently with the execution and delivery of the Escrow Agreement and the establishment of the escrow account thereunderPurchaser; (ciii) deliver to BSC duly executed counterparts a copy of each Ancillary Agreement to the Certificate of Incorporation or comparable evidence of the Purchaser, certified by the Registrar of Companies or the Secretary of State of the jurisdiction in which the Purchaser is incorporated or any organized, as of its Affiliates is a party; date not earlier than ten (d10) deliver Business Days prior to BSC the Closing Date and accompanied by a true and complete copy, certified by certificate of the Secretary or Assistant Secretary of the Purchaser, dated as of the resolutions Closing Date, stating that no amendments have been made to such Certificate of Incorporation (or similar organizational documents) since such date; and (iv) the certificate of a duly and validly adopted by the Board of Directors authorized officer of the Purchaser evidencing its authorization required by Section 8.01(c). Notwithstanding anything to the contrary herein, any payment described in this Section 2.07 with respect to Shares held by a Trustee under Section 102 of the execution Tax Ordinance, and delivery which have not completed the required holding period, if any, shall be paid to such Trustee (or to such other Person as set forth in any tax ruling or approval from the Israeli Tax authorities received either by the Company, the Sellers or the Purchaser) and shall be subject to any such tax ruling or approval. (b) deliver to each holder of this Agreement and In-the-Money Company Options or, in the Ancillary Agreements case of In-the-Money Company Options that are subject to which it is, or will on the Closing Date be, party and the consummation Section 102 of the transactions contemplated hereby and therebyTax Ordinance, to the Trustee, an amount equal to such Optionholder's respective Option Price for all such In-the-Money Company Options, less such Optionholder's portion of the Indemnity Escrow Amount as set forth in Section 2.07(b) of the Disclosure Schedule; (c) deliver to the Sellers Representatives, the amount set forth in Section 2.07(c) of the Disclosure Schedule, by wire transfer of immediately available funds to a bank account designated in writing by the Sellers Representatives at least two (2) Business Days prior to the Closing; (d) [Intentionally Omitted]; (e) deliver to BSC a true and complete copy, certified an executed Indemnity Escrow Agreement executed by the Secretary or Assistant Secretary of the applicable Purchaser Affiliate, of the resolutions duly and validly adopted by the Board of Directors and (to the extent necessary to authorize due execution and delivery) the equity holders of each of the Purchaser Affiliates evidencing their authorization of the execution and delivery of the Ancillary Agreements to which such Purchaser Affiliate is, or will on the Closing Date be, party and the consummation of the transactions contemplated therebyPurchaser; and (f) deliver transfer the Indemnity Escrow Amount to BSC the certificate referenced Indemnity Escrow Agent (as defined in Section 7.01(a)(iii2.09).

Closing Deliveries by the Purchaser. At the Closing, the Purchaser shallshall deliver, and shall or cause its Purchaser Affiliates to:to be delivered, (a) deliver to BSC an amount equal to the Initial Purchase Price Sellers: (i) the Bill of Sale and Assignment and Assumption Agreement, the Assignments of Leased Properties and the Milestone PaymentAssignments of Intellectual Property, if anyin each case in form and substance reasonably satisfactory to Milacron, due to effect the assumption by the Purchaser or its designated Affiliate of the Assumed Liabilities, duly executed by the Purchaser (where required);‌ (ii) the Ancillary Agreements to which the Purchaser is a party, duly executed by the Purchaser other than the Ancillary Agreements delivered pursuant to Section 2.04(a2.09(a)(i)) less the sum of (x) the Aggregate Deferred Amount and (y) any withholding of Taxes required by applicable Law (provided that the Purchaser and BSC shall cooperate in good faith to determine the amount of any such Taxes required to be withheld), by wire transfer in immediately available funds to the Purchase Price Bank Account or, in the event that a local payment of the relevant portion of the Initial Purchase Price is required in a particular jurisdiction, such other bank accounts to be designated by BSC in a written notice to the Purchaser at least five (5) Business Days before the Closing; (biii) deposit with a certificate of a duly authorized officer of the Escrow Agent an amount Purchaser certifying that the conditions set forth in Section 8.01(a) have been satisfied (the “Aggregate Deferred Amount”) equal or to the aggregate amount of the Purchase Price allocable to each Deferred Closing Country in U.S. dollars (each extent any such amount, a “Deferred Closing Country Amount”), to be released condition has been waived in accordance with the terms of hereof, attaching thereto the Escrow Agreement; provided that if the Escrow Agreement is not executed as of the Closing Date, the Purchaser shall withhold from the Initial Purchase Price the Aggregate Deferred Amount and deposit such amount with the Escrow Agent concurrently with the execution and delivery of the Escrow Agreement and the establishment of the escrow account thereunderapplicable written waiver); (civ) deliver to BSC duly executed counterparts of each Ancillary Agreement to which the Purchaser or any of its Affiliates is a party; (d) deliver to BSC a true and complete copy, certified by the Secretary or Assistant Secretary copy of the Purchaser, written consent of the resolutions duly and validly adopted by the Board of Directors sole member of the Purchaser evidencing its authorization of authorizing and approving the execution and delivery of this Agreement and the Ancillary Agreements to which it is, or will on the Closing Date be, is a party and the consummation performance by the Purchaser of its obligations hereunder and thereunder, certified by an authorized signatory of the transactions contemplated hereby and therebysole member of the Purchaser; (ev) deliver such other customary documents and instruments of transfer, assumptions and filings as may be reasonably required to BSC a true and complete copy, certified be delivered by the Secretary Purchaser to consummate the Transactions or Assistant Secretary otherwise give effect to this Agreement; and (vi) a duly executed release of the applicable Purchaser Affiliate, RSA Sponsors as contemplated by Section 21(a) of the resolutions duly Restructuring Support Agreement (the “Sponsors’ Release”), in form and validly adopted substance to be agreed by the Board of Directors and parties hereto before the Closing. (b) the Purchase Price (to the extent necessary to authorize due execution and deliverypayable at the Closing) the equity holders of each of the Purchaser Affiliates evidencing their authorization of the execution and delivery of the Ancillary Agreements to which such Purchaser Affiliate is, or will on the Closing Date be, party and the consummation of the transactions contemplated thereby; and (f) deliver to BSC the certificate referenced in accordance with Section 7.01(a)(iii)2.04.