Common use of Deliveries and Other Actions at the Closing Clause in Contracts

Deliveries and Other Actions at the Closing. (a) At the Closing, each Party shall execute and deliver, and cause its Initial Members to execute and deliver, the LLC Agreement; (b) At 11:56 p.m. New York time on the Closing Date, Citigroup shall, and shall cause each of the Citigroup Transferors to, transfer, assign and deliver to the Company, as a capital contribution to the Company, all of their respective right, title and interest in and to the Citigroup Introducing Assets (other than the EMEA GSPS and ESOP Business, which will be transferred to the Company at 11:58 p.m. New York time on such date), free and clear of all Liens, other than Permitted Liens and Liens created pursuant to the Transaction Documents, and in consideration therefor, the Company shall issue Membership Interests and Class A Preferred Interests, in accordance with Sections 1 and 2 of Schedule 3.7 to the LLC Agreement, to the Initial Citigroup Member(s); (c) At 11:56 p.m. New York time on the Closing Date, Mxxxxx Sxxxxxx shall, and shall cause each of the Mxxxxx Sxxxxxx Transferors to, transfer, assign and deliver to the Company, as a capital contribution to the Company, all of their respective right, title and interest in and to the Mxxxxx Sxxxxxx Introducing Assets (other than the shares of Mxxxxx Sxxxxxx Private Wealth Management Ltd. and Mxxxxx Xxxxxxx’x PWM Germany business, which will be transferred to the Company at 11:57 p.m. New York time and 11:58 p.m. New York time, respectively, on such date), free and clear of all Liens, other than Permitted Liens and Liens created pursuant to the Transaction Documents, and in consideration therefor, the Company shall issue Membership Interests and Class A Preferred Interests, in accordance with Sections 1 and 2 of Schedule 3.7 to the LLC Agreement, to the Initial Mxxxxx Sxxxxxx Member(s); (d) At the Closing, Citigroup, Mxxxxx Sxxxxxx and the Company and each of their Subsidiaries that are a party thereto, if any, shall execute and deliver each of the Transaction Documents (it being agreed that if the full terms and conditions of any Transaction Documents cannot be agreed prior to Closing, the terms set forth in the applicable Exhibit associated with any such Transaction Document shall be deemed to be the full terms and conditions of such Transaction Document and shall be binding from and after the Closing unless and until superseded by a full agreement mutually agreed by the Parties with respect to such Transaction Document); (e) At the Closing, the Parties and the Company shall, and shall cause their respective applicable Subsidiaries to, execute and deliver such additional instruments of assignment and conveyance as are necessary and appropriate to convey the Citigroup Introducing Assets and the Mxxxxx Sxxxxxx Introducing Assets; (f) Effective at the Closing, each of Mxxxxx Sxxxxxx and Citigroup for and on behalf of themselves and their respective Affiliates, hereby irrevocably waives and releases any and all rights and Claims (whether absolute or contingent, liquidated or unliquidated, known or unknown, determined or determinable or otherwise) that any of the foregoing may have against any other Party, any of its respective Affiliates or any of their respective officers, directors, partners, employees and other representatives, whether in law or in equity, to the extent relating to the Citigroup Contributed Business or Mxxxxx Sxxxxxx Contributed Business, except (i) as may arise under the terms of or in connection with this Agreement and the other Transaction Documents and the transactions contemplated hereby and thereby and (ii) for Claims for fraud or bad faith on the part of any party hereto or thereto. The rights and Claims waived hereby include Claims for contribution or other rights of recovery arising out of or relating to Claims for breach of contract, breach of representation or warranty, negligent misrepresentation and all other Claims for breach of duty. (g) At the Closing, the Parties and the Company shall execute and deliver such additional assignments and instruments of assumption as may be appropriate for the assumption by the Company of all of the Citigroup Introducing Liabilities and all of the Mxxxxx Sxxxxxx Introducing Liabilities; (h) At the Closing, Citigroup shall deliver to both the Company and Mxxxxx Sxxxxxx a duly executed certificate of non-foreign status of CGMI, substantially in the form of the sample certification contained in Treasury Regulation Section 1.1445-2(b)(2)(iv)(B); (i) The Parties shall execute and deliver any other agreement mutually agreed by the Parties to be executed on the Closing Date; (j) At 11:56 p.m. New York time on the Closing Date, Citigroup and Mxxxxx Sxxxxxx shall cause the Escrow Agent to release from escrow for the account of the Company an amount equal to the Closing Date Cash Funding Amounts of Citigroup and Mxxxxx Sxxxxxx pursuant to the terms of the Escrow Agreement; (k) At 11:56 p.m. New York time on the Closing Date, Citigroup and Mxxxxx Sxxxxxx shall cause the Escrow Agent to release from escrow for the account of each of Citigroup and Mxxxxx Sxxxxxx an amount equal to the interest earned on the Closing Date Cash Funding Amounts of Citigroup and Mxxxxx Sxxxxxx, respectively, pursuant to the terms of the Escrow Agreement. (i) At 12:01 a.m. New York time on the day following the Closing Date, Citigroup shall transfer, or cause to be transferred, in exchange for the payment provided by Section 2.4(l)(ii), a number of Membership Interests held by CGMI, as an Initial Citigroup Member such that following such transfer Mxxxxx Sxxxxxx shall own, directly or indirectly, fifty one percent (51%) of all Membership Interests issued and outstanding and Citigroup shall own, directly or indirectly, forty-nine percent (49%) of all Membership Interests issued and outstanding; (ii) At 4:00 p.m. New York time on the day following the Closing Date, Citigroup and Mxxxxx Sxxxxxx shall cause the Escrow Agent, (x) on behalf of the Initial Mxxxxx Sxxxxxx Member(s) that are purchasers of the Membership Interests transferred pursuant to this Section 2.4(l)(ii), to release from escrow for the account of CGMI, as an Initial Citigroup Member that are sellers of the Membership Interests transferred pursuant to this Section 2.4(l), the amount of $2.7 billion pursuant to the terms of the Escrow Agreement and (y) release from escrow for the account of CGMI an additional amount of $50 million pursuant to the terms of the Escrow Agreement ; and (iii) At 4:00 p.m. New York time on the day following the Closing Date, Citigroup and Mxxxxx Sxxxxxx shall cause the Escrow Agent to release from escrow for the account of Mxxxxx Stanley an amount equal to the interest earned on $2.75 billion of the funds deposited in escrow pursuant to the terms of the Escrow Agreement. (i) At or before 3:55 p.m. New York time on the day following the Closing Date, (x) Morgan Stanley & Co. Incorporated shall wire transfer to Morgan Stanley Smith Barney LLC in immediately available funds an amount (not to exceed the maximum permitted borrowing amount under the Repo-Related Secured Note) in cash equal to or greater than the aggregate amount of the Repo-Related Obligations and (y) in respect thereof Morgan Stanley Smith Barney LLC shall issue to Morgan Stanley & Co. Incorporated the Repo-Related Secured Note and shall execute the related pledge agreement. (ii) At or before 4:00 p.m. New York time on the day following the Closing, subject to the occurrence of the events referred to in clause (i) above, Morgan Stanley Smith Barney LLC shall wire transfer to Morgan Stanley & Co. Incorporated in immediately available funds an amount in cash equal to the amount of the Repo-Related Obligations in full satisfaction and discharge of the Company’s obligations under the Assumption Agreement. Notwithstanding the foregoing, for purposes of this Section 2.4, with respect to Citigroup Contributed Assets, Morgan Stanley Contributed Assets, Citigroup Contributed Liabilities and Morgan Stanley Contributed Liabilities relating to any Citigroup Transferred Plan, Morgan Stanley Transferred Plan, Citigroup Contributed Subsidiary Benefit Plan or Morgan Stanley Contributed Subsidiary Benefit Plan, as the case may be, “Closing” shall mean “Applicable Service Transfer Time.”

Deliveries and Other Actions at the Closing. (a) At the Closing, each Party shall execute and deliver, and cause its Initial Members to execute and deliver, the LLC Agreement; (b) At 11:56 p.m. New York time on the Closing Date, Citigroup shall, and shall cause each of the Citigroup Transferors to, transfer, assign and deliver to the Company, as a capital contribution to the Company, all of their respective right, title and interest in and to the Citigroup Introducing Assets (other than the EMEA GSPS and ESOP Business, which will be transferred to the Company at 11:58 p.m. New York time on such date), free and clear of all Liens, other than Permitted Liens and Liens created pursuant to the Transaction Documents, and in consideration therefor, the Company shall issue Membership Interests and Class A Preferred Interests, in accordance with Sections 1 and 2 of Schedule 3.7 to the LLC Agreement, to the Initial Citigroup Member(s); (c) At 11:56 p.m. New York time on the Closing Date, Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx shall, and shall cause each of the Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx Transferors to, transfer, assign and deliver to the Company, as a capital contribution to the Company, all of their respective right, title and interest in and to the Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx Introducing Assets (other than the shares of Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx Private Wealth Management Ltd. and Mxxxxx Xxxxxx Xxxxxxx’x PWM Germany business, which will be transferred to the Company at 11:57 p.m. New York time and 11:58 p.m. New York time, respectively, on such date), free and clear of all Liens, other than Permitted Liens and Liens created pursuant to the Transaction Documents, and in consideration therefor, the Company shall issue Membership Interests and Class A Preferred Interests, in accordance with Sections 1 and 2 of Schedule 3.7 to the LLC Agreement, to the Initial Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx Member(s); (d) At the Closing, Citigroup, Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx and the Company and each of their Subsidiaries that are a party thereto, if any, shall execute and deliver each of the Transaction Documents (it being agreed that if the full terms and conditions of any Transaction Documents cannot be agreed prior to Closing, the terms set forth in the applicable Exhibit associated with any such Transaction Document shall be deemed to be the full terms and conditions of such Transaction Document and shall be binding from and after the Closing unless and until superseded by a full agreement mutually agreed by the Parties with respect to such Transaction Document); (e) At the Closing, the Parties and the Company shall, and shall cause their respective applicable Subsidiaries to, execute and deliver such additional instruments of assignment and conveyance as are necessary and appropriate to convey the Citigroup Introducing Assets and the Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx Introducing Assets; (f) Effective at the Closing, each of Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx and Citigroup for and on behalf of themselves and their respective Affiliates, hereby irrevocably waives and releases any and all rights and Claims (whether absolute or contingent, liquidated or unliquidated, known or unknown, determined or determinable or otherwise) that any of the foregoing may have against any other Party, any of its respective Affiliates or any of their respective officers, directors, partners, employees and other representatives, whether in law or in equity, to the extent relating to the Citigroup Contributed Business or Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx Contributed Business, except (i) as may arise under the terms of or in connection with this Agreement and the other Transaction Documents and the transactions contemplated hereby and thereby and (ii) for Claims for fraud or bad faith on the part of any party hereto or thereto. The rights and Claims waived hereby include Claims for contribution or other rights of recovery arising out of or relating to Claims for breach of contract, breach of representation or warranty, negligent misrepresentation and all other Claims for breach of duty. (g) At the Closing, the Parties and the Company shall execute and deliver such additional assignments and instruments of assumption as may be appropriate for the assumption by the Company of all of the Citigroup Introducing Liabilities and all of the Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx Introducing Liabilities; (h) At the Closing, Citigroup shall deliver to both the Company and Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx a duly executed certificate of non-foreign status of CGMI, substantially in the form of the sample certification contained in Treasury Regulation Section 1.1445-2(b)(2)(iv)(B1.1445 -2(b)(2)(iv)(B); (i) The Parties shall execute and deliver any other agreement mutually agreed by the Parties to be executed on the Closing Date; (j) At 11:56 p.m. New York time on the Closing Date, Citigroup and Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx shall cause the Escrow Agent to release from escrow for the account of the Company an amount equal to the Closing Date Cash Funding Amounts of Citigroup and Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx pursuant to the terms of the Escrow Agreement; (k) At 11:56 p.m. New York time on the Closing Date, Citigroup and Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx shall cause the Escrow Agent to release from escrow for the account of each of Citigroup and Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx an amount equal to the interest earned on the Closing Date Cash Funding Amounts of Citigroup and Mxxxxx SxxxxxxXxxxxx Xxxxxxx, respectively, pursuant to the terms of the Escrow Agreement. (l) (i) At 12:01 a.m. New York time on the day following the Closing Date, Citigroup shall transfer, or cause to be transferred, in exchange for the payment provided by Section 2.4(l)(ii), a number of Membership Interests held by CGMI, as an Initial Citigroup Member such that following such transfer Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx shall own, directly or indirectly, fifty one percent (51%) of all Membership Interests issued and outstanding and Citigroup shall own, directly or indirectly, forty-nine percent (49%) of all Membership Interests issued and outstanding; (ii) At 4:00 p.m. New York time on the day following the Closing Date, Citigroup and Mxxxxx Sxxxxxx shall cause the Escrow Agent, (x) on behalf of the Initial Mxxxxx Sxxxxxx Member(s) that are purchasers of the Membership Interests transferred pursuant to this Section 2.4(l)(ii), to release from escrow for the account of CGMI, as an Initial Citigroup Member that are sellers of the Membership Interests transferred pursuant to this Section 2.4(l), the amount of $2.7 billion pursuant to the terms of the Escrow Agreement and (y) release from escrow for the account of CGMI an additional amount of $50 million pursuant to the terms of the Escrow Agreement ; and (iii) At 4:00 p.m. New York time on the day following the Closing Date, Citigroup and Mxxxxx Sxxxxxx shall cause the Escrow Agent to release from escrow for the account of Mxxxxx Stanley an amount equal to the interest earned on $2.75 billion of the funds deposited in escrow pursuant to the terms of the Escrow Agreement. (i) At or before 3:55 p.m. New York time on the day following the Closing Date, (x) Morgan Stanley & Co. Incorporated shall wire transfer to Morgan Stanley Smith Barney LLC in immediately available funds an amount (not to exceed the maximum permitted borrowing amount under the Repo-Related Secured Note) in cash equal to or greater than the aggregate amount of the Repo-Related Obligations and (y) in respect thereof Morgan Stanley Smith Barney LLC shall issue to Morgan Stanley & Co. Incorporated the Repo-Related Secured Note and shall execute the related pledge agreement. (ii) At or before 4:00 p.m. New York time on the day following the Closing, subject to the occurrence of the events referred to in clause (i) above, Morgan Stanley Smith Barney LLC shall wire transfer to Morgan Stanley & Co. Incorporated in immediately available funds an amount in cash equal to the amount of the Repo-Related Obligations in full satisfaction and discharge of the Company’s obligations under the Assumption Agreement. Notwithstanding the foregoing, for purposes of this Section 2.4, with respect to Citigroup Contributed Assets, Morgan Stanley Contributed Assets, Citigroup Contributed Liabilities and Morgan Stanley Contributed Liabilities relating to any Citigroup Transferred Plan, Morgan Stanley Transferred Plan, Citigroup Contributed Subsidiary Benefit Plan or Morgan Stanley Contributed Subsidiary Benefit Plan, as the case may be, “Closing” shall mean “Applicable Service Transfer Time.”

Deliveries and Other Actions at the Closing. (a) At the Closing, each Party shall execute and deliver, and cause its Initial Members to execute and deliver, the LLC Agreement; (b) At 11:56 p.m. New York time on the Closing DateClosing, Citigroup shall, and shall cause each of the Citigroup Transferors to, transfer, assign and deliver to the Company, as a capital contribution to the Company, all of their respective right, title and interest in and to the Citigroup Introducing Assets (other than the EMEA GSPS and ESOP Business, which will be transferred to the Company at 11:58 p.m. New York time on such date)Contributed Assets, free and clear of all Liens, other than Permitted Liens and Liens created pursuant to the Transaction Documents, and in consideration therefor, the Company shall issue Membership Interests and Class A Preferred Interests, in accordance with Sections 1 and 2 of Schedule 3.7 to the LLC Agreement, to the Initial Citigroup Member(s); (c) At 11:56 p.m. New York time on the Closing DateClosing, Mxxxxx Sxxxxxx shall, and shall cause each of the Mxxxxx Sxxxxxx Transferors to, transfer, assign and deliver to the Company, as a capital contribution to the Company, all of their respective right, title and interest in and to the Mxxxxx Sxxxxxx Introducing Assets (other than the shares of Mxxxxx Sxxxxxx Private Wealth Management Ltd. and Mxxxxx Xxxxxxx’x PWM Germany business, which will be transferred to the Company at 11:57 p.m. New York time and 11:58 p.m. New York time, respectively, on such date)Contributed Assets, free and clear of all Liens, other than Permitted Liens and Liens created pursuant to the Transaction Documents, and in consideration therefor, the Company shall issue Membership Interests and Class A Preferred Interests, in accordance with Sections 1 and 2 of Schedule 3.7 to the LLC Agreement, to the Initial Mxxxxx Sxxxxxx Member(s); (d) On the day following the Closing, which shall in any event be the last Business Day of a calendar month, Mxxxxx Sxxxxxx shall pay to Citigroup, by wire transfer of immediately available funds to an account of Citigroup identified to Mxxxxx Sxxxxxx at least three Business Days prior to Closing, the amount of $2.7 billion, and Citigroup shall transfer in exchange for such payment a number of Membership Interests such that following such transfer Mxxxxx Sxxxxxx shall own aggregate Membership Interests representing an aggregate ownership percentage of the Company equal to fifty- one percent (51%) and Citigroup shall own an aggregate ownership percentage of the Company equal to forty-nine percent (49%); (e) At the Closing, Citigroup, Mxxxxx Sxxxxxx and the Company and each of their Subsidiaries that are a party thereto, if any, shall execute and deliver each of the Transaction Documents (it being agreed that if the full terms and conditions of any Transaction Documents cannot be agreed prior to Closing, the terms set forth in the applicable Exhibit associated with any such Transaction Document shall be deemed to be the full terms and conditions of such Transaction Document and shall be binding from and after the Closing unless and until superseded by a full agreement mutually agreed by the Parties with respect to such Transaction Document). The Transaction Documents shall reflect the terms set forth on the applicable Exhibits, shall be in form and substance reasonably satisfactory to each Party and shall not contain any terms not contemplated by the applicable Exhibit which would materially impact or alter the rights or obligations of any of the parties thereunder; (ef) At the Closing, the Parties and the Company shall, and shall cause their respective applicable Subsidiaries to, execute and deliver such additional instruments of assignment and conveyance as are necessary and appropriate to convey the Citigroup Introducing Contributed Assets and the Mxxxxx Sxxxxxx Introducing Contributed Assets; (fg) Effective at At the Closing, each of Mxxxxx Sxxxxxx the Parties shall execute and Citigroup for and deliver, on behalf of themselves and their respective Affiliates, hereby irrevocably waives and mutually acceptable releases providing for the release of any and all rights and Claims (whether absolute or contingent, liquidated or unliquidated, known or unknown, determined or determinable or otherwise) that any of the foregoing may have against any other Party, any of its respective Affiliates or any of relating to their respective officers, directors, partners, employees and other representatives, whether in law or in equity, to the extent relating to the Citigroup Contributed Business or Mxxxxx Sxxxxxx Contributed BusinessBusinesses, except (i) as may arise under the terms of or in connection with this Agreement and the other Transaction Documents and the transactions contemplated hereby and thereby and (ii) for Claims for fraud or bad faith on the part of any party hereto or thereto. The rights and Claims waived hereby include Claims for contribution or other rights of recovery arising out of or relating to Claims for breach of contract, breach of representation or warranty, negligent misrepresentation and all other Claims for breach of duty.Documents; (gh) At the Closing, the Parties and the Company shall execute and deliver such additional assignments and instruments of assumption as may be appropriate for the assumption by the Company of all of the Citigroup Introducing Contributed Liabilities and all of the Mxxxxx Sxxxxxx Introducing Contributed Liabilities; (hi) At On the ClosingClosing Date, Citigroup shall deliver to both the Company and Mxxxxx Sxxxxxx a duly executed certificate of non-foreign status of CGMICitigroup, substantially in the form of the sample certification contained in Treasury Regulation Section 1.1445-2(b)(2)(iv)(B); (ij) The Parties shall execute and deliver any other agreement mutually agreed by the Parties to be executed on the Closing Date;; and (jk) At 11:56 p.m. New York time on the Closing DateClosing, Citigroup and Mxxxxx Sxxxxxx shall cause the Escrow Agent Company to release from escrow for execute and deliver a written agreement (which shall be in form and substance reasonably satisfactory to Citigroup) to be bound by the account terms and conditions of this Agreement that are applicable to the Company an amount equal to and thereafter the Closing Date Cash Funding Amounts Company shall be deemed a “Party” for purposes of Citigroup and Mxxxxx Sxxxxxx pursuant to the terms of the Escrow Agreement; (k) At 11:56 p.m. New York time on the Closing Date, Citigroup and Mxxxxx Sxxxxxx shall cause the Escrow Agent to release from escrow for the account of each of Citigroup and Mxxxxx Sxxxxxx an amount equal to the interest earned on the Closing Date Cash Funding Amounts of Citigroup and Mxxxxx Sxxxxxx, respectively, pursuant to the terms of the Escrow Agreement. (i) At 12:01 a.m. New York time on the day following the Closing Date, Citigroup shall transfer, or cause to be transferred, in exchange for the payment provided by Section 2.4(l)(ii), a number of Membership Interests held by CGMI, as an Initial Citigroup Member such that following such transfer Mxxxxx Sxxxxxx shall own, directly or indirectly, fifty one percent (51%) of all Membership Interests issued and outstanding and Citigroup shall own, directly or indirectly, forty-nine percent (49%) of all Membership Interests issued and outstanding; (ii) At 4:00 p.m. New York time on the day following the Closing Date, Citigroup and Mxxxxx Sxxxxxx shall cause the Escrow Agent, (x) on behalf of the Initial Mxxxxx Sxxxxxx Member(s) that are purchasers of the Membership Interests transferred pursuant to this Section 2.4(l)(ii), to release from escrow for the account of CGMI, as an Initial Citigroup Member that are sellers of the Membership Interests transferred pursuant to this Section 2.4(l), the amount of $2.7 billion pursuant to the terms of the Escrow Agreement and (y) release from escrow for the account of CGMI an additional amount of $50 million pursuant to the terms of the Escrow Agreement ; and (iii) At 4:00 p.m. New York time on the day following the Closing Date, Citigroup and Mxxxxx Sxxxxxx shall cause the Escrow Agent to release from escrow for the account of Mxxxxx Stanley an amount equal to the interest earned on $2.75 billion of the funds deposited in escrow pursuant to the terms of the Escrow Agreement. (i) At or before 3:55 p.m. New York time on the day following the Closing Date, (x) Morgan Stanley & Co. Incorporated shall wire transfer to Morgan Stanley Smith Barney LLC in immediately available funds an amount (not to exceed the maximum permitted borrowing amount under the Repo-Related Secured Note) in cash equal to or greater than the aggregate amount of the Repo-Related Obligations and (y) in respect thereof Morgan Stanley Smith Barney LLC shall issue to Morgan Stanley & Co. Incorporated the Repo-Related Secured Note and shall execute the related pledge agreement. (ii) At or before 4:00 p.m. New York time on the day following the Closing, subject to the occurrence of the events referred to in clause (i) above, Morgan Stanley Smith Barney LLC shall wire transfer to Morgan Stanley & Co. Incorporated in immediately available funds an amount in cash equal to the amount of the Repo-Related Obligations in full satisfaction and discharge of the Company’s obligations under the Assumption Agreement. Notwithstanding the foregoing, for purposes of this Section 2.4, with respect to Citigroup Contributed Assets, Morgan Stanley Mxxxxx Sxxxxxx Contributed Assets, Citigroup Contributed Liabilities and Morgan Stanley Mxxxxx Sxxxxxx Contributed Liabilities relating to any Citigroup Transferred Plan, Morgan Stanley Mxxxxx Sxxxxxx Transferred Plan, Citigroup Contributed Subsidiary Benefit Plan or Morgan Stanley Mxxxxx Sxxxxxx Contributed Subsidiary Benefit Plan, as the case may be, “Closing” shall mean “Applicable Service Transfer TimeDate.”

Deliveries and Other Actions at the Closing. (a) At the Closing, each Party shall execute and deliver, and cause its Initial Members to execute and deliver, the LLC Agreement; (b) At 11:56 p.m. New York time on the Closing DateClosing, Citigroup shall, and shall cause each of the Citigroup Transferors to, transfer, assign and deliver to the Company, as a capital contribution to the Company, all of their respective right, title and interest in and to the Citigroup Introducing Assets (other than the EMEA GSPS and ESOP Business, which will be transferred to the Company at 11:58 p.m. New York time on such date)Contributed Assets, free and clear of all Liens, other than Permitted Liens and Liens created pursuant to the Transaction Documents, and in consideration therefor, the Company shall issue Membership Interests and Class A Preferred Interests, in accordance with Sections 1 and 2 of Schedule 3.7 to the LLC Agreement, to the Initial Citigroup Member(s); (c) At 11:56 p.m. New York time on the Closing DateClosing, Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx shall, and shall cause each of the Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx Transferors to, transfer, assign and deliver to the Company, as a capital contribution to the Company, all of their respective right, title and interest in and to the Mxxxxx Sxxxxxx Introducing Assets (other than the shares of Mxxxxx Sxxxxxx Private Wealth Management Ltd. and Mxxxxx Xxxxxxx’x PWM Germany business, which will be transferred to the Company at 11:57 p.m. New York time and 11:58 p.m. New York time, respectively, on such date)Xxxxxx Xxxxxxx Contributed Assets, free and clear of all Liens, other than Permitted Liens and Liens created pursuant to the Transaction Documents, and in consideration therefor, the Company shall issue Membership Interests and Class A Preferred Interests, in accordance with Sections 1 and 2 of Schedule 3.7 to the LLC Agreement, to the Initial Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx Member(s); (d) On the day following the Closing, which shall in any event be the last Business Day of a calendar month, Xxxxxx Xxxxxxx shall pay to Citigroup, by wire transfer of immediately available funds to an account of Citigroup identified to Xxxxxx Xxxxxxx at least three Business Days prior to Closing, the amount of $2.7 billion, and Citigroup shall transfer in exchange for such payment a number of Membership Interests such that following such transfer Xxxxxx Xxxxxxx shall own aggregate Membership Interests representing an aggregate ownership percentage of the Company equal to fifty-one percent (51%) and Citigroup shall own an aggregate ownership percentage of the Company equal to forty-nine percent (49%); (e) At the Closing, Citigroup, Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx and the Company and each of their Subsidiaries that are a party thereto, if any, shall execute and deliver each of the Transaction Documents (it being agreed that if the full terms and conditions of any Transaction Documents cannot be agreed prior to Closing, the terms set forth in the applicable Exhibit associated with any such Transaction Document shall be deemed to be the full terms and conditions of such Transaction Document and shall be binding from and after the Closing unless and until superseded by a full agreement mutually agreed by the Parties with respect to such Transaction Document). The Transaction Documents shall reflect the terms set forth on the applicable Exhibits, shall be in form and substance reasonably satisfactory to each Party and shall not contain any terms not contemplated by the applicable Exhibit which would materially impact or alter the rights or obligations of any of the parties thereunder; (ef) At the Closing, the Parties and the Company shall, and shall cause their respective applicable Subsidiaries to, execute and deliver such additional instruments of assignment and conveyance as are necessary and appropriate to convey the Citigroup Introducing Contributed Assets and the Mxxxxx Sxxxxxx Introducing Xxxxxx Xxxxxxx Contributed Assets; (fg) Effective at At the Closing, each of Mxxxxx Sxxxxxx the Parties shall execute and Citigroup for and deliver, on behalf of themselves and their respective Affiliates, hereby irrevocably waives and mutually acceptable releases providing for the release of any and all rights and Claims (whether absolute or contingent, liquidated or unliquidated, known or unknown, determined or determinable or otherwise) that any of the foregoing may have against any other Party, any of its respective Affiliates or any of relating to their respective officers, directors, partners, employees and other representatives, whether in law or in equity, to the extent relating to the Citigroup Contributed Business or Mxxxxx Sxxxxxx Contributed BusinessBusinesses, except (i) as may arise under the terms of or in connection with this Agreement and the other Transaction Documents and the transactions contemplated hereby and thereby and (ii) for Claims for fraud or bad faith on the part of any party hereto or thereto. The rights and Claims waived hereby include Claims for contribution or other rights of recovery arising out of or relating to Claims for breach of contract, breach of representation or warranty, negligent misrepresentation and all other Claims for breach of duty.Documents; (gh) At the Closing, the Parties and the Company shall execute and deliver such additional assignments and instruments of assumption as may be appropriate for the assumption by the Company of all of the Citigroup Introducing Contributed Liabilities and all of the Mxxxxx Sxxxxxx Introducing Xxxxxx Xxxxxxx Contributed Liabilities; (hi) At On the ClosingClosing Date, Citigroup shall deliver to both the Company and Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx a duly executed certificate of non-foreign status of CGMICitigroup, substantially in the form of the sample certification contained in Treasury Regulation Section 1.1445-2(b)(2)(iv)(B); (ij) The Parties shall execute and deliver any other agreement mutually agreed by the Parties to be executed on the Closing Date; (j) At 11:56 p.m. New York time on the Closing Date, Citigroup and Mxxxxx Sxxxxxx shall cause the Escrow Agent to release from escrow for the account of the Company an amount equal to the Closing Date Cash Funding Amounts of Citigroup and Mxxxxx Sxxxxxx pursuant to the terms of the Escrow Agreement;; and (k) At 11:56 p.m. New York time on the Closing DateClosing, Citigroup and Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx shall cause the Escrow Agent Company to release from escrow for execute and deliver a written agreement (which shall be in form and substance reasonably satisfactory to Citigroup) to be bound by the account terms and conditions of each of Citigroup and Mxxxxx Sxxxxxx an amount equal this Agreement that are applicable to the interest earned on Company and thereafter the Closing Date Cash Funding Amounts Company shall be deemed a “Party” for purposes of Citigroup and Mxxxxx Sxxxxxx, respectively, pursuant to the terms of the Escrow Agreement. (i) At 12:01 a.m. New York time on the day following the Closing Date, Citigroup shall transfer, or cause to be transferred, in exchange for the payment provided by Section 2.4(l)(ii), a number of Membership Interests held by CGMI, as an Initial Citigroup Member such that following such transfer Mxxxxx Sxxxxxx shall own, directly or indirectly, fifty one percent (51%) of all Membership Interests issued and outstanding and Citigroup shall own, directly or indirectly, forty-nine percent (49%) of all Membership Interests issued and outstanding; (ii) At 4:00 p.m. New York time on the day following the Closing Date, Citigroup and Mxxxxx Sxxxxxx shall cause the Escrow Agent, (x) on behalf of the Initial Mxxxxx Sxxxxxx Member(s) that are purchasers of the Membership Interests transferred pursuant to this Section 2.4(l)(ii), to release from escrow for the account of CGMI, as an Initial Citigroup Member that are sellers of the Membership Interests transferred pursuant to this Section 2.4(l), the amount of $2.7 billion pursuant to the terms of the Escrow Agreement and (y) release from escrow for the account of CGMI an additional amount of $50 million pursuant to the terms of the Escrow Agreement ; and (iii) At 4:00 p.m. New York time on the day following the Closing Date, Citigroup and Mxxxxx Sxxxxxx shall cause the Escrow Agent to release from escrow for the account of Mxxxxx Stanley an amount equal to the interest earned on $2.75 billion of the funds deposited in escrow pursuant to the terms of the Escrow Agreement. (i) At or before 3:55 p.m. New York time on the day following the Closing Date, (x) Morgan Stanley & Co. Incorporated shall wire transfer to Morgan Stanley Smith Barney LLC in immediately available funds an amount (not to exceed the maximum permitted borrowing amount under the Repo-Related Secured Note) in cash equal to or greater than the aggregate amount of the Repo-Related Obligations and (y) in respect thereof Morgan Stanley Smith Barney LLC shall issue to Morgan Stanley & Co. Incorporated the Repo-Related Secured Note and shall execute the related pledge agreement. (ii) At or before 4:00 p.m. New York time on the day following the Closing, subject to the occurrence of the events referred to in clause (i) above, Morgan Stanley Smith Barney LLC shall wire transfer to Morgan Stanley & Co. Incorporated in immediately available funds an amount in cash equal to the amount of the Repo-Related Obligations in full satisfaction and discharge of the Company’s obligations under the Assumption Agreement. Notwithstanding the foregoing, for purposes of this Section 2.4, with respect to Citigroup Contributed Assets, Morgan Stanley Xxxxxx Xxxxxxx Contributed Assets, Citigroup Contributed Liabilities and Morgan Stanley Xxxxxx Xxxxxxx Contributed Liabilities relating to any Citigroup Transferred Plan, Morgan Stanley Xxxxxx Xxxxxxx Transferred Plan, Citigroup Contributed Subsidiary Benefit Plan or Morgan Stanley Xxxxxx Xxxxxxx Contributed Subsidiary Benefit Plan, as the case may be, “Closing” shall mean “Applicable Service Transfer TimeDate.”