SAMPLE

CLOSING CHECKLIST

$105,000,000 CREDIT AGREEMENT

by and among

BRADY ACQUISITION CORP.

AS INITIAL BORROWER

AND FOLLOWING THE CONSUMMATION OF THE MERGER,

BRADY PARENT CORP.

AS BORROWER,

BOSTON HOLDINGS LLC,

AS HOLDINGS,

CERTAIN SUBSIDIARIES OF THE BORROWER,

AS GUARANTORS,

THE LENDERS PARTY THERETO,

ABC CAPITAL, LLC AND XYZ CAPITAL LP,

AS JOINT
LEAD ARRANGERS AND BOOKRUNNERS

AND

ABC CAPITAL, LLC

AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT

CLOSING DATE: [ ] [ ], 2020

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 LIST OF ABBREVIATIONS

ABBREVIATION FULL NAME

Borrower
Initial Borrower Brady Acquisition Corp., a Delaware corporation
Borrower Brady Parent Corp., a Delaware corporation
Holdings and Subsidiary Guarantors
Holdings Boston Holdings LLC, a Delaware limited liability company
Guarantors Certain Subsidiaries of the Borrower (to be determined)
Agents and Lenders
Joint Lead Arrangers and Bookrunners ABC Capital, LLC, a Delaware limited liability company
XYZ Capital LP, a Delaware limited partnership
Administrative Agent ABC Capital, LLC, a Delaware limited liability company
Collateral Agent ABC Capital, LLC, a Delaware limited liability company
Lenders ABC Capital, LLC, a Delaware limited liability company
XYZ Holdings LP, a Delaware limited partnership
Attorneys
L&W Latham & Watkins LLP, as counsel to the ABC Capital, LLC in its capacities as Administrative Agent
and Lender
BC Borrower Counsel LLP

Definitions: Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement, dated as of the
Closing Date, by and among the Initial Borrower, the Borrower, Holdings, certain subsidiaries of the Borrower party thereto from time to time, as
subsidiary guarantors, the lenders party thereto from time to time, ABC Capital, LLC and XYZ Capital LP as Joint Lead Arrangers and Bookrunners,
and ABC Capital, LLC as Administrative Agent and Collateral Agent.

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 Responsible
No Document/Action Signatories Status
Party
CREDIT AGREEMENT

1. Credit Agreement L&W Initial Borrower

Borrower
Holdings
Guarantors
Administrative Agent
Lenders
a. Annex A - Commitments L&W
b. Exhibits L&W
c. Schedules BC L&W to draft post-closing schedule if
necessary.
SECURITY DOCUMENTS

2. Security Agreement L&W Initial Borrower

Borrower
Holdings
Grantors
Collateral Agent
a. Exhibits L&W
b. Schedules Borrower / BC
3. Intercreditor Agreement L&W Initial Borrower
Borrower
Holdings
Administrative Agent
Subordinated Lenders
Guarantors
4. Searches1 L&W

a. UCC Lien Search Results

b. IP Search Results
c. Judgment Lien Results
d. Tax Lien Results

1 Note: This is a “traditional” suite of searches that would be conducted by Lender’s counsel on a deal.

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 Responsible
No Document/Action Signatories Status
Party
5. UCC-1 Filings2 L&W
See Annex II for list of UCC-1 Filings
6. Pledged Collateral to be delivered on Closing Date3 Borrower / BC
See Annex I for pledged stock
7. [Trademark Security Agreement]4 L&W Grantor[s] To be broken out from Security Agreement
Collateral Agent exhibit once in agreed form.
a. Schedule I – Trademark Registrations and Applications BC To be drafted based on IP Searches (item
4(b) above).
8. [Patent Security Agreement] L&W Grantor[s] To be broken out from Security Agreement
Collateral Agent exhibit once in agreed form.
a. Schedule I – Patent Registrations and Applications BC To be drafted based on IP Searches (item
4(b) above).
9. [Copyright Security Agreement] L&W Grantor[s] To be broken out from Security Agreement
Collateral Agent exhibit once in agreed form.
a. Schedule I – Copyright Registrations and Applications BC To be drafted based on IP Searches (item
4(b) above).
LEGAL OPINION

10. Opinion of Borrower’s Counsel BC BC

CONSTITUTIONAL DOCUMENTS

11. Omnibus Secretary’s Certificate (and exhibits thereto)5 BC Initial Borrower See Annex I
 Certificates of Organization/Formation Borrower
Holdings
 Bylaws/Operating Agreements Guarantors
 Resolutions/Written Consents
 Good Standings
 Incumbencies

2 Note: UCC-1 filings are a form of perfecting a security interest over certain types of collateral under the UCC.
3 Note: Actual possession of certain collateral including is a requirement for perfection under the UCC.
4 Note: May be deleted depending on the results of the IP searches in item 3(b). IP Security Agreement are filed with the USPTO and USCO to perfect a security interest
over IP.
5 Note: These are the most common exhibits to a Secretary’s Certificate.

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 Responsible
No Document/Action Signatories Status
Party
OTHER CLOSING DELIVERABLES

12. Closing Date Certificate BC Responsible Officer (of

Borrower)
 Consummation of Acquisition
 No Material Adverse Effect
 Representations and Warranties (Specified
Representations and Acquisition Agreement
Representations)
 Maximum Leverage
13. Solvency Certificate L&W Responsible Officer (of Form provided in Schedule II of the
Borrower) Commitment Letter.

14. Perfection Certificate Borrower / BC Initial Borrower

Borrower
Holdings
Guarantors
15. Insurance Certificates and Endorsements BC Borrower Counsel to coordinate with
insurance broker.

16. Financial Statements Borrower

a. Audited consolidated balance sheets and
statements of income and cash flows (three most
recently completed fiscal years ending at least 90
days before the Closing Date).
b. Unaudited consolidated balance sheets and related
statements of income and cash flows (each fiscal
quarter (other than the fourth fiscal quarter) after
the date of the most recent financial statements
delivered above and ended at least 45 days before
the Closing Date).
c. Pro forma consolidated balance sheet and related
statements of income and cash flows for the
twelve-month period ending on the last day of the
most recently completed four-fiscal quarter
period ended at least 45 days prior to the Closing
Date (accounting for funding).
17. Borrowing Request BC Borrower To be delivered in advance of Closing.

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 Responsible
No Document/Action Signatories Status
Party
18. KYC - Patriot Act Documentation (to be delivered at Borrower Opposing Counsel to provide individual
least three (3) business days prior to the Closing Date). Lender Requirements.

To be requested in writing at least ten (10)

business days prior to the Closing Date.

19. Fee Letters/Payment of Fees and Expenses Borrower To be paid on the Closing Date in
accordance with the Funds Flow.
20. Consummation of Acquisition Borrower

21. Payoff to Existing Lenders Borrower

a. Payoff letter Borrower

b. UCC-3 Terminations Borrower

c. IP Releases Borrower

POST-CLOSING DELIVERABLES

22. [TBD]

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 Annex I – Constitutional Documents

Good
Standing Stock / Unit Certificate
Certificate(s) & Stock / Unit Power
Secretary’s Certificate of Resolutions /
Bylaws/ and Good Standing
Entity Name Certificate and Incorporation/ Written
Operating Agreement Foreign Bringdown
Incumbency Formation Consents
Qualification
Certificate Power
Certificates6

Holdings and Borrowers

Boston Holdings LLC

Brady Acquisition Corp.

Brady Parent Corp.

Guarantors

[Subsidiaries of the Borrower]

6 Note: To be dated within 30 days of the Closing Date.

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 Annex II – UCC Filings

UCC-1 – Financing Statements

Debtor Secured Party Filing Jurisdiction Action to be Taken

Boston Holdings LLC ABC Capital, LLC Delaware Lender’s counsel to draft “all assets” UCC-1 filing
Brady Acquisition Corp. ABC Capital, LLC Delaware Lender’s counsel to draft “all assets” UCC-1 filing
Brady Parent Corp. ABC Capital, LLC Delaware Lender’s counsel to draft “all assets” UCC-1 filing
[Subsidiaries of the Borrower] ABC Capital, LLC [Delaware] Lender’s counsel to draft “all assets” UCC-1 filing

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