Common use of Closing Actions Clause in Contracts

Closing Actions. On the Closing Date, the following actions have to be taken by the Parties, either jointly or separately, and Parties shall procure that the Company provides the respective documents, as the case may be, which shall be taken simultaneously (Zug um Zug): (a) delivery by Sellers to Purchaser of bank statements showing the Cash of the Company as of the Closing Date; (b) delivery by Sellers of copies of resignation letters from the following persons or of a shareholders’ resolution removing the following persons from the supervisory board of the Company, effective prior to or at Closing: (i) Dr. Nedim Cen as member of the supervisory board of the Company; (ii) Xx. Xxxxxxx X. Feldt as member of the supervisory board of the Company; (iii) Mr. Michael El-Hillow as member of the supervisory board of the Company; (iv) Xx. Xxxxx Xxxxxxx as member of the supervisory board of the Company; (v) Xx. Xxxxx Xxxxxx as member of the supervisory board of the Company; and (vi) Mr. Xxxx Xxxxxxxx as member of the supervisory board of the Company; (c) delivery by Sellers of a copy of the shareholders’ resolution of the Company regarding the discharge from liability (Entlastung) of the persons in Section 4.4(b) for the fiscal year 2009 and the period from 1 January 2010 until the effectiveness of their resignation or, as the case may be removal as supervisory board members; (d) delivery by the Company of a confirmation by fax from the Company’s bank that the debt referred to in Section 3.2(b) has been settled by Seller 3; (e) payment by Purchaser of the Purchase Price to the Sellers in cash; (f) payment of the Purchaser’s Cash Contribution less an amount equal to the amount of the Bank Debt that remains outstanding upon Closing, but in any case payment of not less than the portion of Purchaser’s Cash Contribution as described in Section 4.2(a)(iii) (sub-sentence (iii)) to the Company’s Bank Account; (g) [****] (the “Sellers’ Cash Contribution”)]; (h) payment by the Company in full of the Seller 3 Royalty Claims to the Seller 3 Bank Account; (i) delivery by the Company to Sellers and Purchaser of a confirmation by fax from the Company’s bank evidencing that the payment set forth in Section 4.4(f) has been credited to the Company’s Bank Account; (j) delivery by the Company to Sellers and Purchaser of a confirmation by fax from the Company’s bank evidencing that the Sellers’ Cash Contribution has been credited to the Company’s Bank Account; (k) delivery by Seller 3 of a fax confirmation from its bank that a payment in the amount of the Seller 3 Royalty Claims has been credited to the Seller 3 Bank Account; (l) at the request of Purchaser, either (i) execution by Sellers of an unconditional and irrevocable waiver of all their claims, including payment claims regarding the loan amount and any accrued interest, under the Shareholder Loans and any other claims of Sellers against the Company, but only if and to the extent as specified in Exhibit 4.4(l) (together the “Sellers’ Claims”), or (ii) sale, assignment and transfer of the Sellers’ Claims by Sellers to an Affiliate of Purchaser for a purchase price of [****]; (m) execution by Sellers and Purchaser of a share transfer agreement regarding the Sold Shares, substantially in the form as attached hereto as Exhibit 4.4(m) and transfer and delivery of Share Certificates by way of endorsement (Indossament) to Purchaser; (n) notification by Purchaser to the Company of the change of ownership in the Sold Shares, and entering of Purchaser in the Company’s share register; and (o) confirmation by the Parties in writing that the Closing Conditions have been fulfilled or waived, all actions to be taken on the Closing Date under this Section 4.4 have been taken or waived in accordance with this Agreement and that as a consequence thereof the Sold Shares have been transferred to Purchaser (the “Closing Confirmation”).

Closing Actions. (i) On the Closing DateDate the following shall occur in the following order: (1) the HoldCo Certificate of Merger shall be filed with the Secretary of State of the State of Delaware and 100% of the HoldCo Stockholder's equity interest in HoldCo, together with 100% of Option Sub's equity interest in HoldCo will be transferred to Parent (the transfer of the HoldCo's Stockholder's equity interest in HoldCo, the following actions have to be taken by "HoldCo Stockholder's Contribution," the Partiestransfer of Option Sub's equity interest in HoldCo, either jointly or separatelythe "Option Sub's Contribution" and, and Parties shall procure that collectively with the Company provides HoldCo Stockholder's Contribution, the respective documents, as the case may be, which shall be taken simultaneously (Zug um Zug): (a) delivery by Sellers to Purchaser of bank statements showing the Cash of the Company as of the Closing Date"HoldCo Contributions"); (b2) delivery by Sellers the Second HoldCo Certificate of copies Merger shall be filed with the Secretary of resignation letters from the following persons or of a shareholders’ resolution removing the following persons from the supervisory board State of the Company, effective prior to or at Closing:State of Delaware; (i3) Dr. Nedim Cen as member the Company Certificate of Merger shall be filed with the Secretary of State of the supervisory board State of Delaware and 100% of the Companyequity interest of the Contributing Company Common Stockholders' interest in the Company will be transferred to Parent (the "Contributing Company Common Stockholders' Contributions" and, collectively with the HoldCo Contributions, the "Contributions"); and (4) the Second Company Certificate of Merger shall be filed with the Secretary of State of the State of Delaware; (ii) Xx. Xxxxxxx X. Feldt as member In addition, on the Closing Date the following shall also occur: (1) The Parent stockholders shall meet and approve (x) the Mergers, (y) the issuance of Parent Shares to the HoldCo Common Stockholders, Option Sub and the Contributing Company Common Stockholders in the amounts to which such stockholders are entitled pursuant to Sections 2.1(a), 2.1(b) and 2.3(a)(i) hereof in consideration of the supervisory Contributions (the "Capital Increase"), and (z) the appointment of two additional members to Parent's board of the Company; (iii) Mr. Michael El-Hillow as member of the supervisory board of the Company; (iv) Xx. Xxxxx Xxxxxxx as member of the supervisory board of the Company; (v) Xx. Xxxxx Xxxxxx as member of the supervisory board of the Companydirectors; and (vi2) Mr. Xxxx Xxxxxxxx as member of the supervisory Parent's board of directors shall take the Company; (c) delivery by Sellers of a copy of necessary steps to implement the shareholders’ resolution of Capital Increase and cause the Company regarding the discharge from liability (Entlastung) of the persons in Section 4.4(b) for the fiscal year 2009 and the period from 1 January 2010 until the effectiveness of their resignation or, as the case may be removal as supervisory board members; (d) delivery by the Company of a confirmation by fax from the Company’s bank that the debt referred to in Section 3.2(b) has been settled by Seller 3; (e) payment by Purchaser of the Purchase Price to the Sellers in cash; (f) payment of the Purchaser’s Per Share Cash Contribution less an amount equal to the amount of the Bank Debt that remains outstanding upon Closing, but in any case payment of not less than the portion of Purchaser’s Cash Contribution as described in Section 4.2(a)(iii) (sub-sentence (iii)) to the Company’s Bank Account; (g) [****] (the “Sellers’ Cash Contribution”)]; (h) payment by the Company in full of the Seller 3 Royalty Claims to the Seller 3 Bank Account; (i) delivery by the Company to Sellers and Purchaser of a confirmation by fax from the Company’s bank evidencing that the payment set forth in Section 4.4(f) has been credited to the Company’s Bank Account; (j) delivery by the Company to Sellers and Purchaser of a confirmation by fax from the Company’s bank evidencing that the Sellers’ Cash Contribution has been credited to the Company’s Bank Account; (k) delivery by Seller 3 of a fax confirmation from its bank that a payment in the amount of the Seller 3 Royalty Claims has been credited to the Seller 3 Bank Account; (l) at the request of Purchaser, either (i) execution by Sellers of an unconditional and irrevocable waiver of all their claims, including payment claims regarding the loan amount and any accrued interest, under the Shareholder Loans and any other claims of Sellers against the Company, but only if and to the extent as specified in Exhibit 4.4(l) (together the “Sellers’ Claims”), or (ii) sale, assignment and transfer of the Sellers’ Claims by Sellers to an Affiliate of Purchaser for a purchase price of [****]; (m) execution by Sellers and Purchaser of a share transfer agreement regarding the Sold Shares, substantially in the form as attached hereto as Exhibit 4.4(m) and transfer and delivery of Share Certificates by way of endorsement (Indossament) to Purchaser; (n) notification by Purchaser to the Company of the change of ownership in the Sold Shares, and entering of Purchaser in the Company’s share register; and (o) confirmation by the Parties in writing that the Closing Conditions have been fulfilled or waived, all actions to be taken on the Closing Date under this Section 4.4 have been taken or waived in accordance with this Agreement and that as a consequence thereof the Sold Shares have been transferred to Purchaser (the “Closing Confirmation”)Consideration.

Closing Actions. 7.2.1 On the Closing Date, the Parties shall perform the following actions have to be taken by (the Parties, either jointly or separately, and Parties shall procure that the Company provides the respective documents, as the case may be, which shall be taken simultaneously (Zug um Zug“Closing Actions”): (a) delivery by Sellers to Purchaser of bank statements showing the Cash of the Company as of the Closing Date; (b) delivery by Sellers of copies of resignation letters from the following persons or of a shareholders’ resolution removing the following persons from the supervisory board of the Company, effective prior to or at Closing: (i) Dr. Nedim Cen as member the Seller shall confirm the outstanding amount, including any interest accrued, under the Additional Funding, if any, that must be repaid on the Closing Date in order to fully repay and terminate the shareholder loan in respect of the supervisory board Additional Funding (the “Outstanding Amount”); (ii) if the W&I Insurance has been entered into by the Closing Date, (a) the Seller shall deliver to the Purchaser a copy of the Bring-Down Certificate, and (b) the Purchaser shall deliver to the Seller evidence of the fact that the W&I Insurance includes an express waiver from the W&I Insurer of any rights of subrogation as set forth in Clause 13.2.4; (iii) the Purchaser shall pay the Purchase Price to the Seller by transferring the amount set out in Clause 3.1 to the Seller by means of a wire transfer of immediately available funds to the bank account of such Seller as notified by it to the Purchaser; (iv) the Purchaser shall pay the Outstanding Amount, if any, to the Seller by transferring the amount notified to it pursuant to Clause 7.2.1 (i) to the Seller by means of a wire transfer of immediately available funds to the bank account of the Seller as notified by it to the Purchaser; (v) following receipt of the Purchase Price, the Seller shall deliver to the Purchaser a written statement confirming receipt of the Purchase Price; (vi) following receipt of the Outstanding Amount under the Additional Funding, if any, the Seller shall deliver to the Purchaser a written statement confirming receipt thereof and confirming the repayment and termination of the underlying shareholder loan; (vii) the Seller shall deliver evidence to the Purchaser that the pledge on the Shares pursuant to a share pledge agreement dated 20 November 2023 between the Seller as security provider and KBC Bank NV as security agent has been fully and irrevocable released; (viii) the Purchaser and the Seller shall record and sign the transfer of the Shares by the Seller to the Purchaser in the share register of the Company; (iiix) Xx. Xxxxxxx X. Feldt the Seller shall deliver to the Purchaser a duly signed letter pursuant to which the Seller grants Euronav a priority right for certain commercial opportunities, substantially on the terms as member of the supervisory board of the Companyincluded in Schedule 7.2.1(ix), and Euronav shall countersign such letter for acceptance; (iiix) Mr. Michael El-Hillow to the extent necessary, the Parties shall sign an assignment agreement pursuant to which the Seller shall assign, to XXX.XXXX, the “XXX.XXXX” sign as member of well as any related trademarks, trade names, domain names, copyrights and similar Intellectual Property Rights, substantially on the supervisory board of the Companyterms as included in Schedule 7.2.1(x); (ivxi) Xx. Xxxxx Xxxxxxx as member the Parties shall sign, and the Seller shall cause any other relevant entity of the supervisory board CMB Group (with the exclusion of Euronav and its affiliates) to sign a license agreement in relation to the licensing of the Company“Bocimar”, “Bochem” and “Delphis” (word and/or device) signs, substantially on the terms as included in Schedule 7.2.1(xi); (vxii) Xx. Xxxxx Xxxxxx as member to the extent any Windcat Domain Names are registered in name of an entity of the supervisory board CMB Group other than a Group Company, the Seller shall deliver evidence of the transfer of such domain name to a Group Company; and (vixiii) Mr. Xxxx Xxxxxxxx as member the Seller shall deliver to the Purchaser evidence of the supervisory board satisfaction of its pre-Closing Covenants set forth in Clause 6.6. 7.2.2 The effectiveness of each of the Company; (c) delivery by Sellers Closing Actions is conditional upon the fulfilment of a copy all of the shareholders’ resolution other Closing Actions. 7.2.3 The Purchaser may at any time waive any of the Company regarding Closing Actions required to be done by the discharge from liability (Entlastung) Seller, and the Seller may at any time waive any of the persons in Section 4.4(b) for the fiscal year 2009 and the period from 1 January 2010 until the effectiveness of their resignation or, as the case may Closing Actions required to be removal as supervisory board members; (d) delivery done by the Company Purchaser. 7.2.4 If a Party fails to fulfil any of a confirmation by fax from its Closing Actions, then the Company’s bank that the debt referred to in Section 3.2(b) has been settled by Seller 3; Purchaser (e) payment by Purchaser of the Purchase Price to the Sellers in cash; (f) payment of the Purchaser’s Cash Contribution less an amount equal to the amount of the Bank Debt that remains outstanding upon Closing, but in any case payment of not less than the portion of Purchaser’s Cash Contribution as described in Section 4.2(a)(iii) (sub-sentence (iii)) to the Company’s Bank Account; (g) [****] (the “Sellers’ Cash Contribution”)]; (h) payment by the Company in full of if the Seller 3 Royalty Claims fails to fulfil any of its Closing Actions) or the Seller 3 Bank Account;(if the Purchaser fails to fulfil any of its Closing Actions) may: (i) delivery by the Company proceed to Sellers and Purchaser of a confirmation by fax from the Company’s bank evidencing that the payment set forth in Section 4.4(f) has been credited Closing to the Company’s Bank Accountextent reasonably possible and permitted by Law, which shall include for the avoidance of doubt the right to claim specific performance; (jii) delivery by defer Closing, in which event the Company provisions of this Clause 7 shall apply to Sellers and Purchaser of a confirmation by fax from Closing so deferred, provided that Closing cannot be deferred past the Company’s bank evidencing that the Sellers’ Cash Contribution has been credited to the Company’s Bank Account;Long Stop Date; or (kiii) delivery by Seller 3 of a fax confirmation from its bank that a payment in the amount of the Seller 3 Royalty Claims has been credited to the Seller 3 Bank Account; (l) at the request of Purchaser, either (i) execution by Sellers of an unconditional and irrevocable waiver of all their claims, including payment claims regarding the loan amount and any accrued interest, under the Shareholder Loans and any other claims of Sellers against the Company, but only if and to the extent as specified in Exhibit 4.4(l) (together the “Sellers’ Claims”), or (ii) sale, assignment and transfer of the Sellers’ Claims by Sellers to an Affiliate of Purchaser for a purchase price of [****]; (m) execution by Sellers and Purchaser of a share transfer agreement regarding the Sold Shares, substantially in the form as attached hereto as Exhibit 4.4(m) and transfer and delivery of Share Certificates by way of endorsement (Indossament) to Purchaser; (n) notification by Purchaser to the Company of the change of ownership in the Sold Shares, and entering of Purchaser in the Company’s share register; and (o) confirmation by the Parties in writing that the Closing Conditions have been fulfilled or waived, all actions to be taken on the Closing Date under terminate this Section 4.4 have been taken or waived Agreement in accordance with this Agreement Clause 15, in which case all Closing Actions already fulfilled shall be deemed null and that as a consequence thereof void. Such termination right is without prejudice to any other rights or remedies which the Sold Shares non-defaulting Party may have been transferred to Purchaser (under applicable Law against the “Party in breach of its Closing Confirmation”)Actions.

Closing Actions. On At the Closing DateClosing, the following actions have to shall be taken by the Parties, either jointly or separately, and Parties shall procure that the Company provides the respective documents, as the case may be, which shall be taken simultaneously (Zug um Zug):: (a) delivery The Buyer shall pay to the Seller by Sellers wire transfer of immediately available funds to Purchaser of such bank statements showing account(s) designated in writing by the Cash of the Company as of Seller (such designation to be made at least three (3) Business Days prior to the Closing Date;), the Cash Consideration in respect of the Purchased Interests. (b) delivery The Buyer shall issue the Agreed Shares, if any, to the Seller (or any of its wholly-owned Subsidiaries as designated by Sellers the Seller to the Buyer in writing) and shall deliver to the Seller (or any of copies its wholly-owned Subsidiaries as designated by the Seller to the Buyer in writing) evidence of resignation letters from such issuance in non-certificated book-entry form, in each case duly authorized and validly issued, fully paid and nonassessable, and delivered free and clear of any Encumbrances except those imposed under applicable securities Laws. (c) The Buyer shall pay, on behalf of the applicable members of the Company Group, (i) the amounts as set forth in each of the payoff letter(s) delivered pursuant to Section 7.21 (and, to the extent applicable, Section 7.15(d)(xi)) to such Persons as set forth in such payoff letter with respect to all Indebtedness to be repaid on the Closing Date and the appropriate amounts payable in respect of the Notes Redemption, including, for the avoidance of doubt (i) the Credit Facilities Payoff Amount to the applicable administrative agent (for such administrative agent’s own benefit and the benefit of the lenders (and other secured parties) under the Credit Facilities or other facilities, as applicable) in accordance with the applicable terms of the Credit Facilities, and (ii) the Existing Notes Redemption Amount to the trustee under the Existing Notes Indenture in accordance with the applicable terms of the Existing Notes Indenture. (d) If (and only if) the Agreed Stock Consideration Value equals €0, the Buyer shall deliver to the Adjustment Escrow Agent, by wire transfer of immediately available funds to such bank account(s) designated in writing by the Adjustment Escrow Agent (such designation to be made at least three (3) Business Days prior to the Closing Date), the Adjustment Escrow Amount for deposit in the Adjustment Escrow Account, to be held by the Adjustment Escrow Agent in the Adjustment Escrow Account and distributed by the Adjustment Escrow Agent in accordance with the terms of the Adjustment Escrow Agreement and the applicable provisions of this Agreement. (e) The Buyer shall pay, on behalf of the applicable members of the Company Group, by wire transfer of immediately available funds to such bank account(s) designated in writing by each Person to whom any portion of the Company Expenses is owed (such designation to be made at least three (3) Business Days prior to the Closing Date), an amount in cash equal to the portion of the Company Expenses owing to such Person; provided, however, that the Company shall use reasonable best efforts to deliver or cause to be delivered to the Buyer at least three (3) Business Days prior to the Closing final invoices, wire instructions and all other information necessary for payment at Closing with respect to such Company Expenses payable at the Closing (to the extent applicable), provided, that if any final invoice, wire instructions or other information necessary for payment with respect to such Company Expenses is delivered to the Buyer after the date that is three (3) Business Days prior to the Closing, then the Buyer will be permitted to pay an amount in cash equal to the portion of the Company Expenses owing to such Person within three (3) Business Days following persons the receipt of such final invoice, wire instructions or other information necessary for payment with respect to such Company Expenses. To the extent any Company Expenses related to any retention awards set forth on Section 5.15(g) of a shareholders’ resolution removing the Disclosure Letter are not payable until after the Closing, on the date of the next regularly scheduled payroll following persons from when any such Company Expenses become due and payable, the supervisory board Buyer shall pay, on behalf of the Company, effective prior through payroll of the applicable Company Group member to each Person to whom any portion of the Company Expenses is owed (or at Closing:by the Company on any such Person’s behalf) (in each case, subject to the last sentence of Section 2.6 (regarding “wages”)), an amount in cash equal to the portion of the Company Expenses owing to such Person net of any applicable withholding Taxes. (if) Dr. Nedim Cen as member of If (and only if) the supervisory board of Agreed Stock Consideration Value equals €0, the Company; (ii) Xx. Xxxxxxx X. Feldt as member of Buyer shall deliver to the supervisory board of Seller and the Company; (iii) Mr. Michael El-Hillow as member of the supervisory board of the Company; (iv) Xx. Xxxxx Xxxxxxx as member of the supervisory board of the Company; (v) Xx. Xxxxx Xxxxxx as member of the supervisory board of the Company; and (vi) Mr. Xxxx Xxxxxxxx as member of the supervisory board of the Company; (c) delivery by Sellers of Adjustment Escrow Agent, a copy of the shareholders’ resolution of the Company regarding the discharge from liability (Entlastung) of the persons in Section 4.4(b) for the fiscal year 2009 and the period from 1 January 2010 until the effectiveness of their resignation orAdjustment Escrow Agreement, as the case may be removal as supervisory board members; (d) delivery duly executed by the Company of a confirmation by fax from the Company’s bank that the debt referred to in Section 3.2(b) has been settled by Seller 3; (e) payment by Purchaser of the Purchase Price to the Sellers in cash; (f) payment of the Purchaser’s Cash Contribution less an amount equal to the amount of the Bank Debt that remains outstanding upon Closing, but in any case payment of not less than the portion of Purchaser’s Cash Contribution as described in Section 4.2(a)(iii) (sub-sentence (iii)) to the Company’s Bank Account;Buyer. (g) [****] If (and only if) the “Sellers’ Cash Contribution”)];Agreed Stock Consideration Value equals €0, the Seller shall deliver to the Buyer a copy of the Adjustment Escrow Agreement, duly executed by the Seller and the Adjustment Escrow Agent. (h) payment by the Company in full Each of the Seller 3 Royalty Claims Parties agrees that the Closing shall be effected by way of certain customary “notary” processes pursuant to the Seller 3 Bank Account; (i) delivery by applicable Laws of the Company Netherlands, and each of the Parties shall cooperate with the other in good faith to Sellers identify and Purchaser agree on a Dutch notary and the steps necessary to implement such processes as required pursuant to the Laws of a confirmation by fax from the Company’s bank evidencing that Netherlands to effectuate the payment Closing in accordance with the intentions of the Parties as set forth in Section 4.4(f) has been credited to the Company’s Bank Account; (j) delivery by the Company to Sellers and Purchaser foregoing clauses of a confirmation by fax from the Company’s bank evidencing that the Sellers’ Cash Contribution has been credited to the Company’s Bank Account; (k) delivery by Seller 3 of a fax confirmation from its bank that a payment in the amount of the Seller 3 Royalty Claims has been credited to the Seller 3 Bank Account; (l) at the request of Purchaser, either (i) execution by Sellers of an unconditional and irrevocable waiver of all their claims, including payment claims regarding the loan amount and any accrued interest, under the Shareholder Loans and any other claims of Sellers against the Company, but only if and to the extent as specified in Exhibit 4.4(l) (together the “Sellers’ Claims”), or (ii) sale, assignment and transfer of the Sellers’ Claims by Sellers to an Affiliate of Purchaser for a purchase price of [****]; (m) execution by Sellers and Purchaser of a share transfer agreement regarding the Sold Shares, substantially in the form as attached hereto as Exhibit 4.4(m) and transfer and delivery of Share Certificates by way of endorsement (Indossament) to Purchaser; (n) notification by Purchaser to the Company of the change of ownership in the Sold Shares, and entering of Purchaser in the Company’s share register; and (o) confirmation by the Parties in writing that the Closing Conditions have been fulfilled or waived, all actions to be taken on the Closing Date under this Section 4.4 have been taken or waived in accordance with this Agreement and that as a consequence thereof the Sold Shares have been transferred to Purchaser (the “Closing Confirmation”)2.2.

Closing Actions. On the Closing Date, the following actions have to be taken by the Parties, either jointly or separately, and Parties shall procure that the Company provides the respective documents, as the case may be, which shall be taken simultaneously (Zug um Zug):At Closing, (a) delivery the Purchaser shall provide the Sellers with the documentation regarding the release of Sellers Security set forth in Section 7.3; (b) the relevant Sellers shall provide the Purchaser with the powers of attorney described in Section 7.5; (c) the Sellers shall deliver to the Purchaser an executed copy of the release documentation in the agreed form in relation to the Facilities Agreement and the related finance documentation (together the “Financing Documents”) issued by Sellers UniCredit Bank AG (formerly Bayerische Hypo- und Vereinsbank AG) acting as facility agent and/or as security agent (as applicable) under the Financing Documents, such release documentation to evidence and confirm that, subject only to the transfer to the Purchaser of bank statements showing the Cash TV Sweden Holding Shares, (i) all security interest over the TV Sweden Holding Shares and the shares in SBS TV AB under the Financing Documents and (ii) TV Sweden Holding and SBS TV AB in their capacity as guarantors under the Financing Documents are fully released (subject to any mandatory local law notarization, filing or (de)registration requirements or waiting periods); (d) the Designated Entity shall sell and assign the P7S1 Receivables to the Purchaser or a Nominated Entity on the basis of the Company draft transfer agreement attached hereto as Annex 10.2(d), and the Purchaser or the Nominated Entity shall assume the P7S1 Payables, subject to and with effect as per the transfer in rem of all Sold Shares to Purchaser; (e) the Purchaser shall pay the Total Purchase Price to the Sellers' Account with effect as of the Closing Date; (bf) delivery by Sellers Seller 1 shall deliver to Purchaser the share certificates representing all Sold SWE Shares, duly endorsed in blank, and deliver to Purchaser the shares registers (aktieböcker) of copies TV Sweden Holding and Radio Sweden Holding, respectively, in which Purchaser has been entered as owner of resignation letters from the following persons or Sold SWE Shares in the share register of each relevant SWE Company (aktiebok); (g) Seller 2 shall make available to the Purchaser (x) evidence that the Purchaser has been entered as owner of the Sold NOR Shares in the share register of each relevant NOR Company (aksjeeierbok) and shareholder confirmation in accordance with sections 4-10 of the Norwegian Private Limited Companies Act (aksjebevis); and (y) a copy of the minutes of a shareholders’ resolution removing duly held meeting of the following persons from the supervisory board of directors of Radio Norge authorizing the Companytransfer of the Sold Radio Norge Shares to the Purchaser as contemplated by this Agreement; (h) Seller 2 shall deliver to Purchaser all the 4 (in words: four) issued original share certificates representing 50 percent of the issued share capital for SBS Denmark duly endorsed in blank (including the endorsements in respect of the transfer of such shares to Seller 2 from SBS Belgium N.V. dated April 29, effective prior 2011) and deliver the original share register (ejerbog) of SBS Denmark to or at Closing:the Purchaser evidencing that the Purchaser has been entered as owner of the Sold DEN Shares in the share register of SBS Denmark; (i) Dr. Nedim Cen Seller 2 shall deliver to Purchaser (i) duly endorsed share certificates representing all Sold FIN Shares and (ii) evidence that the Purchaser has been entered as member owner of the supervisory board Sold FIN Shares in the share and shareholder register of the CompanySBS Finland (osake- ja osakasrekisteri); (iij) Xx. Xxxxxxx X. Feldt as member of Seller 3 shall deliver to the supervisory board of the Company; Purchaser (iiii) Mr. Michael El-Hillow as member of the supervisory board of the Company; (iv) Xx. Xxxxx Xxxxxxx as member of the supervisory board of the Company; (v) Xx. Xxxxx Xxxxxx as member of the supervisory board of the Company; and (vi) Mr. Xxxx Xxxxxxxx as member of the supervisory board of the Company; (c) delivery by Sellers of a copy of the shareholders’ resolution consent by Seller 1 approving the transfer of the Company regarding Sold UK Shares as required by the discharge from liability articles of association of Seller 3, (Entlastungii) a duly executed stock transfer form in favor of Purchaser and the share certificates in respect of the persons Sold UK Shares (or a duly executed indemnity, in Section 4.4(bagreed form, for any lost certificates), (iii) for a copy of the fiscal year 2009 minutes of a duly held meeting of the board of directors of SBS UK authorizing the registration of the transfer of the Sold UK Shares to the Purchaser (subject to stamping), (iv) the certificate of incorporation, the statutory books and the period common seal of SBS UK (or make these items available to Purchaser at the registered office of SBS UK), and (v) powers of attorney in respect of the rights attaching to the Sold UK Shares executed by Seller 3 (and Purchaser hereby agrees to indemnify and hold harmless Seller 3 from and against all losses, liabilities, costs, fees and other expenses that Seller 3 may incur as a result of any action taken by the Purchaser in exercising such rights); (k) the Parties shall take all measures required under applicable law and the constitutional documents of XxxXx to transfer all shares in XxxXx from the relevant company of the P7S1 Group as shareholder to the Purchaser or the Nominated Entity; (l) the Sellers and the Purchaser and (if applicable) any Nominated Entity shall execute and consummate the Tax Covenant. (m) Seller 1 January 2010 until and the effectiveness Purchaser or a Nominated Entity (as applicable) shall execute and consummate the SWE Executives Transfer Agreement. All of their resignation the above Closing actions shall be deemed to take place simultaneously, provided that, for practical reasons, the Closing actions shall take place in the above sequence. The Parties shall execute a closing protocol confirming the due occurrence of all or, as the case may be removal as supervisory board members; (d) delivery by be, waiver of certain Closing actions, which shall, however, not have any constitutive effect with respect to the Company occurrence of a confirmation by fax from the Company’s bank that the debt referred to in Section 3.2(b) has been settled by Seller 3; (e) payment by Purchaser any of the Purchase Price to the Sellers in cash; (f) payment of the Purchaser’s Cash Contribution less an amount equal to the amount of the Bank Debt that remains outstanding upon ClosingClosing actions, but in any case payment of not less than the portion of Purchaser’s Cash Contribution as described in Section 4.2(a)(iii) (sub-sentence (iii)) to the Company’s Bank Account; (g) [****] (the “Sellers’ Cash Contribution”)]; (h) payment by the Company in full of the Seller 3 Royalty Claims to the Seller 3 Bank Account; (i) delivery by the Company to Sellers and Purchaser of a confirmation by fax from the Company’s bank evidencing that the payment set forth in Section 4.4(f) has been credited to the Company’s Bank Account; (j) delivery by the Company to Sellers and Purchaser of a confirmation by fax from the Company’s bank evidencing that the Sellers’ Cash Contribution has been credited to the Company’s Bank Account; (k) delivery by Seller 3 of a fax confirmation from its bank that a payment in the amount of the Seller 3 Royalty Claims has been credited to the Seller 3 Bank Account; (l) at the request of Purchaser, either (i) execution by Sellers of an unconditional and irrevocable waiver of all their claims, including payment claims regarding the loan amount and any accrued interest, under the Shareholder Loans and any other claims of Sellers against the Company, but shall only if and to the extent as specified in Exhibit 4.4(l) (together the “Sellers’ Claims”), or (ii) sale, assignment and transfer of the Sellers’ Claims by Sellers to an Affiliate of Purchaser have declaratory effect for a purchase price of [****]; (m) execution by Sellers and Purchaser of a share transfer agreement regarding the Sold Shares, substantially in the form as attached hereto as Exhibit 4.4(m) and transfer and delivery of Share Certificates by way of endorsement (Indossament) to Purchaser; (n) notification by Purchaser to the Company of the change of ownership in the Sold Shares, and entering of Purchaser in the Company’s share register; and (o) confirmation by the Parties in writing that the Closing Conditions have been fulfilled or waived, all actions to be taken on the Closing Date under this Section 4.4 have been taken or waived in accordance with this Agreement and that as a consequence thereof the Sold Shares have been transferred to Purchaser (the “Closing Confirmation”)evidentiary purposes.

Closing Actions. On At the Closing Date, the following actions have to be taken by the Parties, either jointly or separately, and Parties shall procure that the Company provides the respective documents, as the case may be, which shall be taken simultaneously (Zug um Zug):effected in the stated order: (a) delivery by Sellers to Purchaser of bank statements showing the Cash of the Company as of the Closing Date;[deliberately left blank] (b) delivery by The Sellers Representative shall deliver to the Purchaser properly executed waiver letters in a format of which signed copies of resignation letters from the following persons or of a shareholders’ resolution removing the following persons from the supervisory board of the Company, effective prior to or at Closing: are attached hereto as Exhibits 9.4.b (i) Dr. Nedim Cen as member of the supervisory board of the Company; (ii) Xx. Xxxxxxx X. Feldt as member of the supervisory board of the Company; to (iii) Mr. Michael El-Hillow as member and waiver letters of all Sellers regarding the supervisory board of Silent Partnership. Furthermore, the Company; parties shall execute the silent partnership transfer agreement regarding MBG (iv) Xx. Xxxxx Xxxxxxx as member of Exhibit R 9), and the supervisory board of Sellers Representative shall deliver to the Company; (v) Xx. Xxxxx Xxxxxx as member of the supervisory board of the Company; and (vi) Mr. Xxxx Xxxxxxxx as member of the supervisory board of the Company;Purchaser a properly executed tbg waiver pursuant to Section R 10. (c) delivery by The Sellers of Representative shall deliver to the Purchaser a copy re-assignment agreement properly executed between the Seller 1 and the Company under which, to the satisfaction of the shareholders’ resolution of Purchaser, the Seller 1 re-assigns to the Company regarding the discharge from liability intellectual properties (Entlastung) of the persons in Section 4.4(b) for the fiscal year 2009 and the period from 1 January 2010 until the effectiveness of their resignation or, as the case may be removal as supervisory board members;Exhibit 9.4 c)). (d) delivery by The Sellers shall deliver to the Company Purchaser (1) minutes of a confirmation by fax from the Company’s bank that the debt referred supervisory board meeting according to in Section 3.2(bwhich (i) has been settled by Seller 3; – firstly - Dr. Xxxx (e) payment by Purchaser as chairman of the Purchase Price board) and Dr. Xxxxx xnd Fexxxx Xrat were appointed as members of the management board for a term of 2 years as from Completion to which they agreed, and (ii) secondly the Sellers in cash; (f) supervisory board, conditional upon receipt of payment of the Purchaser’s Cash Contribution less an amount equal to the amount of the Bank Debt that remains outstanding upon Closing, but in any case payment of not less than the portion of Purchaser’s Cash Contribution as described in Section 4.2(a)(iii) (sub-sentence (iii)) to the Company’s Bank Account; (g) [****] (the “Sellers’ Cash Contribution”)]; (h) payment by the Company in full of the Seller 3 Royalty Claims to the Seller 3 Bank Account; (i) delivery by the Company to Sellers and Purchaser of a confirmation by fax from the Company’s bank evidencing that the payment set forth in Section 4.4(f) has been credited to the Company’s Bank Account; (j) delivery by the Company to Sellers and Purchaser of a confirmation by fax from the Company’s bank evidencing that the Sellers’ Cash Contribution has been credited to the Company’s Bank Account; (k) delivery by Seller 3 of a fax confirmation from its bank that a payment First Purchase Price in the amount of Designated Account, approved the Seller 3 Royalty Claims has been credited to the Seller 3 Bank Account; (l) at the request of Purchaser, either (i) execution by Sellers of an unconditional and irrevocable waiver of all their claims, including payment claims regarding the loan amount and any accrued interest, under the Shareholder Loans and any other claims of Sellers against the Company, but only if and to the extent as specified in Exhibit 4.4(l) (together the “Sellers’ Claims”), or (ii) sale, assignment and transfer of the Sellers’ Claims by Sold Stocks, the stocks referred to above lit.l. and the precautionary stocks transfer referred to in Section 1.3, and (iii) new management guidelines were issued (signed copies of the supervisory board minutes and management guidelines are attached asExhibit _9.4 (d)(i), and (2) Management Agreements properly executed between the Company and each of Dr. Xxxx xnd Dr. Xxxxx xigned copies of which are attached hereto in Exhibit Exhibit _9.4 (d)(ii) (the Management Agreements). (e) The Sellers Representative shall deliver to an Affiliate of the Purchaser for a purchase price of as Exhibit 9.4 (e)a settlement and re-assignment agreement properly executed between [**Redacted**] and the Company under which, to the satisfaction of the Purchaser, conditional upon receipt of payment of USD219,883 (i) [**Redacted**] re-assigns all assets including [**Redacted**] that were assigned to [**Redacted**] in order to secure [**Redacted**] and (ii) [**Redacted**] declares that all its claims under or in relation to or caused by loan arrangement with the Company are settled upon receipt of said payment. (f) The Sellers Guarantor and the Purchaser shall execute the non-compete agreement contained in Exhibit 8 and attached as signed copy. (g) The Sellers Representative shall deliver to the Purchaser resignation letters of Dr. Xxxxx xnd Dr. Xxxxxxxxxxxx xs regards their supervisory board memberships (attached as signed copies, Exhibit 9.4.g) and court resolutions according to which following individuals have been appointed by court as new supervisory board members: Eugen Ermantraut, Vexxxxxxx Xxxxx. (h) [deliberately left blank]; (i) The proxy of the Sellers Representative shall confirm to the Purchaser that no Material Adverse Effect has occurred which is done by signing of this Agreement. (j) The Sellers shall deliver to the Purchaser a confirmatory letter and waiver according to which Bioventures and the Seller 1 confirm that the Company is not liable for any claims under the Bioventures Agreement, and a final form of such confirmatory letter and waiver is attached hereto as Exhibit 9.4.j. (k) The Sellers shall endorse and the Sellers Representative shall hand over to the Purchaser the stock certificates listed in Exhibit 1.1.a; in relation to the Seller 4, the hand over can be substituted for the purposes of a closing action by the Sellers Representative delivering to the Purchaser the acknowledgment and offer letter signed by the Seller 4, and a signed copy of such confirmatory letter and waiver is attached hereto as Exhibit 9.4.k (l) [deliberately left blank] (m) execution by Sellers and The Purchaser of a share transfer agreement regarding shall pay the Sold Shares, substantially in the form as attached hereto as Exhibit 4.4(m) and transfer and delivery of Share Certificates by way of endorsement (Indossament) to Purchaser;First Purchase Price. (n) notification by Purchaser to the Company of the change of ownership in the Sold Shares, and entering of Purchaser in the Company’s share register; and[deliberately left blank] (o) confirmation by The supervisory board of the Parties Company shall, upon Sellers’ receipt of payment of the First Purchase Price, register the Purchaser as new stockholder in writing that the Closing Conditions have been fulfilled or waived, all actions relation to be taken on the Closing Date under this Section 4.4 have been taken or waived in accordance with this Agreement and that as a consequence thereof the Sold Shares have been transferred Stocks. (p) The Agent shall effect the payments referred to in the Transaction Fee Schedule. (q) The Sellers Representative and the proxy of the Purchaser (including the “Closing Confirmation”)Agent shall, upon Completion, execute for evidence purposes a closing memorandum confirming the occurrence of Completion and the payments provided for in the Transaction Fee Schedule.

Closing Actions. On the Closing Date, the following actions have to be taken by Seller and the Parties, either jointly or separately, and Parties Purchaser shall procure that the Company provides the respective documents, as the case may be, which shall be taken simultaneously (Zug um Zug), take the following actions (the “Closing Actions”), provided that the Party owing the performance of a Closing Action may elect to perform such Closing Action prior to the Closing Date (which election shall not affect the maturity of any other Closing Actions): (a) delivery payment by Sellers to the Purchaser of bank statements showing the Cash of Escrow Amounts into the Company as of the Closing DateEscrow Accounts; (b) delivery payment by Sellers of copies of resignation letters from the following persons or of a shareholders’ resolution removing the following persons from the supervisory board Purchaser of the CompanyFacilities Repayment Amount into the Bank Debt Account in accordance with Sections 4 and 10 above, effective prior to or at Closing: (i) Dr. Nedim Cen as member of the supervisory board of the Company; (ii) Xx. Xxxxxxx X. Feldt as member payment of all of the supervisory board of other amounts included in the Company; Initial Closing Indebtedness to the recipients thereof as set forth on the Closing Statement (and in accordance with the payment instructions thereof provided to the Purchaser by Seller with the Closing Statement) and (iii) Mr. Michael El-Hillow as member of all Initial Closing Seller Transaction Expenses, if any, set forth in the supervisory board of Closing Statement (and in accordance with the Company; (iv) Xx. Xxxxx Xxxxxxx as member of payment instructions thereof provided to the supervisory board of Purchaser by Seller with the Company; (v) Xx. Xxxxx Xxxxxx as member of the supervisory board of the Company; and (vi) Mr. Xxxx Xxxxxxxx as member of the supervisory board of the CompanyClosing Statement); (c) delivery payment by Sellers the Purchaser of a copy an amount equal to the Initial Cash Purchase Price less the Escrow Amounts less the amount of the shareholders’ resolution of After Tax Transaction Bonus into the Company regarding the discharge from liability (Entlastung) of the persons Seller’s Account in accordance with Section 4.4(b) for the fiscal year 2009 and the period from 1 January 2010 until the effectiveness of their resignation or, as the case may be removal as supervisory board members10 above; (d) delivery payment by the Company Purchaser of a confirmation by fax from an amount equal to the Company’s bank that the debt referred After Tax Transaction Bonus to in Section 3.2(b) has been settled by Seller 3Xxx Xxxxxxx and Xxxxx Xxxxx; (e) payment delivery by Purchaser the Seller of duly executed shareholder resolutions dismissing Xxxxx Xxxxx and Xxx Xxxxxxx as managing directors of Verwaltungs GmbH with full discharge for the Purchase Price to the Sellers in cashlast fiscal year; (f) payment delivery by the Seller of the Purchaser’s Cash Contribution less an amount equal to the amount duly executed PLTA Termination Letter and of the Bank Debt that remains outstanding upon Closing, but in any case payment of not less than the portion of Purchaser’s Cash Contribution as described in Section 4.2(a)(iii) (sub-sentence (iii)) to the Company’s Bank Accountduly executed PLTA Termination Resolutions; (g) [****] (delivery by the “Sellers’ Cash Contribution”)]Seller of the duly executed Release Agreement; (h) payment delivery by the Company in full Seller of the Seller 3 Royalty Claims to the Seller 3 Bank Accountduly executed EMP Service Termination Agreement (as defined in Section 16.1 below); (i) delivery by the Company to Sellers and Purchaser Seller of a confirmation by fax from the Company’s bank evidencing that the payment set forth in Section 4.4(f) has been credited to the Company’s Bank Accountduly executed Shareholder Loan Termination Agreement; (j) delivery by the Company to Sellers and Purchaser Seller of a confirmation by fax from the Company’s bank evidencing that duly executed agreement regarding the Sellers’ Cash Contribution has been credited to conversion of the Company’s Bank AccountExisting Profit Transfer Claim into the Existing PLTA Shareholder Loan; (k) delivery by the Seller 3 of a fax confirmation from its bank that a payment in the amount of the Seller 3 Royalty Claims has been credited to the Seller 3 Bank Accountduly executed Closing EMP Contribution Agreement; (l) at delivery by the request Seller of Purchaser, either (i) execution by Sellers of an unconditional and irrevocable waiver of all their claims, including payment claims the duly executed agreement regarding the loan amount and any accrued interest, under the Shareholder Loans and any other claims of Sellers against the Company, but only if and to the extent as specified in Exhibit 4.4(l) (together the “Sellers’ Claims”), or (ii) sale, assignment and transfer conversion of the Sellers’ Claims by Sellers to an Affiliate of Purchaser for a purchase price of [****]PLTA Profit Transfer Claim into the PLTA Shareholder Loan; (m) execution delivery by Sellers and Purchaser the Seller of a share transfer agreement regarding the Sold Shares, substantially duly executed Seller’s Closing Certificate (as defined in the form as attached hereto as Exhibit 4.4(m) and transfer and delivery of Share Certificates by way of endorsement (Indossament) to PurchaserSection 15.3 below); (n) notification by Purchaser to the Company execution of the change Seller’s Group Payables Assumption Agreement between the Seller, certain Seller’s Group Companies and the Purchaser; (o) execution of ownership in the Sold Shares, German Share Transfer Agreement and entering of Purchaser in the Company’s share registerBelgian Share Transfer Agreement between the Seller and the Purchaser; and (op) confirmation by execution of the Parties in writing that transfer agreement (Vertragsübernahme) regarding the Closing Conditions have been fulfilled or waived, all actions to be taken on PLTA Shareholder Loan between the Closing Date under this Section 4.4 have been taken or waived in accordance with this Agreement Seller and that as a consequence thereof the Sold Shares have been transferred to Purchaser (the “Closing Confirmation”)Purchaser.

Closing Actions. On the Closing Date, the Parties undertake to take the following actions have to be taken by the Partiesactions, either jointly or separately, and Parties shall procure that the Company provides the respective documentsindividually, as the case may be, which shall be taken simultaneously step by step (Zug um Zug): (a) delivery by Sellers to Xxxxxx and receipt of the Purchaser of bank statements showing the Cash originals of the Company as resignation letters or the revocations of the Closing Dateappointment, effective prior to or at Closing, of (i) Xx. Xxxxxxx Xxxxx Xxxxxx Xxx as managing director (Geschäftsführer) of Target and as director of US Subsidiary; (ii) Mr. Xxxxxxx Xxxx as proxy holder of Target and as director of US Subsidiary; (iii) Xx. Xxx Xxxxxx as treasurer of US Subsidiary; and (iv) Xxx. Xxxx Xxxx, Xx. Xxxxxx Xxxxxx, Xx. Xxxxxx Xxxx and Xx. Xxxxxx Xxxxxxxxxxx, each as proxy holder of Target; (b) delivery by Sellers Seller and receipt of the Purchaser of copies of resignation letters from the following persons or of a shareholders’ resolution removing agreements mentioned in Sections 3.2, 3.3(a), 3.3(e) and 3.4, providing inter alia for the following persons from the supervisory board of the Company, effective prior to or at Closing: fact that (i) Dr. Nedim Cen the ES Profit Transfer Agreement has been terminated with effect as member of the supervisory board end of the Company; Effective Date, (ii) Xx. Xxxxxxx X. Feldt as member of the supervisory board of ES Profit Transfer Receivable has been converted into the Company; ES Loan Receivable and (iii) Mr. Michael El-Hillow as member of the supervisory board of the Company; (iv) Xx. Xxxxx Xxxxxxx as member of the supervisory board of the Company; (v) Xx. Xxxxx Xxxxxx as member of the supervisory board of the Company; and (vi) Mr. Xxxx Xxxxxxxx as member of the supervisory board of the CompanyEPP Transfer has been effected; (c) delivery by Sellers Seller and receipt of Purchaser of the original of a copy document, substantially in the form of the shareholders’ resolution draft attached as Schedule 5.4(c), notarized if needed, that, fully and irrevocably provides, (i) the Companies have been released, or will be released only subject to payment of the Company regarding amount specified in Section 5.4(h) below in accordance with this Agreement, from all outstanding liabilities, including letters of credit, collateral, other encumbrances and guarantees, in relation to the discharge obligations under the facilities agreements dated 28 September 2006 as amended and supplemented from liability time to time between IKB Deutsche Industriebank AG as facility agent and other financing parties and certain members of Seller’s Group and Target as borrowers and guarantors (Entlastungthe “Seller’s Group Financing”), (ii) the share pledge over the Sold Share and all other collaterals over assets of the persons Companies (including land charges), in both cases in connection with Seller’s Group Financing, have been released or will be released only subject to payment of the amount specified in Section 4.4(b5.4(h) for below in accordance with this Agreement, and (iii) all respective lending parties pursuant to Seller’s Group Financing have approved the fiscal year 2009 transactions contemplated by this Agreement fully, irrevocably and unconditionally or only subject to payment of the period from 1 January 2010 until the effectiveness of their resignation or, as the case may be removal as supervisory board membersamount specified in Section 5.4(h) below in accordance with this Agreement; (d) delivery by Seller and receipt of the Company Purchaser of a confirmation by fax from an accurate copy of an agreement substantially in the Company’s bank that form of the debt draft attached as Schedule 5.4(d), that, except for the Transitional Service Agreement as referred to under paragraph (f) below, any service and supply and other agreements with members of Seller’s Group and the cash pool employed between the members of Seller’s Group and Target, all of which are specifically listed in Section 3.2(b) has Schedule 5.4(d), have been settled by Seller 3cancelled as of the Closing Date at the latest; (e) payment execution of an agreement by Purchaser the Parties with respect to the sale, transfer or assumption of the Purchase Price to Inter-Group Debt substantially in the Sellers in cashform as attached hereto as Schedule 4.2(b); (f) payment execution of the Purchaser’s Cash Contribution less an amount equal to the amount of the Bank Debt that remains outstanding upon ClosingTransitional Service Agreement among Seller, but in any case payment of not less than the portion of Purchaser’s Cash Contribution as described in Section 4.2(a)(iii) (sub-sentence (iii)) to the Company’s Bank AccountEPP GmbH and Target; (g) [****] (the “Sellers’ Cash Contribution”)]; (h) payment by the Company in full of the Seller 3 Royalty Claims to the Seller 3 Bank Account; (i) delivery by the Company to Sellers and Purchaser of a confirmation by fax from the Company’s bank evidencing that the payment set forth in Section 4.4(f) has been credited to the Company’s Bank Account; (j) delivery by the Company to Sellers and Purchaser of a confirmation by fax from the Company’s bank evidencing that the Sellers’ Cash Contribution has been credited to the Company’s Bank Account; (k) delivery by Seller 3 of a fax confirmation from its bank that a payment in the amount of the Seller 3 Royalty Claims has been credited to the Seller 3 Bank Account; (l) at the request of Purchaser, either (i) execution by Sellers of an unconditional and irrevocable waiver of all their claims, including payment claims regarding the loan amount and any accrued interest, under the Shareholder Loans and any other claims of Sellers against the Company, but only if and to the extent as specified in Exhibit 4.4(l) (together the “Sellers’ Claims”), or (ii) sale, assignment and transfer of the Sellers’ Claims by Sellers to an Affiliate of Purchaser for a purchase price of [****]; (m) execution by Sellers Xxxxxx and Purchaser of a share transfer agreement regarding the Sold SharesShare, substantially in the form as attached hereto as Exhibit 4.4(m) and transfer and delivery of Share Certificates by way of endorsement (Indossament) to Purchaser; (n) notification by Purchaser to the Company of the change of ownership in the Sold Shares, and entering of Purchaser in the Company’s share registerSchedule 5.4(g); and (oh) confirmation payment by the Parties in writing that the Closing Conditions have been fulfilled or waived, all actions to be taken on the Closing Date under this Section 4.4 have been taken or waived Purchaser in accordance with Section 4.3(c) of an amount equal to the Estimated Purchase Price (i) plus an amount equal to the Estimated ES Loan Receivable Purchase Price; (ii) plus an amount equal to any positive Estimated Inter-Group Net-Debt Amount or minus an amount equal to any negative Estimated Inter-Group Net-Debt Amount. To the extent permitted by applicable law, each Party may waive any of the closing actions in this Agreement Section 5.4 by providing written notice thereof to the other Parties if and that as a consequence thereof to the Sold Shares have been transferred extent such Party is not responsible for such closing action pursuant to Purchaser (the “Closing Confirmation”)this Section 5.4.

Closing Actions. On the Closing Date, the following actions have to be taken by the Parties, either jointly or separately, and Parties shall procure that the Company provides the respective documents, as the case may be, which shall be taken simultaneously (Zug um Zug): (a) delivery by Sellers to Purchaser of bank statements showing At the Cash of Share Exchange Closing, the Company matters set out in Clause 1 and Clause 2 will take place (save as of the Closing Date;otherwise set out therein). (b) delivery Notwithstanding any other provision of this Agreement, without prejudice to any other rights and remedies the Purchaser, the Company or a Company Shareholder may have, if any provision of Clause 1.3(a) or Clause 2.6 is not complied with in all material respects by Sellers the Purchaser, or if any provision of copies of resignation letters from the following persons Clause 1.3(b) or of a shareholders’ resolution removing the following persons from the supervisory board of Clause 1.3(d) is not complied with in all material respects by the Company, effective prior or if any provision of Clause 1.3(c) is not complied with in all material respects by a Company Shareholder, the Purchaser, in the case of any such non-compliance by the Company or any Company Shareholder, or the Company, in the case of any such non-compliance by the Purchaser, shall be entitled, by written notice to or at Closing: the relevant other Party to (i) Dr. Nedim Cen effect the Share Exchange Closing so far as member practicable having regard to the defaults which have occurred (which may include, in the case of a Company Shareholder which has delivered its STF(s) but has otherwise failed to comply fully with Clause 1.3(c)), the Purchaser delivering the portion of the supervisory board Exchange Shares due to such Company Shareholder to the Transfer and Centralising Agent to be delivered to such Company Shareholder promptly after such Company Shareholder has fulfilled all of the Company; its remaining obligations under Clause 1.3(c) or (ii) Xxif such notice is not delivered in accordance with Clause 3.2(b)(i), a new date for the Share Exchange Closing shall be automatically fixed for ten (10) Business Days after the originally scheduled Share Exchange Closing Date, in which case this Clause 3.2(b) shall apply to the Share Exchange Closing as deferred. Xxxxxxx X. Feldt as member If the Party which has not complied in all material respects with its obligations has not done so by the new date fixed for the Share Exchange Closing in accordance with Clause 3.2(b)(ii), the Party in compliance may elect not to proceed with the Transactions and deliver notice to terminate this Agreement fourteen (14) days after the originally scheduled Share Exchange Closing Date, whereupon Clause 11.2 and the second sentence of the supervisory board of the Company; (iii) Mr. Michael El-Hillow as member of the supervisory board of the Company; (iv) Xx. Xxxxx Xxxxxxx as member of the supervisory board of the Company; (v) Xx. Xxxxx Xxxxxx as member of the supervisory board of the Company; and (vi) Mr. Xxxx Xxxxxxxx as member of the supervisory board of the Company;Clause 11.3 shall apply. (c) delivery by Sellers of Notwithstanding the foregoing, the Purchaser shall not issue any Exchange Shares to a copy of the shareholders’ resolution of the Company regarding the discharge from liability (Entlastung) of the persons Shareholder that has not delivered its STFs in Section 4.4(b) for the fiscal year 2009 and the period from 1 January 2010 until the effectiveness of their resignation or, as the case may be removal as supervisory board members;accordance with Clause 1.3(c)(i). (d) delivery by Notwithstanding any other provision of this Agreement, without prejudice to any other rights and remedies the Company Shareholders or the Purchaser may have, the Company Shareholders and the Purchaser shall not be obliged to complete the sale and purchase of a confirmation by fax from the Company’s bank that the debt referred to in Section 3.2(b) has been settled by Seller 3; (e) payment by Purchaser any of the Purchase Price to Company Shares unless the Sellers in cash; (f) payment sale and purchase of all of the Purchaser’s Cash Contribution less an amount equal to Company Shares and the amount issuance of all of the Bank Debt that remains outstanding upon Closing, but in any case payment of not less than the portion of Purchaser’s Cash Contribution as described in Section 4.2(a)(iii) (sub-sentence (iii)) to the Company’s Bank Account; (g) [****] (the “Sellers’ Cash Contribution”)]; (h) payment by the Company in full of the Seller 3 Royalty Claims to the Seller 3 Bank Account; (i) delivery by the Company to Sellers and Purchaser of a confirmation by fax from the Company’s bank evidencing that the payment set forth in Section 4.4(f) has been credited to the Company’s Bank Account; (j) delivery by the Company to Sellers and Purchaser of a confirmation by fax from the Company’s bank evidencing that the Sellers’ Cash Contribution has been credited to the Company’s Bank Account; (k) delivery by Seller 3 of a fax confirmation from its bank that a payment in the amount of the Seller 3 Royalty Claims has been credited to the Seller 3 Bank Account; (l) at the request of Purchaser, either (i) execution by Sellers of an unconditional and irrevocable waiver of all their claims, including payment claims regarding the loan amount and any accrued interest, under the Shareholder Loans and any other claims of Sellers against the Company, but only if and to the extent as specified in Exhibit 4.4(l) (together the “Sellers’ Claims”), or (ii) sale, assignment and transfer of the Sellers’ Claims by Sellers to an Affiliate of Purchaser for a purchase price of [****]; (m) execution by Sellers and Purchaser of a share transfer agreement regarding the Sold Shares, substantially in the form as attached hereto as Exhibit 4.4(m) and transfer and delivery of Share Certificates by way of endorsement (Indossament) to Purchaser; (n) notification by Purchaser to the Company of the change of ownership in the Sold Shares, and entering of Purchaser in the Company’s share register; and (o) confirmation by the Parties in writing that the Closing Conditions have been fulfilled or waived, all actions to be taken on the Closing Date under this Section 4.4 have been taken or waived in accordance with this Agreement and that as a consequence thereof the Sold Exchange Shares have been transferred to Purchaser (the “Closing Confirmation”)are completed simultaneously.

Closing Actions. On 12.1 At the Scheduled Closing Date, subject to all of the Closing Conditions having occurred or been waived in accordance with this Agreement, the Parties shall take the following actions have to be taken by (the Parties, either jointly or separately, "Closing Actions") in the following order and Parties shall procure that the Company provides the respective documents, as the case may be, which shall be deemed to have been taken simultaneously (Zug um Zug): 12.1.1 the Sellers shall provide (ai) delivery by Sellers to Purchaser of bank statements showing resignation letters from the Cash Resigning Individuals set out in agreed form in Exhibit 12.1.1, effective as of the Company as end of the Closing Date, as well as (ii) a waiver by the Resigning Individuals waiving all claims and liabilities against the Target Group Companies except for any claims and entitlements to unpaid advisory board fees and reimbursement of travel and accommodation expenses accrued or incurred until Closing. 12.1.2 Sellers shall deliver to the Purchasers a duly signed certificate set out in agreed form in Exhibit 12.1.2(a) in respect of the Closing Conditions pursuant to Sections 11.3, 11.4, 11.6 and 11.7 and the Purchasers shall deliver to the Sellers a duly signed certificate set out in agreed form in Exhibit 12.1.2(b) in respect of the Closing Condition pursuant to Section 11.7. 12.1.3 Subsequently and simultaneously (Zug um Zug) (a) the Purchasers or an Affiliate of the Purchasers shall pay, in either case on behalf and on account of the respective debtor as a payment in the meaning of § 267 sec. 1 of the German Civil Code (BGB) (§ 267 sec. 0, Xxxxxxx xxxxx xxxxx Xxxxxxx), to the Financing Banks the Full Repayment Amount by wire transfer to the bank account(s) specified by the Financing Banks and the Purchasers shall provide to the Sellers written confirmation of that payment to the Financing Banks (or the relevant agent on their behalf); (b) delivery by the Sellers shall provide the Purchasers with a confirmation of copies of resignation letters from the following persons or of a shareholders’ resolution removing the following persons from the supervisory board receipt of the Company, effective prior to Full Repayment Amount by the Financing Banks or at Closing: (i) Dr. Nedim Cen as member the Facility Agent on behalf of the supervisory board of the Company; (ii) Xx. Xxxxxxx X. Feldt as member of the supervisory board of the Company; (iii) Mr. Michael El-Hillow as member of the supervisory board of the Company; (iv) Xx. Xxxxx Xxxxxxx as member of the supervisory board of the Company; (v) Xx. Xxxxx Xxxxxx as member of the supervisory board of the Company; and (vi) Mr. Xxxx Xxxxxxxx as member of the supervisory board of the CompanyFinancing Banks; (c) delivery by Sellers of a copy of the shareholders’ resolution of the Company regarding the discharge from liability (Entlastung) of the persons in Section 4.4(b) for the fiscal year 2009 and the period from 1 January 2010 until the effectiveness of their resignation or, as the case may be removal as supervisory board members; (d) delivery by the Company of a confirmation by fax from the Company’s bank that the debt referred to in Section 3.2(b) has been settled by Seller 3; (e) payment by Purchaser of the Purchase Price Purchasers shall pay an amount to the Sellers in cash; (fSellers’ Account(s) payment of the Purchaser’s Cash Contribution less an amount which is equal to the amount of the Bank Debt that remains outstanding upon Closing, but in any case payment of not less than the portion of Purchaser’s Cash Contribution as described in Section 4.2(a)(iii) (sub-sentence (iii)) Aggregate Purchase Price payable to the Company’s Bank AccountSellers; (d) the Sellers shall provide the Purchasers with a confirmation of receipt of the Aggregate Purchase Price; (e) the Sellers shall deliver a certificate confirming that as of the Closing Date they are not aware of any third party claiming to own any of the Sale Shares; (f) the Sellers and Purchaser 2 shall execute any and all other instruments necessary under applicable law to transfer the Shareholder Loan Receivables to Purchaser 2; (g) [****] (the “Sellers’ Cash Contribution”Parties shall jointly instruct the acting notary, in the form as Exhibit 12.1.3(g)];, to file an updated shareholder’s list of the Company with the relevant commercial register; and (h) payment by the Company in full Sellers shall grant Purchaser 1 a notarial certified power of the Seller 3 Royalty Claims to the Seller 3 Bank Account; (i) delivery by the Company to Sellers and Purchaser of a confirmation by fax from the Company’s bank evidencing that the payment set forth in Section 4.4(f) has been credited to the Company’s Bank Account; (j) delivery by the Company to Sellers and Purchaser of a confirmation by fax from the Company’s bank evidencing that the Sellers’ Cash Contribution has been credited to the Company’s Bank Account; (k) delivery by Seller 3 of a fax confirmation from its bank that a payment in the amount of the Seller 3 Royalty Claims has been credited to the Seller 3 Bank Account; (l) at the request of Purchaser, either (i) execution by Sellers of an unconditional and irrevocable waiver of all their claims, including payment claims regarding the loan amount and any accrued interest, under the Shareholder Loans and any other claims of Sellers against the Company, but only if and to the extent as specified in Exhibit 4.4(l) (together the “Sellers’ Claims”), or (ii) sale, assignment and transfer of the Sellers’ Claims by Sellers to an Affiliate of Purchaser for a purchase price of [****]; (m) execution by Sellers and Purchaser of a share transfer agreement regarding the Sold Sharesattorney, substantially in the form as attached hereto as of Exhibit 4.4(m) 12.1.3(h), pursuant to which Purchaser 1 is entitled to hold shareholder meetings and transfer and delivery of Share Certificates by way of endorsement (Indossament) to Purchaser; (n) notification by Purchaser to the Company adopt shareholder resolutions of the change Target Company, it being understood that such power of ownership in attorney ends automatically upon Purchaser 1 being considered as the Sold Sharesshareholder of the Target Company pursuant to § 16 sec. 1, and entering sent. 1 of Purchaser in the Company’s share register; andGerman Act on limited liability companies (GmbHG). (o) confirmation by the Parties in writing that the 12.1.4 Finally, after all Closing Conditions Actions have been fulfilled or waived, all actions to be taken on the Closing Date under this Section 4.4 have been taken duly satisfied or waived in accordance with this Agreement Section 12.1 as the case may be, the Sellers and that as a consequence thereof the Sold Shares have been transferred to Purchaser (Purchasers shall sign the “"Closing Confirmation”)", a draft of which is attached hereto as Exhibit 12.1.

Closing Actions. On the Closing Date, each of the following events shall take place simultaneously. Closing shall not be deemed to occur unless all the actions set out below in this Clause 6.2 have been completed: 6.2.1 The Company and the Sellers shall deliver the Updated Disclosure Letter, if any, to be taken by the Parties, either jointly or separatelyPurchaser; 6.2.2 The Purchaser shall provide, and Parties shall procure that cause the Company provides Purchaser Nominee to provide, to their respective banks, irrevocable wire transfer instructions for effecting the respective documents, as the case may be, which shall be taken simultaneously (Zug um Zug):following transfers: (a) delivery by Sellers to Purchaser Transfer of bank statements showing the Cash their respective portions of the Company as of Seller 1 Purchase Consideration to the Closing Date;bank account designated by Seller 1 in accordance with Clause 3.2; and (b) delivery Transfer of Seller 2 Purchase Consideration to the bank account designated by Sellers of copies of resignation letters from the following persons or of a shareholders’ resolution removing the following persons from the supervisory board of the Company, effective prior to or at Closing: (i) Dr. Nedim Cen as member of the supervisory board of the Company; (ii) XxSeller 2 in accordance with Clause 3.2. Xxxxxxx X. Feldt as member of the supervisory board of the Company; (iii) Mr. Michael El-Hillow as member of the supervisory board of the Company; (iv) Xx. Xxxxx Xxxxxxx as member of the supervisory board of the Company; (v) Xx. Xxxxx Xxxxxx as member of the supervisory board of the Company; and (vi) Mr. Xxxx Xxxxxxxx as member of the supervisory board of the Company; (c) delivery by Sellers of The Purchaser shall provide a copy of the shareholders’ resolution aforementioned instructions along with the acknowledgement, including a copy of MT-101/MT-103 SWIFT or equivalent details to enable the Sellers to track the remittance; 6.2.3 Simultaneous with the delivery of the Company regarding irrevocable wire transfer instructions and a copy of MT-101/MT-103 SWIFT or equivalent details to enable the discharge from liability (Entlastung) Sellers to track the remittance, each of the persons Sellers shall deliver the duly executed share transfer forms and original share certificates in Section 4.4(b) for respect of their respective Sale Shares to the fiscal year 2009 Purchaser and the period from 1 January 2010 until the effectiveness of their resignation or, as the case may be removal as supervisory board membersPurchaser Nominee; 6.2.4 Each of the directors on the Board (d“Resigning Directors”) delivery by shall have tendered their resignation, in the Company format as provided in Schedule IV (Format of a confirmation by fax Resignation Letter) which resignation shall be effective from the Company’s bank that the debt referred to in Section 3.2(b) has been settled by Seller 3Closing; 6.2.5 The Company shall conduct a Board meeting (e“Closing Date Board Meeting”) payment by Purchaser of the Purchase Price to the Sellers in cash;at which there shall be passed a resolution to: (fa) payment of approve/record the Purchaser’s Cash Contribution less an amount equal to the amount of the Bank Debt that remains outstanding upon Closing, but in any case payment of not less than the portion of Purchaser’s Cash Contribution as described in Section 4.2(a)(iii) (sub-sentence (iii)) to the Company’s Bank Account; (g) [****] (the “Sellers’ Cash Contribution”)]; (h) payment by the Company in full of the Seller 3 Royalty Claims to the Seller 3 Bank Account; (i) delivery by the Company to Sellers and Purchaser of a confirmation by fax from the Company’s bank evidencing that the payment set forth in Section 4.4(f) has been credited to the Company’s Bank Account; (j) delivery by the Company to Sellers and Purchaser of a confirmation by fax from the Company’s bank evidencing that the Sellers’ Cash Contribution has been credited to the Company’s Bank Account; (k) delivery by Seller 3 of a fax confirmation from its bank that a payment in the amount of the Seller 3 Royalty Claims has been credited to the Seller 3 Bank Account; (l) at the request of Purchaser, either (i) execution by Sellers of an unconditional and irrevocable waiver of all their claims, including payment claims regarding the loan amount and any accrued interest, under the Shareholder Loans and any other claims of Sellers against the Company, but only if and to the extent as specified in Exhibit 4.4(l) (together the “Sellers’ Claims”), or (ii) sale, assignment and transfer of the Sellers’ Claims by Sale Shares from each of the Sellers to an Affiliate of the Purchaser for a purchase price of [****]and the Purchaser Nominee; (m) execution by Sellers and Purchaser of a share transfer agreement regarding the Sold Shares, substantially in the form as attached hereto as Exhibit 4.4(m) and transfer and delivery of Share Certificates by way of endorsement (Indossament) to Purchaser; (n) notification by Purchaser to the Company of the change of ownership in the Sold Shares, and entering of Purchaser in the Company’s share register; and (o) confirmation by the Parties in writing that the Closing Conditions have been fulfilled or waived, all actions to be taken on the Closing Date under this Section 4.4 have been taken or waived in accordance with this Agreement and that as a consequence thereof the Sold Shares have been transferred to Purchaser (the “Closing Confirmation”).

Closing Actions. 5.4.1. On the Closing Date, the following actions have contemplated in this Clause 5.4.1 shall be undertaken in the order specified in this Clause 5.4.1, but shall be deemed to be taken by performed simultaneously for the Parties, either jointly or separately, and Parties shall procure that the Company provides the respective documents, as the case may be, which shall be taken simultaneously (Zug um Zug):purpose of this Agreement: (a) the Company and Xx. Xxxxx shall deliver to AHCL the duly executed Updated Disclosure Letter 2, if any; (b) AHCL shall issue instructions for the remittance of the Subscription Amount to the Company’s designated bank account, details of which shall be provided by the Company to AHCL, in writing under the CP Completion Certificate. Upon the issuance of such instructions, AHCL shall submit evidence of such instructions and transfer of the Subscription Amount to the Company’s designated account mentioned above to the Company; (c) Xxx. Xxxxx shall deliver irrevocable delivery by Sellers instructions to Purchaser her depository participant for the transfer of bank statements showing the Cash Xxx. Xxxxx Shares to Xx. Xxxxx’x depository account, and deliver a copy of the duly acknowledged counterfoil to AHCL; (d) The Company shall: (A) upon receipt of the Subscription Amount, convene a meeting of the Board (at shorter notice), at which the Board shall pass the following resolutions (which shall be in Agreed Form) (“Closing Board Resolutions”): (i) approving the allotment of the Subscription Shares (other than the AHCL Nominee Subscription Shares) to AHCL and the AHCL Nominee Subscription Shares to the AHCL Nominees, and approving AHCL and the AHCL Nominees as members of the Company as in the Company’s register of members in respect of the respective Subscription Shares; (ii) approving and taking on record the transfer of the Xxx. Xxxxx Shares by Xxx. Xxxxx to Xx. Xxxxx; (iii) approving appointment of 2 (two) nominees of AHCL as directors of the Company (“AHCL Directors”), with effect from Closing Date; (b) delivery by Sellers of copies of resignation letters from the following persons or of a shareholders’ resolution removing the following persons from the supervisory board of the Company, effective prior to or at Closing: (i) Dr. Nedim Cen as member of the supervisory board of the Company; (ii) Xx. Xxxxxxx X. Feldt as member of the supervisory board of the Company; (iii) Mr. Michael El-Hillow as member of the supervisory board of the Company; (iv) Xxtaking on record the resignation of Xxx. Xxxxx Xxxxxxx as member of the supervisory board a director of the Company; (v) Xx. Xxxxx Xxxxxx as member subject to the approval of the supervisory board shareholders of the Company, approving the Restated Articles with effect from the Closing Date; (vi) convening a general meeting of the Company to be held on the Closing Date, on shorter notice, for the ratification of the appointment of AHCL Directors and approving the Restated Articles; (vii) authorizing the requisite personnel of the Company to make all filings that are required to be made by the Company under Applicable Law with any Governmental Authorities, including the Registrar of Companies, pursuant to the actions undertaken on the Closing Date, and (viii) take on record the declarations provided by the AHCL Nominees in Form MGT-4, and by AHCL in Form MGT-5, with respect to the beneficial interest in the AHCL Nominee Subscription Shares being held by AHCL, and make necessary entries in this regard in the register of members; and (viB) Mr. Xxxx Xxxxxxxx as member of pay requisite stamp duty on the supervisory board of the Company; (c) delivery by Sellers of a copy of the shareholders’ resolution of the Company regarding the discharge from liability (Entlastung) of the persons in Section 4.4(b) for the fiscal year 2009 and the period from 1 January 2010 until the effectiveness of their resignation or, as the case may be removal as supervisory board members; (d) delivery by the Company of a confirmation by fax from the Company’s bank that the debt referred to in Section 3.2(b) has been settled by Seller 3;Subscription Shares. (e) payment by Purchaser The Company shall convene an extraordinary general meeting of its members (at shorter notice), to pass the following resolutions (which shall be in Agreed Form) with requisite majority (“Closing Shareholders Resolutions”): (A) approving appointment of AHCL Directors as the directors of the Purchase Price to Company, with effect from the Sellers in cash;Closing Date; and (B) approving adoption of the Restated Articles with effect from the Closing Date. (f) payment of The Company shall issue and allot the Purchaser’s Cash Contribution less an amount equal Subscription Shares, file corporate action form with its depository and issue instructions to its depository participant to credit the amount of the Bank Debt that remains outstanding upon Closing, but in any case payment of not less Subscription Shares (other than the portion of Purchaser’s Cash Contribution as described in Section 4.2(a)(iii) (sub-sentence (iii)AHCL Nominee Subscription Shares) to the Company’s Bank Account;demat account of AHCL and the AHCL Nominee Subscription Shares to the respective demat account of the AHCL Nominees. (g) [****] The Company shall issue a duly stamped letter of allotments: (i) to AHCL to record the “Sellers’ Cash Contribution”)];allotment of the Subscription Shares (other than the AHCL Nominee Subscription Shares) to AHCL and (ii) each AHCL Nominee, to record the allotment of the relevant AHCL Nominee Subscription Shares. (h) payment The Company shall deliver to AHCL the duly executed and completed Form PAS-5 (Record of Private Placement) maintained by the Company in full of the Seller 3 Royalty Claims with respect to the Seller 3 Bank Account;Subscription Shares. (i) delivery by The Engagement Agreement shall be executed between the Company to Sellers and Purchaser of a confirmation by fax from the Company’s bank evidencing that the payment set forth in Section 4.4(f) has been credited to the Company’s Bank Account; (j) delivery by the Company to Sellers and Purchaser of a confirmation by fax from the Company’s bank evidencing that the Sellers’ Cash Contribution has been credited to the Company’s Bank Account; (k) delivery by Seller 3 of a fax confirmation from its bank that a payment in the amount of the Seller 3 Royalty Claims has been credited to the Seller 3 Bank Account; (l) at the request of Purchaser, either (i) execution by Sellers of an unconditional and irrevocable waiver of all their claims, including payment claims regarding the loan amount and any accrued interest, under the Shareholder Loans and any other claims of Sellers against the Company, but only if and to the extent as specified in Exhibit 4.4(l) (together the “Sellers’ Claims”), or (ii) sale, assignment and transfer of the Sellers’ Claims by Sellers to an Affiliate of Purchaser for a purchase price of [****]; (m) execution by Sellers and Purchaser of a share transfer agreement regarding the Sold Shares, substantially in the form as attached hereto as Exhibit 4.4(m) and transfer and delivery of Share Certificates by way of endorsement (Indossament) to Purchaser; (n) notification by Purchaser to the Company of the change of ownership in the Sold Shares, and entering of Purchaser in the Company’s share register; and (o) confirmation by the Parties in writing that the Closing Conditions have been fulfilled or waived, all actions to be taken on the Closing Date under this Section 4.4 have been taken or waived in accordance with this Agreement and that as a consequence thereof the Sold Shares have been transferred to Purchaser (the “Closing Confirmation”)Xx. Xxxxx.

Closing Actions. On the Targeted Closing Date, the Seller and the Purchaser (as the case may be) shall take, or cause to be taken, concurrently (Zug um Zug) the following actions have (collectively the “Closing Actions” and each a “Closing Action” and the Closing Actions lit. (a) to lit. (j) below the “Closing Actions Part I”): (a) The Purchaser shall pay the Purchase Price to the Seller's Account in accordance with Section 5. (b) The Seller shall present to the Purchaser evidence of the removal, effective prior to or as of the Targeted Closing Date, of those members of the management, advisory board, or any other corporate body of the Group Entities as listed in Exhibit 8.2.l(b)­1 (the individuals listed on this Exhibit collectively the “Seller's Board Members”) through delivery to the Purchaser of one or several shareholder's resolutions (such shareholder's resolutions collectively the “Removal Resolutions”) substantially in the form set forth in Exhibit 8.2.l(b)-2 removing the Seller's Board Members. (c) The Seller shall deliver to the Purchaser shareholders' resolutions of the relevant Group Entities substantially in the form set forth in Exhibit 8.2.l(c) granting each of the Seller's Board Members discharge (Entlastung) for the time of their office (if and to the extent such discharge (Entlastung) has not been granted previously). For the avoidance of doubt, such shareholders' resolution granting discharge (Entlastung) may be taken included in the Removal Resolutions. (d) The Seller shall deliver to the Company an extraordinary notice of termination for good cause by which the Parties, either jointly or separately, PLTA shall be terminated with effect as of Closing. (e) The Seller and Parties the Purchaser shall procure that the Company provides the respective documents, as Seller with its written confirmation of receipt and acknowledgement regarding the case may be, which shall be taken simultaneously (Zug um Zug):termination notice under Section 8.2.l(d) above. (af) delivery by Sellers to The Seller and the Purchaser of bank statements showing shall procure that (i) the Cash Company duly executes the commercial register application regarding the termination of the Company PLTA and (ii) the relevant Group Entity duly executes the commercial register application regarding the resignation or removal of any Seller's Board Members as set out in Section 8.2.1(b), each to the extent and in the form required under applicable law. (g) The Purchaser shall deliver a copy of the Closing Date;W&I Insurance policy to the Seller. (bh) delivery by Sellers of copies of resignation letters from the following persons or of The Seller shall deliver a shareholders’ resolution removing the following persons from the supervisory board copy of the Company, effective prior Sell-Side W&I Insurance policy to or at Closing:the Purchaser. (i) Dr. Nedim Cen as member of the supervisory board of the Company; (ii) Xx. Xxxxxxx X. Feldt as member of the supervisory board of the Company; (iii) Mr. Michael El-Hillow as member of the supervisory board of the Company; (iv) Xx. Xxxxx Xxxxxxx as member of the supervisory board of the Company; (v) Xx. Xxxxx Xxxxxx as member of the supervisory board of the Company; and (vi) Mr. Xxxx Xxxxxxxx as member of the supervisory board of the Company; (c) delivery by Sellers of a copy of the shareholders’ resolution of the Company regarding the discharge from liability (Entlastung) of the persons in Section 4.4(b) for the fiscal year 2009 and the period from 1 January 2010 until the effectiveness of their resignation or, as the case may be removal as supervisory board members; (d) delivery by the Company of a confirmation by fax from the Company’s bank that the debt referred to in Section 3.2(b) has been settled by The Seller 3; (e) payment by Purchaser of the Purchase Price shall deliver to the Sellers in cash; (f) payment Purchaser undertakings of its shareholders safeguarding the Purchaser’s Cash Contribution less an amount equal to the amount of the Bank Debt that remains outstanding upon Closing, but in any case payment of not less than the portion of Purchaser’s Cash Contribution as described in Seller's undertakings under Section 4.2(a)(iii) (sub-sentence (iii)) to the Company’s Bank Account; (g) [****] (the “Sellers’ Cash Contribution”)]; (h) payment by the Company in full of the Seller 3 Royalty Claims to the Seller 3 Bank Account; (i) delivery by the Company to Sellers and Purchaser of a confirmation by fax from the Company’s bank evidencing that the payment set forth in Section 4.4(f) has been credited to the Company’s Bank Account; (j) delivery by the Company to Sellers and Purchaser of a confirmation by fax from the Company’s bank evidencing that the Sellers’ Cash Contribution has been credited to the Company’s Bank Account; (k) delivery by Seller 3 of a fax confirmation from its bank that a payment in the amount of the Seller 3 Royalty Claims has been credited to the Seller 3 Bank Account; (l) at the request of Purchaser, either (i) execution by Sellers of an unconditional and irrevocable waiver of all their claims, including payment claims regarding the loan amount and any accrued interest, under the Shareholder Loans and any other claims of Sellers against the Company, but only if and to the extent as specified in Exhibit 4.4(l) (together the “Sellers’ Claims”), or (ii) sale, assignment and transfer of the Sellers’ Claims by Sellers to an Affiliate of Purchaser for a purchase price of [****]; (m) execution by Sellers and Purchaser of a share transfer agreement regarding the Sold Shares, 10.3 below substantially in the form as attached hereto as Exhibit 4.4(m) and transfer and delivery of Share Certificates by way of endorsement 8.2.1 (Indossament) to Purchaser;i). EU-DOCS\22159719 (nj) notification by Purchaser Seller shall deliver reasonable evidence to the Company of Purchaser showing that all shares in Keymile Russia LLC have been effectively transferred to a third party outside the change of ownership Group. (k) The Seller and the Purchaser shall confirm in a written document, to be jointly executed (in duplicate) substantially in the Sold Sharesform attached as Exhibit 8.2.l(k) (the “Transfer of Ownership Confirmation”), and entering of Purchaser in the Company’s share register; and (oa) confirmation by the Parties in writing that the all Closing Conditions have been fulfilled duly satisfied or waived, and (b) that all actions to be taken on the Closing Date under this Section 4.4 Actions Part I have been taken duly taken, occurred or waived in accordance with this Agreement and waived. The legal effect of the Transfer of Ownership Confirmation shall be to serve as prima facie evidence that as a consequence thereof the transfer of the Sold Shares have pursuant to Section 3.2 has been transferred perfected and the Seller is no longer shareholder of the Company prior to Purchaser having entered into the Working Capital Facility. (1) The Seller shall offer in writing to the Company to enter into a facilities agreement regarding a working capital facility in the WCF Amount substantially in the form as attached hereto as Exhibit 8.2.1 (1) (the “Closing ConfirmationWorking Capital Facility”).

Closing Actions. On 4.2.1 At the Closing Date, the Parties shall perform the following actions have for the transfer of the Shares for which they are responsible: each Party shall deliver to be taken the other Parties evidence that it is duly authorised to sign this Agreement; the Seller shall deliver to the Purchaser the agreed form of the Escrow Agreement executed by the PartiesSeller; the Purchaser shall deliver to the Seller the agreed form of the Escrow Agreement executed by the Purchaser; the Seller shall deliver to the Purchaser evidence that it has remedied any failure or omission to comply with Laws regarding the publication of, either jointly or separatelythe exemption to publish, the annual accounts of any of the Group Companies; MVO B.V. and Parties Nooren B.V. shall procure that deliver to the Company provides Purchaser the respective documentsagreed form of the relevant Management Services Agreement executed by MVO B.V. and Nooren B.V., respectively; the Seller, MVO B.V. and Nooren B.V., as the case may be, which shall be taken simultaneously (Zug um Zug): (a) delivery give to the Purchaser statements duly signed by Sellers to Purchaser of bank statements showing the Cash of the Company as of the Closing Date; (b) delivery by Sellers of copies of resignation letters from the following persons or of a shareholders’ resolution removing the following persons from the supervisory board of the CompanySeller, effective prior to or at Closing: (i) Dr. Nedim Cen as member of the supervisory board of the Company; (ii) Xx. Xxxxxxx X. Feldt as member of the supervisory board of the Company; (iii) Mr. Michael El-Hillow as member of the supervisory board of the Company; (iv) Xx. Xxxxx Xxxxxxx as member of the supervisory board of the Company; (v) Xx. Xxxxx Xxxxxx as member of the supervisory board of the Company; and (vi) Mr. Xxxx Xxxxxxxx as member of the supervisory board of the Company; (c) delivery by Sellers of a copy of the shareholders’ resolution of the Company regarding the discharge from liability (Entlastung) of the persons in Section 4.4(b) for the fiscal year 2009 MVO B.V. and the period from 1 January 2010 until the effectiveness of their resignation Nooren B.V. or, as the case may be removal be, any other person (not being any Group Company) being a director of any Group Company, in which each of them (i) resigns as supervisory board members; (d) delivery by director of the Company and/or any of a confirmation by fax the Company Subsidiaries, as the case may be, and (ii) waives all rights and claims it may have against the Company (except for certain disclosed running claims from existing management agreements or any of the Company’s bank that Company Subsidiaries), as the debt case may be, and the Purchaser shall give full discharge to each former director of the Company and the Subsidiaries; and each Party shall take all other action required for the execution of the notarial deed of transfer referred to in Section 3.2(b) has been settled by Clause 4.2.2. 4.2.2 The Seller 3; (e) payment by Purchaser of shall transfer the Purchase Price Shares to the Sellers in cash; (f) payment of Purchaser, the Purchaser’s Cash Contribution less an amount equal Purchaser shall accept the transfer and the Seller shall procure that the Company shall acknowledge the transfer, the foregoing to the amount of the Bank Debt that remains outstanding upon Closing, but in any case payment of not less than the portion of Purchaser’s Cash Contribution as described in Section 4.2(a)(iii) (sub-sentence (iii)) to the Company’s Bank Account; (g) [****] (the “Sellers’ Cash Contribution”)]; (h) payment be effected by execution by the Company in full of Seller, the Seller 3 Royalty Claims to the Seller 3 Bank Account; (i) delivery by the Company to Sellers Purchaser and Purchaser of a confirmation by fax from the Company’s bank evidencing that the payment set forth in Section 4.4(f) has been credited to the Company’s Bank Account; (j) delivery by the Company to Sellers and Purchaser of a confirmation by fax from the Company’s bank evidencing that the Sellers’ Cash Contribution has been credited to the Company’s Bank Account; (k) delivery by Seller 3 of a fax confirmation from its bank that a payment in the amount of the Seller 3 Royalty Claims has been credited to the Seller 3 Bank Account; (l) at the request of Purchaser, either (i) execution by Sellers of an unconditional and irrevocable waiver of all their claims, including payment claims regarding the loan amount and any accrued interest, under the Shareholder Loans and any other claims of Sellers against the Company, but only if and to before the extent as specified in Exhibit 4.4(l) (together the “Sellers’ Claims”)Notary, or (ii) sale, assignment and transfer of the Sellers’ Claims by Sellers to an Affiliate of Purchaser for a purchase price of [****]; (m) execution by Sellers and Purchaser of a share notarial deed of transfer agreement regarding the Sold Shares, substantially in the form as attached hereto as Exhibit 4.4(m) and transfer and delivery of Share Certificates by way of endorsement (Indossament) to Purchaser; (n) notification by Purchaser to the Company of the change of ownership in the Sold Shares, and entering of Purchaser in the Company’s share register; and (o) confirmation by the Parties in writing that the Closing Conditions have been fulfilled or waived, all actions to be taken on the Closing Date under this Section 4.4 have been taken or waived in accordance with this Agreement and that as a consequence thereof the Sold Shares have been transferred to Purchaser (the “Closing Confirmation”)Agreed Terms.

Closing Actions. On At Closing, the Seller and the Purchaser shall take the following actions (“Closing Actions”), simultaneously and not necessarily in this same order: 7.2.1 the Seller shall deliver to the Purchaser letters of resignation by the members of the management bodies (organi amministrativi) of Target included in a list to be provided by the Purchaser to the Seller no later than ten Business Days before the Closing Date, with effect as of Closing, and confirming that they have no claims against the following actions have respective Group Companies (the “Resigning Directors”); 7.2.2 the Seller shall use its reasonable efforts to cause the members of the supervisory body (organo di controllo) of the Company included in a list to be taken provided by the PartiesPurchaser to the Seller no later than ten Business Days before the Closing Date to resign or otherwise cease from their office with effect as of Closing, either jointly or separately, and confirming that they have no claims against the respective Group Companies (the “Resigning Auditors”); 7.2.3 the Seller shall have funded the Seller Escrow Account; 7.2.4 the Parties shall procure that execute the Deed of Transfer, so as to transfer the Quota to the Purchaser, free of Encumbrances; 7.2.5 the Purchaser shall pay the Purchase Price to the Seller; 7.2.6 the Parties shall cause the Company provides to record the respective documents, as transfer of the case may be, which Quota in its shareholders’ ledger 7.2.7 Manitex Valla shall pay through immediately available funds that portion of the consideration owed to the Company pursuant to the Valla Sale Agreement; 7.2.8 the Purchaser shall receive the payment of the First Tranche of the Intercompany Claims; 7.2.9 the Seller shall cause a quotaholders’/shareholders’ meeting of the Group Companies to be taken simultaneously (Zug um Zug):held for the purpose of: (a) delivery ratifying the actions carried out by Sellers the Resigning Directors and Resigning Auditors and waiving to Purchaser of bank statements showing the Cash maximum extent provided for by the applicable law any possible claim/objection against them; (b) appointing the new members of the Company as of Group Companies’ management bodies (organi amministrativi) indicated in a list to be provided by the Purchaser to the Seller no later than five Business Days before the Closing Date; (bc) delivery subject to the resignation contemplated in Clause 7.2.2 above, appointing the new members of the Group Companies’ supervisory bodies (organi di controllo) indicated in a list to be provided by Sellers of copies of resignation letters from the following persons or of Purchaser to the Seller no later than five Business Days before the Closing Date; 7.2.10 the Seller shall cause a shareholders’ resolution removing the following persons from the supervisory board of the Company, effective prior to or at Closing: (i) Dr. Nedim Cen as member of the supervisory board of the Company; (ii) Xx. Xxxxxxx X. Feldt as member of the supervisory board of the Company; (iii) Mr. Michael El-Hillow as member of the supervisory board of the Company; (iv) Xx. Xxxxx Xxxxxxx as member of the supervisory board of the Company; (v) Xx. Xxxxx Xxxxxx as member of the supervisory board of the Company; and (vi) Mr. Xxxx Xxxxxxxx as member of the supervisory board of the Company; (c) delivery by Sellers of a copy of the shareholders’ resolution meeting of the Company regarding the discharge from liability (Entlastung) of the persons in Section 4.4(b) to be held for the fiscal year 2009 purpose of, and validly resolve upon, the period from 1 January 2010 until the effectiveness adoption of their resignation or, as the case may new by-laws in text to be removal as supervisory board members; (d) delivery provided by the Company of a confirmation by fax from the Company’s bank that the debt referred to in Section 3.2(b) has been settled by Seller 3; (e) payment by Purchaser of the Purchase Price to the Sellers in cash; (f) payment of the Purchaser’s Cash Contribution less an amount equal to the amount of the Bank Debt that remains outstanding upon Closing, but in any case payment of not less than the portion of Purchaser’s Cash Contribution as described in Section 4.2(a)(iii) (sub-sentence (iii)) to the Company’s Bank Account; (g) [****] (the “Sellers’ Cash Contribution”)]; (h) payment by the Company in full of the Seller 3 Royalty Claims to the Seller 3 Bank Account; (i) delivery by the Company to Sellers and Purchaser of a confirmation by fax from the Company’s bank evidencing that the payment set forth in Section 4.4(f) has been credited to the Company’s Bank Account; (j) delivery by the Company to Sellers and Purchaser of a confirmation by fax from the Company’s bank evidencing that the Sellers’ Cash Contribution has been credited to the Company’s Bank Account; (k) delivery by Seller 3 of a fax confirmation from its bank that a payment in the amount of the Seller 3 Royalty Claims has been credited to the Seller 3 Bank Account; (l) at the request of Purchaser, either (i) execution by Sellers of an unconditional and irrevocable waiver of all their claims, including payment claims regarding the loan amount and any accrued interest, under the Shareholder Loans and any other claims of Sellers against the Company, but only if and to the extent as specified in Exhibit 4.4(l) (together the “Sellers’ Claims”), or (ii) sale, assignment and transfer of the Sellers’ Claims by Sellers to an Affiliate of Purchaser for a purchase price of [****]; (m) execution by Sellers and Purchaser of a share transfer agreement regarding the Sold Shares, substantially in the form as attached hereto as Exhibit 4.4(m) and transfer and delivery of Share Certificates by way of endorsement (Indossament) to Purchaser; (n) notification by Purchaser to the Company of the change of ownership in the Sold Shares, and entering of Purchaser in the Company’s share register; and (o) confirmation by the Parties in writing that no later than ten Business Days before the Closing Conditions have been fulfilled or waived, all actions to be taken on the Closing Date under this Section 4.4 have been taken or waived in accordance with this Agreement and that as a consequence thereof the Sold Shares have been transferred to Purchaser (the “Closing Confirmation”)Date.

Closing Actions. 6.1 On the Scheduled Closing DateDate at 10 am (CET) at the business premises of Noerr LLP at Xxxxxxxxxxxx 0, 00000 Xxxxxxxxx xx Xxxx, unless the Parties have agreed on another time and/or location, the Parties shall take the following actions have to be taken by (the Parties, either jointly or separately, and Parties “Closing Actions”) in the following order: (i) The Sellers shall procure confirm that the Company provides the respective documents, as the case may be, which shall be taken simultaneously (Zug um Zug): (a) delivery by Sellers to Purchaser of bank statements showing the Cash of the Company Closing Conditions set forth under Sections through 5.1.4 are fulfilled as of the Closing Date; (bii) delivery by the Sellers of copies of resignation letters from shall deliver to the following persons or of a shareholders’ resolution removing the following persons from the supervisory board Purchaser an executed original of the CompanyPartnership Agreement (including all of its Annexes) between the Sellers, the Founder OHG and the Company as negotiated pursuant to Section 16.1 and effective prior to or at Closing: (i) Dr. Nedim Cen as member of the supervisory board of the Company; (ii) Xx. Xxxxxxx X. Feldt as member of the supervisory board of the CompanyClosing Date; (iii) Mr. Michael El-Hillow as member the Sellers shall deliver to the Purchaser an executed original of the supervisory board of fully restated managing director service agreement between JL and the CompanyCompany as negotiated pursuant to Section 16.3; (iv) Xx. Xxxxx Xxxxxxx Each of DF and RB shall deliver to the Purchaser (i) an executed original of a resignation declaration by which they duly resign from their office as member managing directors of the supervisory board Company and the Subsidiary with effect as of the CompanyClosing Date and confirm that they have no outstanding claims against the Company and the Subsidiary which relate to the period prior to the Closing Date and (ii) executed originals of the duly executed employment agreements between the Company and DF and the Company or the Subsidiary and RB pursuant to Section 16.2; (v) Xx. Xxxxx Xxxxxx as member of the supervisory board of Purchaser shall transfer the Company; andClosing Payment to the Sellers’ Accounts pursuant to Section 3.3; (vi) Mr. Xxxx Xxxxxxxx as member the Sellers shall sign the Confirmation of Receipt and hand it over to the supervisory board of the CompanyPurchaser; (cvii) delivery by the Sellers shall grant a power of a copy of the shareholders’ resolution of the Company regarding the discharge from liability (Entlastung) of the persons in Section 4.4(b) for the fiscal year 2009 and the period from 1 January 2010 until the effectiveness of their resignation or, as the case may be removal as supervisory board members; (d) delivery by the Company of a confirmation by fax from the Company’s bank that the debt referred to in Section 3.2(b) has been settled by Seller 3; (e) payment by Purchaser of the Purchase Price attorney to the Sellers in cash; (f) payment of the Purchaser’s Cash Contribution less an amount equal to the amount of the Bank Debt that remains outstanding upon Closing, but in any case payment of not less than the portion of Purchaser’s Cash Contribution as described in Section 4.2(a)(iii) (sub-sentence (iii)) to the Company’s Bank Account; (g) [****] (the “Sellers’ Cash Contribution”)]; (h) payment by the Company in full of the Seller 3 Royalty Claims to the Seller 3 Bank Account; (i) delivery by the Company to Sellers and Purchaser of a confirmation by fax from the Company’s bank evidencing that the payment set forth in Section 4.4(f) has been credited to the Company’s Bank Account; (j) delivery by the Company to Sellers and Purchaser of a confirmation by fax from the Company’s bank evidencing that the Sellers’ Cash Contribution has been credited to the Company’s Bank Account; (k) delivery by Seller 3 of a fax confirmation from its bank that a payment in the amount of the Seller 3 Royalty Claims has been credited to the Seller 3 Bank Account; (l) at the request of Purchaser, either (i) execution by Sellers of an unconditional and irrevocable waiver of all their claims, including payment claims regarding the loan amount and any accrued interest, under the Shareholder Loans and any other claims of Sellers against the Company, but only if and to the extent as specified in Exhibit 4.4(l) (together the “Sellers’ Claims”), or (ii) sale, assignment and transfer of the Sellers’ Claims by Sellers to an Affiliate of Purchaser for a purchase price of [****]; (m) execution by Sellers and Purchaser of a share transfer agreement regarding the Sold Shares, – substantially in the form as attached hereto as of Exhibit 4.4(m) and transfer and delivery of Share Certificates by way of endorsement (Indossament) to Purchaser; (n) notification by Purchaser to the Company of the change of ownership in the Sold Shares, and entering of Purchaser in the Company’s share register; and (o) confirmation by the Parties in writing that the Closing Conditions have been fulfilled or waived, all actions to be taken on the Closing Date under this Section 4.4 have been taken or waived in accordance with this Agreement and that as a consequence thereof the Sold Shares have been transferred to Purchaser (the “Closing Confirmation”).6.1

Closing Actions. On At the Closing DateClosing, the following actions have to be taken by the Parties, either jointly or separately, and Parties shall procure that the Company provides the respective documents, as the case may be, which shall be taken simultaneously (Zug um Zug):take place: (a) delivery The Sellers shall deliver or cause to be delivered to the Buyer: (i) a certificate in the forms attached as EXHIBIT V.2.A (I), executed by Sellers to Purchaser of bank statements showing the Cash each of the Company Sellers representing and warranting to the Buyer that each of the Sellers' representations and warranties set forth in the Agreement is true, complete and accurate in all respects as of the Closing Date as if each such representation or warranty was made on the Closing Date; (bii) delivery by Sellers of copies a letter of resignation letters from signed by the following persons or of a shareholders’ resolution removing the following persons from the supervisory board of the Company, effective prior to or at Closing: (i) Dr. Nedim Cen as President and by each member of the supervisory board Subsidiary's Board, in each case, effective upon the appointment of the new President and of the new members of the Subsidiary's Board in accordance with paragraph (iii) hereafter together with a written waiver and release from each such resigning President and member of the Subsidiary's Board in respect of any existing or potential claims against the Company or the Subsidiary, respectively, relating to his or her mandate as President or as a member of the Subsidiary's Board; (iii) a copy of the notification and the minutes of a duly called meeting of the shareholders of each of the Companies, a decision of the President and a meeting of the Subsidiary's Board (a draft of which shall have been prepared and delivered by the Buyer reasonably in advance of the Closing Date), including provisions with respect to the appointment of the new President and the new members of the Subsidiary's Board designated by the Buyer; (iv) the Organizational Documents of the Company (reflecting the transfer of the Shares); (v) a copy of the notification sent to the President on the transfer of the Shares and the minutes of a duly called meeting of the shareholders of the Company authorizing the sale of the Shares to the Buyer in accordance with the by-laws of the Company; (iivi) Xx. Xxxxxxx X. Feldt as member an original copy of each of the supervisory board documents, agreements or corporate resolutions of the Company; (iii) Mr. Michael El-Hillow as member of the supervisory board of the Company; (iv) Xx. Xxxxx Xxxxxxx as member of the supervisory board of the Company; (v) Xx. Xxxxx Xxxxxx as member of the supervisory board of the Company; and (vi) Mr. Xxxx Xxxxxxxx as member of the supervisory board of the Company; (c) delivery by Sellers of which a copy of the shareholders’ resolution of the Company regarding the discharge from liability (Entlastung) of the persons in Section 4.4(b) for the fiscal year 2009 and the period from 1 January 2010 until the effectiveness of their resignation or, as the case may be removal as supervisory board members; (d) delivery by the Company of a confirmation by fax from the Company’s bank that the debt referred to in Section 3.2(b) has been settled by Seller 3; (e) payment by Purchaser of the Purchase Price to the Sellers in cash; (f) payment of the Purchaser’s Cash Contribution less an amount equal to the amount of the Bank Debt that remains outstanding upon Closing, but in any case payment of not less than the portion of Purchaser’s Cash Contribution as described in Section 4.2(a)(iii) (sub-sentence (iii)) to the Company’s Bank Account; (g) [****] (the “Sellers’ Cash Contribution”)]; (h) payment by the Company in full of the Seller 3 Royalty Claims to the Seller 3 Bank Account; (i) delivery by the Company to Sellers and Purchaser of a confirmation by fax from the Company’s bank evidencing that the payment set forth in Section 4.4(f) has been credited to the Company’s Bank Account; (j) delivery by the Company to Sellers and Purchaser of a confirmation by fax from the Company’s bank evidencing that the Sellers’ Cash Contribution has been credited to the Company’s Bank Account; (k) delivery by Seller 3 of a fax confirmation from its bank that a payment in the amount of the Seller 3 Royalty Claims has been credited to the Seller 3 Bank Account; (l) at the request of Purchaser, either (i) execution by Sellers of an unconditional and irrevocable waiver of all their claims, including payment claims regarding the loan amount and any accrued interest, under the Shareholder Loans and any other claims of Sellers against the Company, but only if and to the extent as specified in Exhibit 4.4(l) (together the “Sellers’ Claims”), or (ii) sale, assignment and transfer of the Sellers’ Claims by Sellers to an Affiliate of Purchaser for a purchase price of [****]; (m) execution by Sellers and Purchaser of a share transfer agreement regarding the Sold Shares, substantially in the form as list is attached hereto as Exhibit 4.4(mEXHIBIT V.2.A(VI) and transfer and delivery executed in each case by all concerned parties in the agreed form attached hereto as EXHIBIT V.2.A(VI), evidencing that each of Share Certificates the covenants listed under ARTICLE IX below to be performed by way of endorsement (Indossament) to Purchaser; (n) notification by Purchaser the Sellers prior to the Company of the change of ownership in the Sold SharesClosing, has been fully and entering of Purchaser in the Company’s share registervalidly performed; and (o) confirmation by the Parties in writing that the Closing Conditions have been fulfilled or waived, all actions to be taken on the Closing Date under this Section 4.4 have been taken or waived in accordance with this Agreement and that as a consequence thereof the Sold Shares have been transferred to Purchaser (the “Closing Confirmation”).

Closing Actions. On the Closing Date, the following actions have to be taken by the Parties, either jointly or separately, and Parties shall procure that the Company provides the respective documents, as the case may be, which shall be taken simultaneously (Zug um Zug): (a) delivery At or prior to Closing, upon the terms and subject to the conditions of this Agreement, and subject to the simultaneous performance by Sellers to Purchaser of bank statements showing its obligations pursuant to Section 6.3(b), Seller shall deliver (or cause to be delivered) to Purchaser, the Cash of the Company as of the Closing Date; (b) delivery by Sellers of copies of resignation letters from the following persons or of a shareholders’ resolution removing the following persons from the supervisory board of the Company, effective prior to or at Closingfollowing: (i) Dr. Nedim Cen as member a copy of the supervisory board of the CompanyPETRONAS Approval; (ii) Xx. Xxxxxxx X. Feldt as member two original share transfer forms for each of the supervisory board Xxxxxx Xxxxx Sale Shares and Xxxxxx Sarawak Sale Shares in Agreed Form in favour of the CompanyPurchaser duly executed by Seller; (iii) Mr. Michael El-Hillow as member of the supervisory board of existing share certificates relating to the CompanySale Shares; (iv) Xx. Xxxxx Xxxxxxx as member duly executed letters of the supervisory board resignation and deeds of the release, in Agreed Form, with effect from Closing, of each existing director of each Sale Company; (v) Xx. Xxxxx Xxxxxx as member a certified true copy of a secretary’s certificate of the supervisory board resolutions passed by each Sale Company's directors approving each of the following, subject only to Closing: (A) the registration of the transfer of the Sale Shares to Purchaser; (B) the cancellation of the existing share certificates relating to the Sale Shares and the issuance of new share certificates in the name of Purchaser evidencing ownership of the Sale Shares; (C) the resignations of each existing director of each Sale Company confirming that they have no claims against the relevant Sale Company for loss of office, arrears of pay or otherwise howsoever and releasing them from all liabilities and the appointment of such directors, as may be duly notified by Purchaser to Seller at least ten (10) Business Days prior to Closing or such other period as may be agreed between Seller and Purchaser, as a director of such Sale Company; (D) the entry of Purchaser into the register of members of each of the Sale Companies; (E) the change of names of Xxxxxx Sarawak and Xxxxxx Xxxxx to such names as may be informed by Purchaser to Seller at least ten (10) Business Days prior to Closing (or such other period as may be agreed between Seller and Purchaser) effective as of Closing; and (F) the designation of the registered office or registered agent requested by Purchaser at least ten (10) Business Days prior to Closing (or such other period as may be agreed between Seller and Purchaser) as the registered office or registered agent of such Sale Company effective as of Closing; (vi) the certificate of incorporation, articles of association, registers of directors and members, and statutory and minute books of each Sale Company; and (vivii) Mr. Xxxx Xxxxxxxx as member of the supervisory board of the Company;Hard Disk. (cb) delivery At or prior to Closing, upon the terms and subject to the conditions of this Agreement, and subject to the simultaneous performance by Sellers Seller of a copy of its obligations pursuant to Section 6.3(a), Purchaser shall deliver (or cause to be delivered) to Seller the shareholders’ resolution of the Company regarding the discharge from liability (Entlastung) of the persons in Section 4.4(b) for the fiscal year 2009 and the period from 1 January 2010 until the effectiveness of their resignation or, as the case may be removal as supervisory board members;following: (d) delivery by the Company of a confirmation by fax from the Company’s bank that the debt referred to in Section 3.2(b) has been settled by Seller 3; (ei) payment by Purchaser of the Purchase Price to the Sellers Closing Payment Amount in cash; (f) payment of the Purchaser’s Cash Contribution less an amount equal to the amount of the Bank Debt that remains outstanding upon Closing, but in any case payment of not less than the portion of Purchaser’s Cash Contribution as described in accordance with Section 4.2(a)(iii) (sub-sentence (iii)) to the Company’s Bank Account; (g) [****] (the “Sellers’ Cash Contribution”)]; (h) payment by the Company in full of the Seller 3 Royalty Claims to the Seller 3 Bank Account; (i) delivery by the Company to Sellers and Purchaser of a confirmation by fax from the Company’s bank evidencing that the payment set forth in Section 4.4(f) has been credited to the Company’s Bank Account; (j) delivery by the Company to Sellers and Purchaser of a confirmation by fax from the Company’s bank evidencing that the Sellers’ Cash Contribution has been credited to the Company’s Bank Account; (k) delivery by Seller 3 of a fax confirmation from its bank that a payment in the amount of the Seller 3 Royalty Claims has been credited to the Seller 3 Bank Account; (l) at the request of Purchaser, either (i) execution by Sellers of an unconditional and irrevocable waiver of all their claims, including payment claims regarding the loan amount and any accrued interest, under the Shareholder Loans and any other claims of Sellers against the Company, but only if and to the extent as specified in Exhibit 4.4(l) (together the “Sellers’ Claims”), or (ii) sale, assignment and transfer of the Sellers’ Claims by Sellers to an Affiliate of Purchaser for a purchase price of [****]; (m) execution by Sellers and Purchaser of a share transfer agreement regarding the Sold Shares, substantially in the form as attached hereto as Exhibit 4.4(m) and transfer and delivery of Share Certificates by way of endorsement (Indossament) to Purchaser; (n) notification by Purchaser to the Company of the change of ownership in the Sold Shares, and entering of Purchaser in the Company’s share register4.3; and (oii) confirmation two original share transfer forms for the Xxxxxx Xxxxx Sale Shares and the Xxxxxx Sarawak Sale Shares in Agreed Form duly executed by Purchaser. (c) If Seller has failed to perform its obligations under Section 6.3(a), and/or Purchaser has failed to perform its obligations under Section 6.3(b), then (in addition to and without prejudice to all other rights or remedies available to each Party under or pursuant to this Agreement and the Parties right to claim damages for breach of this Agreement) Closing shall be deferred once for ten (10) Business Days. If upon the deferred date for Closing a Party does not comply with its obligations under Section 6.3(a) or 6.3(b) (as the case may be), the non-defaulting Party (which shall be Seller, in writing that the Closing Conditions have been fulfilled or waivedcase of a default by Purchaser, all actions and Purchaser, in the case of a default by Seller) may terminate this Agreement by notice to be taken on the Closing Date under this Section 4.4 have been taken or waived defaulting Party in accordance with Section 12.1 or elect to proceed to Closing to the extent practicable. Any election to proceed to Closing shall be without prejudice to any accrued rights and liabilities of the Parties and the rights of a Party to claim damages for breach of this Agreement Agreement. (d) Purchaser shall cooperate with Seller to (i) provide notices of the sale and purchase of the Sale Shares in Agreed Form to PETRONAS and each of the Other Participants and (ii) use reasonable endeavours to ensure that as a consequence thereof all other pertinent Governmental Entities and counterparties to the Sold Shares Material Contracts and Material Agreements have been transferred to Purchaser notified of the sale and purchase of the Sale Shares, in each case, within five (5) Business Days of the “Closing Confirmation”)Date.

Closing Actions. On At the Closing Date, the following actions have to be taken by the Parties, either jointly or separately, and Parties shall procure that the Company provides the respective documents, as the case may be, which shall be taken simultaneously (Zug um Zug):effected in the stated order: (a) delivery by Sellers to Purchaser of bank statements showing the Cash of the Company as of the Closing Date;[deliberately left blank] (b) delivery by The Sellers Representative shall deliver to the Purchaser properly executed waiver letters in a format of which signed copies of resignation letters from the following persons or of a shareholders’ resolution removing the following persons from the supervisory board of the Company, effective prior to or at Closing: are attached hereto as Exhibits 9.4.b (i) Dr. Nedim Cen as member of the supervisory board of the Company; (ii) Xx. Xxxxxxx X. Feldt as member of the supervisory board of the Company; to (iii) Mr. Michael El-Hillow as member and waiver letters of all Sellers regarding the supervisory board of Silent Partnership. Furthermore, the Company; parties shall execute the silent partnership transfer agreement regarding MBG (iv) Xx. Xxxxx Xxxxxxx as member of Exhibit R 9), and the supervisory board of Sellers Representative shall deliver to the Company; (v) Xx. Xxxxx Xxxxxx as member of the supervisory board of the Company; and (vi) Mr. Xxxx Xxxxxxxx as member of the supervisory board of the Company;Purchaser a properly executed tbg waiver pursuant to Section R 10. (c) delivery by The Sellers of Representative shall deliver to the Purchaser a copy re-assignment agreement properly executed between the Seller 1 and the Company under which, to the satisfaction of the shareholders’ resolution of Purchaser, the Seller 1 re-assigns to the Company regarding the discharge from liability intellectual properties (Entlastung) of the persons in Section 4.4(b) for the fiscal year 2009 and the period from 1 January 2010 until the effectiveness of their resignation or, as the case may be removal as supervisory board members;Exhibit 9.4 c)). (d) delivery by The Sellers shall deliver to the Company Purchaser (1) minutes of a confirmation by fax from the Company’s bank that the debt referred supervisory board meeting according to in Section 3.2(bwhich (i) has been settled by Seller 3; – firstly - Xx. Xxxx (e) payment by Purchaser as chairman of the Purchase Price board) and Xx. Xxxxx and Xxxxxx Prat were appointed as members of the management board for a term of 2 years as from Completion to which they agreed, and (ii) secondly the Sellers in cash; (f) supervisory board, conditional upon receipt of payment of the Purchaser’s Cash Contribution less an amount equal to the amount of the Bank Debt that remains outstanding upon Closing, but in any case payment of not less than the portion of Purchaser’s Cash Contribution as described in Section 4.2(a)(iii) (sub-sentence (iii)) to the Company’s Bank Account; (g) [****] (the “Sellers’ Cash Contribution”)]; (h) payment by the Company in full of the Seller 3 Royalty Claims to the Seller 3 Bank Account; (i) delivery by the Company to Sellers and Purchaser of a confirmation by fax from the Company’s bank evidencing that the payment set forth in Section 4.4(f) has been credited to the Company’s Bank Account; (j) delivery by the Company to Sellers and Purchaser of a confirmation by fax from the Company’s bank evidencing that the Sellers’ Cash Contribution has been credited to the Company’s Bank Account; (k) delivery by Seller 3 of a fax confirmation from its bank that a payment First Purchase Price in the amount of Designated Account, approved the Seller 3 Royalty Claims has been credited to the Seller 3 Bank Account; (l) at the request of Purchaser, either (i) execution by Sellers of an unconditional and irrevocable waiver of all their claims, including payment claims regarding the loan amount and any accrued interest, under the Shareholder Loans and any other claims of Sellers against the Company, but only if and to the extent as specified in Exhibit 4.4(l) (together the “Sellers’ Claims”), or (ii) sale, assignment and transfer of the Sellers’ Claims by Sold Stocks, the stocks referred to above lit.l. and the precautionary stocks transfer referred to in Section 1.3, and (iii) new management guidelines were issued (signed copies of the supervisory board minutes and management guidelines are attached asExhibit _9.4 (d)(i), and (2) Management Agreements properly executed between the Company and each of Xx. Xxxx and Xx. Xxxxx signed copies of which are attached hereto in Exhibit Exhibit _9.4 (d)(ii) (the Management Agreements). (e) The Sellers Representative shall deliver to an Affiliate of the Purchaser for a purchase price of as Exhibit 9.4 (e)a settlement and re-assignment agreement properly executed between [**Redacted**] and the Company under which, to the satisfaction of the Purchaser, conditional upon receipt of payment of USD219,883 (i) [**Redacted**] re-assigns all assets including [**Redacted**] that were assigned to [**Redacted**] in order to secure [**Redacted**] and (ii) [**Redacted**] declares that all its claims under or in relation to or caused by loan arrangement with the Company are settled upon receipt of said payment. (f) The Sellers Guarantor and the Purchaser shall execute the non-compete agreement contained in Exhibit 8 and attached as signed copy. (g) The Sellers Representative shall deliver to the Purchaser resignation letters of Xx. Xxxxx and Xx. Xxxxxxxxxxxx as regards their supervisory board memberships (attached as signed copies, Exhibit 9.4.g) and court resolutions according to which following individuals have been appointed by court as new supervisory board members: Eugen Ermantraut, Xxxxxxxxx Xxxxx. (h) [deliberately left blank]; (i) The proxy of the Sellers Representative shall confirm to the Purchaser that no Material Adverse Effect has occurred which is done by signing of this Agreement. (j) The Sellers shall deliver to the Purchaser a confirmatory letter and waiver according to which Bioventures and the Seller 1 confirm that the Company is not liable for any claims under the Bioventures Agreement, and a final form of such confirmatory letter and waiver is attached hereto as Exhibit 9.4.j. (k) The Sellers shall endorse and the Sellers Representative shall hand over to the Purchaser the stock certificates listed in Exhibit 1.1.a; in relation to the Seller 4, the hand over can be substituted for the purposes of a closing action by the Sellers Representative delivering to the Purchaser the acknowledgment and offer letter signed by the Seller 4, and a signed copy of such confirmatory letter and waiver is attached hereto as Exhibit 9.4.k (l) [deliberately left blank] (m) execution by Sellers and The Purchaser of a share transfer agreement regarding shall pay the Sold Shares, substantially in the form as attached hereto as Exhibit 4.4(m) and transfer and delivery of Share Certificates by way of endorsement (Indossament) to Purchaser;First Purchase Price. (n) notification by Purchaser to the Company of the change of ownership in the Sold Shares, and entering of Purchaser in the Company’s share register; and[deliberately left blank] (o) confirmation by The supervisory board of the Parties Company shall, upon Sellers’ receipt of payment of the First Purchase Price, register the Purchaser as new stockholder in writing that the Closing Conditions have been fulfilled or waived, all actions relation to be taken on the Closing Date under this Section 4.4 have been taken or waived in accordance with this Agreement and that as a consequence thereof the Sold Shares have been transferred Stocks. (p) The Agent shall effect the payments referred to in the Transaction Fee Schedule. (q) The Sellers Representative and the proxy of the Purchaser (including the “Closing Confirmation”)Agent shall, upon Completion, execute for evidence purposes a closing memorandum confirming the occurrence of Completion and the payments provided for in the Transaction Fee Schedule.

Closing Actions. On the Closing Date, subject to the terms and conditions herein, the Parties shall perform and/or shall cause their Affiliates to perform the following actions have to be taken by actions: (i) the Parties, either jointly or separatelyBuyer transfers, and Parties shall procure that the Company provides Seller receives, the respective documents, as the case may be, which shall be taken simultaneously (Zug um Zug):Purchase Price in accordance with Section 2.3.1; (aii) delivery by Sellers the Parties executes the amendment to Purchaser the articles of bank statements showing association of the Cash Company, transferring the Quotas from the Seller to the Buyer, accepting the resignation of the current officers of the Company as appointed by Seller, approving the election of the new officers of the Company and approving the new wording of the Company’s articles of association (“Amendment to the AoA”); (iii) the Parties execute the Escrow Agreement; (iv) the Company, VDBN, Seller and Ferragens Negrão execute the transition services agreement (“Transition Services Agreement”); (v) the Company and Ferragens Negrão execute the supply agreement ("Supply Agreement”); (vi) the Seller delivers to the Buyer a copy of a quotaholder’s resolution of the Company, duly registered with the applicable commercial registry approving the management accounts, financial statements and the allocation of the results of the five (5) fiscal years prior to the Closing Date; (bvii) delivery by Sellers of copies of resignation letters from the following persons or of a shareholders’ resolution removing Seller delivers to the following persons from the supervisory board Buyer evidence of the Company, effective prior to or at Closing: (i) Dr. Nedim Cen as member transfer of the supervisory board of domain name <xx00.xxx.xx> to the Company; (iiviii) Xx. Xxxxxxx X. Feldt as member the Seller delivers to the Buyer evidence of the supervisory board revocation of the Companypowers of attorney listed in Exhibit 4.10, except for the powers of attorney listed in items 2, 3 and 7; (iiiix) Mr. Michael El-Hillow as member the Seller delivers to the Buyer the power of attorney granted by the supervisory board of Company to the Companyindividuals indicated by the Buyer; (ivx) Xx. Xxxxx Xxxxxxx as member of the supervisory board of Seller delivers to the CompanyBuyer the insurance policy related to Seller’s indemnification obligation; (vxi) the Seller delivers to the Buyer the Seller’s corporate approval approving the Transaction; (xii) the Seller delivers to the Buyer evidence of the dismissal and all severance payment foreseen by Xxx to the Company’s officer, Xx. Xxxxx Xxxxxx as member of the supervisory board of the CompanyXxxxxxx Xxxxxxx; and (vixiii) Mr. Xxxx Xxxxxxxx as member of the supervisory board of Sellers delivers to the Company; (c) delivery by Sellers of a copy of the shareholders’ resolution of the Company regarding the discharge from liability (Entlastung) of the persons in Section 4.4(b) for the fiscal year 2009 and the period from 1 January 2010 until the effectiveness of their resignation or, as the case may be removal as supervisory board members; (d) delivery by the Company of a confirmation by fax from Buyer the Company’s bank that extracts of one or more bank accounts in the debt referred to in Section 3.2(b) has been settled by Seller 3; (e) payment by Purchaser name of the Purchase Price to the Sellers in cash; (f) payment of the Purchaser’s Cash Contribution less Company, indicating an amount equal to the amount of the Bank Debt that remains outstanding upon Closing, but in any case payment of aggregate balance not less than the portion of Purchaser’s Cash Contribution as described in Section 4.2(a)(iii) one million Brazilian Reais (sub-sentence (iii)) to the Company’s Bank Account; (g) [****] (the “Sellers’ Cash Contribution”)]; (h) payment by the Company in full of the Seller 3 Royalty Claims to the Seller 3 Bank Account; (i) delivery by the Company to Sellers and Purchaser of a confirmation by fax from the Company’s bank evidencing that the payment set forth in Section 4.4(f) has been credited to the Company’s Bank Account; (j) delivery by the Company to Sellers and Purchaser of a confirmation by fax from the Company’s bank evidencing that the Sellers’ Cash Contribution has been credited to the Company’s Bank Account; (k) delivery by Seller 3 of a fax confirmation from its bank that a payment in the amount of the Seller 3 Royalty Claims has been credited to the Seller 3 Bank Account; (l) at the request of Purchaser, either (i) execution by Sellers of an unconditional and irrevocable waiver of all their claims, including payment claims regarding the loan amount and any accrued interest, under the Shareholder Loans and any other claims of Sellers against the Company, but only if and to the extent as specified in Exhibit 4.4(l) (together the “Sellers’ Claims”), or (ii) sale, assignment and transfer of the Sellers’ Claims by Sellers to an Affiliate of Purchaser for a purchase price of [****]; (m) execution by Sellers and Purchaser of a share transfer agreement regarding the Sold Shares, substantially in the form as attached hereto as Exhibit 4.4(m) and transfer and delivery of Share Certificates by way of endorsement (Indossament) to Purchaser; (n) notification by Purchaser to the Company of the change of ownership in the Sold Shares, and entering of Purchaser in the Company’s share register; and (o) confirmation by the Parties in writing that the Closing Conditions have been fulfilled or waived, all actions to be taken on the Closing Date under this Section 4.4 have been taken or waived in accordance with this Agreement and that as a consequence thereof the Sold Shares have been transferred to Purchaser (the “Closing Confirmation”R$ 1,000,000.00).

Closing Actions. On the Targeted Closing Date, the following actions have to be taken by Sellers and the Parties, either jointly or separately, and Parties shall procure that the Company provides the respective documents, Purchaser (as the case may be) shall take, which shall or cause to be taken simultaneously taken, the following actions and in the following order (Zug um Zugcollectively the “Closing Actions” and each a “Closing Action”): (a) delivery by The Sellers shall deliver to the Purchaser originals of bank statements showing the Cash executed new employment agreements between the Company and the employees of the Company as identified on Exhibit 6.2.1 (a) 1 (the “Key Employees”) in the form of the Closing Date; final drafts attached hereto as Exhibit 6.2.1(a)-2 (b) delivery by Sellers the “Key Employee Agreements”). For the avoidance of copies of resignation letters from doubt, the new managing director’s service agreement with Seller 2 shall only be executed and delivered to the Purchaser following persons or of a shareholders’ resolution removing the following persons from the supervisory board of the Company, effective prior to or at Closing: (i) Dr. Nedim Cen as member of the supervisory board of the Company; (ii) Xx. Xxxxxxx X. Feldt as member of the supervisory board of the Company; (iii) Mr. Michael El-Hillow as member of the supervisory board of the Company; (iv) Xx. Xxxxx Xxxxxxx as member of the supervisory board of the Company; (v) Xx. Xxxxx Xxxxxx as member of the supervisory board of the Company; and (vi) Mr. Xxxx Xxxxxxxx as member of the supervisory board of the Company; (c) delivery by Sellers of a copy execution of the shareholders’ resolution mentioned in Section 6.2.1(n). (b) The Sellers shall deliver to the Purchaser executed original versions of confirmations of each Seller, stating that (i) any and all receivables and claims of any Seller against the Company, regardless of the Company regarding the discharge from liability legal cause, (Entlastung) of the persons in Section 4.4(b) for the fiscal year 2009 such receivables and the period from 1 January 2010 until the effectiveness of their resignation or, as the case may be removal as supervisory board members; (d) delivery by the Company of a confirmation by fax from the Company’s bank that the debt referred to in Section 3.2(b) has been settled by Seller 3; (e) payment by Purchaser of the Purchase Price to the Sellers in cash; (f) payment of the Purchaser’s Cash Contribution less an amount equal to the amount of the Bank Debt that remains outstanding upon Closing, but in any case payment of not less than the portion of Purchaser’s Cash Contribution as described in Section 4.2(a)(iii) (sub-sentence (iii)) to the Company’s Bank Account; (g) [****] (claims together the “Sellers’ Cash ContributionShareholder Receivables”)]; (h) payment have been satisfied by the Company in full and that (ii) they waive any further claims they may have against the Company whatsoever, except for potential claims incurred post-Closing under the Related Party Agreements to which they are a party; each as set forth on Exhibit 6.2.1(b). (c) The Sellers shall deliver to the Purchaser the executed original of the Seller 3 Royalty Claims confirmation by IBA GmbH (“IBA”) a final draft of which is attached hereto as Exhibit 6.2.1(c), stating that (i) IBA has received all outstanding amounts under the loan granted to the Seller 3 Bank Account;Company under the loan agreement dated 1 January 2011 (the “IBA Loan”), (ii) any collateral securing the IBA Loan (if any) has been released and that (iii) IBA does not hold any further claims against the Company whatsoever, except for claims resulting from the Related Party Agreements to which IBA is a party. (d) The Sellers shall deliver to the Purchaser executed original versions of the Amendment, Assumption and Release Agreements. (e) The Sellers shall deliver to the Purchaser the complete and executed original versions of (i) an accredited investor questionnaire and (ii) an underwriter lockup agreement, (i) and (ii) each in the form of the final drafts attached hereto as Exhibit 6.2.1(e) ((i) and (ii) together the “Investor Documentation”). (f) The Sellers shall deliver to the Purchaser, for each Phantom Stockholder, the complete and executed original versions of (i) an investment representation agreement and (ii) an underwriter lockup agreement, (i) and (ii) each in the form of the respective final draft attached hereto as Exhibit 6.2.1(f) ((i) and (ii) together the “Phantom Stockholder Documentation”). (g) The Sellers shall deliver to the Purchaser the executed original of the confirmation a copy of which is attached hereto as Exhibit 6.2.1(g), stating that that the loans granted to Epomedics GmbH under loan agreements dated 10 March 2014 and 1 July 2014 have been repaid to the Company in full (including any interest accrued thereon). (h) The Sellers shall deliver to the Purchaser the complete and executed original versions of the termination agreements and the termination letter, copies of which are attached hereto as Exhibit 6.2.1(h)-1 (the “Termination Agreements”), reflecting the termination of the employment relationship between the Company and the employees listed on Exhibit 6.2.1(h)-2. (i) delivery by the Company to Sellers and Purchaser of a confirmation by fax from the Company’s bank evidencing that the payment set forth in Section 4.4(f) has been credited to the Company’s Bank Account;[Intentionally left blank] (j) delivery by The Sellers shall deliver to the Purchaser the complete and executed original version of the amendment agreements regarding the existing [***] between the Company to Sellers and Purchaser IBA in the form of a confirmation by fax from the Company’s bank evidencing that the Sellers’ Cash Contribution has been credited to the Company’s Bank Account;final drafts attached hereto as Exhibit 6.2.1(j). (k) delivery by Seller 3 The Sellers shall deliver to the Purchaser the complete and executed original version of a fax confirmation from its bank that a payment the amendment agreement regarding the existing [***] in the amount form of the Seller 3 Royalty Claims has been credited to the Seller 3 Bank Account;final draft attached hereto as Exhibit 6.2.1(k). (l) at the request of Purchaser, either (i) execution by The Sellers of an unconditional and irrevocable waiver of all their claims, including payment claims regarding the loan amount and any accrued interest, under the Shareholder Loans and any other claims of Sellers against the Company, but only if and shall deliver to the extent as specified in Exhibit 4.4(l) (together Purchaser the “Sellers’ Claims”), or (ii) sale, assignment and transfer executed original of the Sellers’ Claims by Sellers to an Affiliate of Purchaser for a purchase price confirmation of [***] in the form of the final draft attached hereto as Exhibit 6.2.1(l), stating that [*];**] does not hold any claims against the Company whatsoever, except for claims resulting from the new agreement to be entered into in accordance with Section 6.2.1(k). (m) execution by The Sellers shall deliver to the Purchaser the complete and Purchaser executed original version of a share transfer the supply agreement regarding the Sold Shares, substantially in the form as of the final draft attached hereto as Exhibit 4.4(m) 6.2.1(m). [***] Certain information in this document has been omitted and transfer filed separately with the Securities and delivery of Share Certificates by way of endorsement (Indossament) Exchange Commission. Confidential treatment has been requested with respect to Purchaser;the omitted portions. (n) notification by The Sellers and the Purchaser shall pass a shareholders’ resolution, a final draft of which is attached hereto as Exhibit 6.2.1(n), according to which all members of the management board and the advisory board of the Company (with the exception of Seller 2 who will remain to be managing director of the change Company following Closing) will be removed with immediate effect and Xx. Xxxx Xxxxxx will be appointed as an additional managing director of ownership the Company. The Sellers and the Purchaser shall execute the new managing director’s service agreement between the Company with Seller 2 in the Sold Shares, form of the final draft attached hereto as part of Exhibit 6.2.1(a) and entering of Purchaser in the Company’s share register; andan executed version shall be delivered to Purchaser. (o) confirmation by The Sellers shall deliver to the Parties Purchaser the complete and executed original version of the option agreement relating to [***] in writing that the form of the final draft attached hereto as Exhibit 6.2.1(o). (p) Seller 2 shall hand over the original of the termination letter, a draft of which is attached hereto as Exhibit 6.2.1(p), to the Notary with the instruction to courier such letter to the addressee named therein upon the Notary’s receipt of the executed Closing Conditions have been fulfilled or waived, all actions Confirmation. (q) The Purchaser shall pay the Sellers’ Cash Purchase Price Portion to be taken on the Closing Date under this Section 4.4 have been taken or waived Sellers’ Account in accordance with this Agreement Sections 4.3.5(a) and that as a consequence thereof 5.1. (r) The Purchaser shall issue to each Seller and each Phantom Stockholder, and reflected in book-entry form for the Sold Shares have been transferred to Purchaser (account of each Seller and each Phantom Stockholder in the “Closing Confirmation”)records of Purchaser’s stock transfer agent, the shares of Purchaser’s Common Stock provided in accordance with Sections 4.1.1(a) and 4.3.2 through 4.3.3.

Closing Actions. 8.2.1 On the Agreed Closing Date, the following actions have to be taken by Sellers and the Parties, either jointly or separately, and Parties Purchaser shall procure that the Company provides the respective documents, as the case may be, which shall be taken simultaneously (Zug um Zug):) take the following actions ("Closing Actions") in the sequence as set out below: (a) delivery by Sellers to The Sellers' Representative provides the Purchaser of bank statements showing the Cash with copies of the Company as consent of the Closing Date;Company's management board members and the chairman of the supervisory board to the Transaction and to the sales and transfers of the Sold Stocks hereunder pursuant to Section 4 of the Articles of Association. (b) delivery by Sellers of copies of resignation letters from The Purchaser pays the following persons or of a shareholders’ resolution removing Escrow Amount to the following persons from Escrow Account in accordance with Section 19, provided that, however, the supervisory board Purchaser may elect to pay the Escrow Amount prior to the Agreed Closing Date and that such payment shall be deemed fulfilment of the Company, effective prior to or at Closing: (i) Dr. Nedim Cen as member of the supervisory board of the Company; (ii) Xx. Xxxxxxx X. Feldt as member of the supervisory board of the Company; (iii) Mr. Michael El-Hillow as member of the supervisory board of the Company; (iv) Xx. Xxxxx Xxxxxxx as member of the supervisory board of the Company; (v) Xx. Xxxxx Xxxxxx as member of the supervisory board of the Company; and (vi) Mr. Xxxx Xxxxxxxx as member of the supervisory board of the Company;Closing Action set forth in this Section 8.2.1(b). (c) delivery by Sellers of a copy The Escrow Agent confirms the receipt of the shareholders’ resolution of Escrow Amount on the Company regarding Escrow Account vis-à-vis the discharge from liability (Entlastung) of the persons in Section 4.4(b) for the fiscal year 2009 Purchaser and the period from 1 January 2010 until the effectiveness of their resignation or, as the case may be removal as supervisory board members;Sellers. (d) delivery by the Company of a confirmation by fax from the Company’s bank that the debt referred to in Section 3.2(b) has been settled by Seller 3; (e) payment by The Purchaser of the Purchase Price hands over to the Sellers in cash; (f) payment of the Purchaser’s Cash Contribution less an amount equal to the amount of the Bank Debt that remains outstanding upon Closing, but in any case payment of not less than the portion of Purchaser’s Cash Contribution as described in Section 4.2(a)(iii) (sub-sentence (iii)) to the Company’s Bank Account; (g) [****] (the “Sellers’ Cash Contribution”)]; (h) payment by the Company in full of the Seller 3 Royalty Claims to the Seller 3 Bank Account; (i) delivery by the Company to Sellers and Purchaser of Escrow Agent a confirmation by fax from the Company’s bank evidencing that the payment set forth in Section 4.4(f) has been credited to the Company’s Bank Account; (j) delivery by the Company to Sellers and Purchaser of a confirmation by fax from the Company’s bank evidencing that the Sellers’ Cash Contribution has been credited to the Company’s Bank Account; (k) delivery by Seller 3 of a fax confirmation from its bank that a payment in the amount of the Seller 3 Royalty Claims has been credited to the Seller 3 Bank Account; (l) at the request of Purchaser, either (i) execution by Sellers of an unconditional and irrevocable waiver of all their claims, including payment claims regarding the loan amount and any accrued interest, under the Shareholder Loans and any other claims of Sellers against the Company, but only if and to the extent as specified in Exhibit 4.4(l) (together the “Sellers’ Claims”), or (ii) sale, assignment and transfer of the Sellers’ Claims by Sellers to an Affiliate of Purchaser for a purchase price of [****]; (m) execution by Sellers and Purchaser of a share transfer agreement regarding the Sold Shares, substantially written instruction in the form as attached hereto as Exhibit 4.4(m) and transfer and delivery of Share Certificates by way of endorsement (Indossament8.2.1(d) to Purchaser; (n) notification by Purchaser to release the Company of the change of ownership in the Sold Shares, and entering of Purchaser in the Company’s share register; and (o) confirmation by the Parties in writing that Escrow Amount including the Closing Conditions have been fulfilled or waived, all actions to be taken on the Closing Date under this Section 4.4 have been taken or waived Tranche Purchase Price in accordance with this the Escrow Agreement ("Initial Release Notice"). (e) The Purchaser and that the Sellers' Representative instruct the Company's management board members to enter the Purchaser as a consequence thereof new owner of the Sold Shares have been transferred to Stocks in the Shareholder Register. (f) The supervisory board of the Company adopts a resolution as attached hereto as Exhibit 8.2.1(f) regarding the appointment of another management board member. 8.2.2 The Purchaser (may waive the “performance of the Closing Confirmation”Actions set forth in Sections 8.2.1(a)., 8.2.1(e) and 8.2.1

Closing Actions. On the Closing Date, the Parties undertake to take the following actions have to be taken by the Partiesactions, either jointly or separately, and Parties shall procure that the Company provides the respective documentsindividually, as the case may be, which shall be taken simultaneously step by step (Zug um Zug): (a) delivery by Sellers to Seller and receipt of the Purchaser of bank statements showing the Cash originals of the Company as resignation letters or the revocations of the Closing Dateappointment, effective prior to or at Closing, of (i) Mr. Michael Dxxxx Xxxxxx Jxx as managing director (Geschäftsführer) of Target and as director of US Subsidiary; (ii) Mr. Mxxxxxx Xxxx as proxy holder of Target and as director of US Subsidiary; (iii) Mx. Xxx Xxxxxx as treasurer of US Subsidiary; and (iv) Mxx. Xxxx Xxxx, Mx. Xxxxxx Xxxxxx, Mx. Xxxxxx Xxxx and Mx. Xxxxxx Stirmlinger, each as proxy holder of Target; (b) delivery by Sellers Seller and receipt of the Purchaser of copies of resignation letters from the following persons or of a shareholders’ resolution removing agreements mentioned in Sections 3.2, 3.3(a), 3.3(e) and 3.4, providing inter alia for the following persons from the supervisory board of the Company, effective prior to or at Closing: fact that (i) Dr. Nedim Cen the ES Profit Transfer Agreement has been terminated with effect as member of the supervisory board end of the Company; Effective Date, (ii) Xx. Xxxxxxx X. Feldt as member of the supervisory board of ES Profit Transfer Receivable has been converted into the Company; ES Loan Receivable and (iii) Mr. Michael El-Hillow as member of the supervisory board of the Company; (iv) Xx. Xxxxx Xxxxxxx as member of the supervisory board of the Company; (v) Xx. Xxxxx Xxxxxx as member of the supervisory board of the Company; and (vi) Mr. Xxxx Xxxxxxxx as member of the supervisory board of the CompanyEPP Transfer has been effected; (c) delivery by Sellers Seller and receipt of Purchaser of the original of a copy document, substantially in the form of the shareholders’ resolution draft attached as Schedule 5.4(c), notarized if needed, that, fully and irrevocably provides, (i) the Companies have been released, or will be released only subject to payment of the Company regarding amount specified in Section 5.4(h) below in accordance with this Agreement, from all outstanding liabilities, including letters of credit, collateral, other encumbrances and guarantees, in relation to the discharge obligations under the facilities agreements dated 28 September 2006 as amended and supplemented from liability time to time between IKB Deutsche Industriebank AG as facility agent and other financing parties and certain members of Seller’s Group and Target as borrowers and guarantors (Entlastungthe “Seller’s Group Financing”), (ii) the share pledge over the Sold Share and all other collaterals over assets of the persons Companies (including land charges), in both cases in connection with Seller’s Group Financing, have been released or will be released only subject to payment of the amount specified in Section 4.4(b5.4(h) for below in accordance with this Agreement, and (iii) all respective lending parties pursuant to Seller’s Group Financing have approved the fiscal year 2009 transactions contemplated by this Agreement fully, irrevocably and unconditionally or only subject to payment of the period from 1 January 2010 until the effectiveness of their resignation or, as the case may be removal as supervisory board membersamount specified in Section 5.4(h) below in accordance with this Agreement; (d) delivery by Seller and receipt of the Company Purchaser of a confirmation by fax from an accurate copy of an agreement substantially in the Company’s bank that form of the debt draft attached as Schedule 5.4(d), that, except for the Transitional Service Agreement as referred to under paragraph (f) below, any service and supply and other agreements with members of Seller’s Group and the cash pool employed between the members of Seller’s Group and Target, all of which are specifically listed in Section 3.2(b) has Schedule 5.4(d), have been settled by Seller 3cancelled as of the Closing Date at the latest; (e) payment execution of an agreement by Purchaser the Parties with respect to the sale, transfer or assumption of the Purchase Price to Inter-Group Debt substantially in the Sellers in cashform as attached hereto as Schedule 4.2(b); (f) payment execution of the Purchaser’s Cash Contribution less an amount equal to the amount of the Bank Debt that remains outstanding upon ClosingTransitional Service Agreement among Seller, but in any case payment of not less than the portion of Purchaser’s Cash Contribution as described in Section 4.2(a)(iii) (sub-sentence (iii)) to the Company’s Bank AccountEPP GmbH and Target; (g) [****] (the “Sellers’ Cash Contribution”)]; (h) payment by the Company in full of the Seller 3 Royalty Claims to the Seller 3 Bank Account; (i) delivery by the Company to Sellers and Purchaser of a confirmation by fax from the Company’s bank evidencing that the payment set forth in Section 4.4(f) has been credited to the Company’s Bank Account; (j) delivery by the Company to Sellers and Purchaser of a confirmation by fax from the Company’s bank evidencing that the Sellers’ Cash Contribution has been credited to the Company’s Bank Account; (k) delivery execution by Seller 3 of a fax confirmation from its bank that a payment in the amount of the Seller 3 Royalty Claims has been credited to the Seller 3 Bank Account; (l) at the request of Purchaser, either (i) execution by Sellers of an unconditional and irrevocable waiver of all their claims, including payment claims regarding the loan amount and any accrued interest, under the Shareholder Loans and any other claims of Sellers against the Company, but only if and to the extent as specified in Exhibit 4.4(l) (together the “Sellers’ Claims”), or (ii) sale, assignment and transfer of the Sellers’ Claims by Sellers to an Affiliate of Purchaser for a purchase price of [****]; (m) execution by Sellers and Purchaser of a share transfer agreement regarding the Sold SharesShare, substantially in the form as attached hereto as Exhibit 4.4(m) and transfer and delivery of Share Certificates by way of endorsement (Indossament) to Purchaser; (n) notification by Purchaser to the Company of the change of ownership in the Sold Shares, and entering of Purchaser in the Company’s share registerSchedule 5.4(g); and (oh) confirmation payment by the Parties in writing that the Closing Conditions have been fulfilled or waived, all actions to be taken on the Closing Date under this Section 4.4 have been taken or waived Purchaser in accordance with Section 4.3(c) of an amount equal to the Estimated Purchase Price (i) plus an amount equal to the Estimated ES Loan Receivable Purchase Price; (ii) plus an amount equal to any positive Estimated Inter-Group Net-Debt Amount or minus an amount equal to any negative Estimated Inter-Group Net-Debt Amount. To the extent permitted by applicable law, each Party may waive any of the closing actions in this Agreement Section 5.4 by providing written notice thereof to the other Parties if and that as a consequence thereof to the Sold Shares have been transferred extent such Party is not responsible for such closing action pursuant to Purchaser (the “Closing Confirmation”)this Section 5.4.

Closing Actions. On the Scheduled Closing Date, the Sellers and the Purchaser shall take, or cause to be taken, concurrently (Zug um Zug) the following actions (collectively the “Closing Actions” and each a “Closing Action”) in the following order: (a) The Sellers provide evidence reasonably satisfactory to the Purchaser that Sellers 3 and 13 have executed addenda to their respective existing Related Party Employment Agreements with effect as of the Closing Date and the approval of the Company’s supervisory board after Closing substantially in the form attached hereto as Schedule 7.2.1(a); such evidence shall be provided by delivery of duly executed true and complete original copies of the respective addenda to the existing Related Party Employment Agreements; EXECUTION VERSION SHARE PURCHASE AND TRANSFER AGREEMENT - 360KOMPANY AG PAGE 41 OF 93 (b) The Sellers provide evidence reasonably satisfactory to the Purchaser of the resignation, effective as of the lapse of the Closing Date, the following actions have to be taken by the Parties, either jointly or separately, and Parties shall procure that the Company provides the respective documents, as the case may be, which shall be taken simultaneously (Zug um Zug): (a) delivery by Sellers to Purchaser of bank statements showing the Cash of the Company as of the Closing Date; (b) delivery by Sellers of copies of resignation letters from the following persons or of a shareholders’ resolution removing the following persons from the supervisory board of the Company, effective prior to or at Closing: (i) Dr. Nedim Cen as member all members of the supervisory board of the Company; (ii) Xx. Xxxxxxx X. Feldt as member Group Companies; such evidence shall be provided by delivery of duly executed original copies of resignation letters substantially in the supervisory board of the Company; (iii) Mr. Michael El-Hillow as member of the supervisory board of the Company; (iv) Xx. Xxxxx Xxxxxxx as member of the supervisory board of the Company; (v) Xx. Xxxxx Xxxxxx as member of the supervisory board of the Company; and (vi) Mr. Xxxx Xxxxxxxx as member of the supervisory board of the Companyform attached hereto in Schedule 7.2.1(b); (c) delivery by Sellers of a copy of The Company provides to the shareholders’ resolution of Purchaser agreements concluded between the Company regarding on the discharge from liability (Entlastung) of the persons in Section 4.4(b) for the fiscal year 2009 one hand and the period from 1 January 2010 until respective EDPP Beneficiaries on the effectiveness other hand pursuant to which each EDPP Beneficiary subject only to receipt of their resignation oran amount specified therein (net of any Taxes payable by the Company) will waive any and all rights and claims, as they may have under EDPP against the case may be removal as supervisory board membersCompany or confirm not to have any other claims (such agreements collectively, the “EDPP Waiver and Settlement Agreements”); (d) delivery by The Sellers deliver to the Company Purchaser the original of a confirmation by fax from duly executed power of attorney (Vollmacht) to adopt in the name and on behalf of the Sellers any shareholders’ resolutions of the Company’s bank that , substantially in the debt referred to in Section 3.2(b) has been settled by Seller 3form of the draft attached as Schedule 7.2.1(d); (e) payment by The Sellers and the Purchaser provide evidence of the Purchase Price to the Sellers in casha fully executed Escrow Agreement; (f) payment If and to the extent the Sold Shares are represented by share certificates issued by the Company, the respective Seller shall duly endorse to the benefit of the Purchaser’s Cash Contribution less an amount equal to the amount of the Bank Debt that remains outstanding upon Closing, but in any case payment of not less than the portion of Purchaser’s Cash Contribution as described in Section 4.2(a)(iii) and transfer (sub-sentence (iii)i.e. physically hand over) to the Company’s Bank Account;Purchaser, such share certificates. (g) [****] The Preliminary Cash Consideration is discharged by (or on behalf of) the “Purchaser in cash by wire transfer in immediately available funds by (i) payment of the Escrow Amount into the Escrow Account; and (ii) payment of the Sellers’ Cash Contribution”)];Amount into the Sellers’ Account. (h) payment by The Stock Consideration is discharged in accordance with the Company in full provisions of the Seller 3 Royalty Claims to the Seller 3 Bank Account;Section 4.3.3. (i) delivery by The Sellers shall hold a shareholders’ meeting of the Company resolving upon (i) the granting of discharge (Entlastung) to Sellers the resigning members of the supervisory board and to the members of the management board for the time up to the Scheduled Closing Date (ii) the appointment of new members to the supervisory board of Company as notified by Purchaser to Sellers’ Representative in due course prior to Closing. (j) Following the performance of a confirmation by fax from the Company’s bank evidencing Closing Action pursuant to Section 7.2.1(h) and receipt of such funds on the relevant accounts, (i) the Sellers’ Representatives shall confirm in writing to the Purchaser that the payment Preliminary Cash Consideration has been duly discharged and (ii) the Sellers’ Representatives shall confirm in writing to the Purchaser that the assignment and transfer “in rem” of the Sold Shares to the Purchaser has become effective (including through satisfaction or waiver of the conditions precedent set forth in Section 4.4(f3.1.3), (iii) has been credited to the Company’s Bank Account; Purchaser shall be registered in the share register (jAktienbuch) delivery by of the Company to Sellers as the holder of the Sold Shares; and Purchaser of a confirmation by fax from the Company’s bank evidencing that (iv) the Sellers’ Cash Contribution has been credited to Representatives shall promptly notify the Company’s Bank Account; (k) delivery by Seller 3 management board of a fax confirmation from its bank that a payment in the amount of the Seller 3 Royalty Claims has been credited to the Seller 3 Bank Account; (l) at the request of Purchaser, either (i) execution by Sellers of an unconditional and irrevocable waiver of all their claims, including payment claims regarding the loan amount and any accrued interest, under the Shareholder Loans and any other claims of Sellers against the Company, but only if and to the extent as specified in Exhibit 4.4(l) (together the “Sellers’ Claims”), or (ii) sale, assignment and transfer of the Sellers’ Claims by Sellers to an Affiliate of Purchaser for a purchase price of [****]; (m) execution by Sellers and Purchaser of a share transfer agreement regarding the Sold Shares, substantially in the form as attached hereto as Exhibit 4.4(m) and transfer and delivery of Share Certificates by way of endorsement (Indossament) to Purchaser; (n) notification by Purchaser to the Company of the change fact that the Purchaser has become the sole shareholder of ownership in the Sold Shares, and entering of Purchaser in the Company’s share register; and . EXECUTION VERSION SHARE PURCHASE AND TRANSFER AGREEMENT - 360KOMPANY AG PAGE 42 OF 93 For the avoidance of doubt, (oi) confirmation by the Parties in writing Sellers shall be responsible for and shall (and shall apply reasonable efforts that the relevant Group Company and, where applicable, the Sellers’ Related Parties do) enter into the agreements and make the declarations which are required to be made for purposes of the satisfaction of the Closing Conditions have been fulfilled or waivedActions set forth in Sections 7.2.1(a) through 7.2.1(f) and Section 7.2.1(i) and (ii) the Purchaser and Moody’s shall jointly be responsible for and shall (and shall apply reasonable efforts that, where applicable, their respective Related Parties do) take all actions to be taken on required for purposes of the satisfaction of the Closing Date under this Section 4.4 have been taken or waived Actions set forth in accordance with this Agreement Sections 7.2.1(g) and that as a consequence thereof the Sold Shares have been transferred to Purchaser (the “Closing Confirmation”7.2.1(h).

Closing Actions. On At the Closing DateClosing, in each case, on the following terms and subject to the conditions of this Agreement, Buyer and Seller shall complete the actions have to be taken by the Parties, either jointly or separately, described in Section 2.02(a) and Parties shall procure that the Company provides the respective documentsSection 2.02(b), as the case may be, which shall be taken simultaneously (Zug um Zug):applicable. (a) delivery by Sellers to Purchaser of bank statements showing the Cash of the Company as of the Closing Date; (b) delivery by Sellers of copies of resignation letters from the following persons or of a shareholders’ resolution removing the following persons from the supervisory board of the Company, effective prior to or at ClosingBuyer shall: (i) Dr. Nedim Cen as member pay or cause to be paid the Closing Payment to Seller by wire transfer of immediately available funds to the supervisory board of the Companyaccount(s) designated in writing by Seller prior to Closing; (ii) Xx. Xxxxxxx X. Feldt deliver a Transition Services Agreement in the form attached hereto as member of Exhibit C (the supervisory board of the Company“Transition Services Agreement”), duly executed by Xxxxx; (iii) Mr. Michael El-Hillow deliver a Supply Agreement in the form attached hereto as member of Exhibit D (the supervisory board of the Company“Supply Agreement”), duly executed by Xxxxx; (iv) Xx. Xxxxx Xxxxxxx as member deliver an assignment and assumption agreement in the form of Exhibit E attached hereto (the “Assignment and Assumption Agreement”), duly executed by Xxxxx; and (v) deliver a trademark assignment agreement in the form of Exhibit F attached hereto (the “Trademark Assignment Agreement”), duly executed by Xxxxx. (b) Seller shall deliver, or cause to be delivered to Buyer: (i) a certificate of the supervisory Secretary (or other authorized designee) of Seller (i) certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors of Seller authorizing the Companyexecution, delivery and performance of this Agreement and the other Ancillary Agreements and the consummation of the Contemplated Transactions, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby and (ii) certifying the names and signatures of the officers of Seller authorized to sign this Agreement and the Ancillary Agreements; (ii) deliver a Bill of Sale in the form attached hereto as Exhibit G, (the “Bill of Sale”), duly executed by Xxxxxx; (iii) deliver the Assignment and Assumption Agreement duly executed by Seller; (iv) deliver the Trademark Assignment Agreement duly executed by Xxxxxx; (v) Xx. Xxxxx Xxxxxx as member of deliver the supervisory board of Transition Services Agreement duly executed by Seller; (vi) deliver the CompanySupply Agreement duly executed by Seller; (vii) deliver evidence that PNC National Bank has released its Lien on the Acquired Assets; and (viviii) Mr. Xxxx Xxxxxxxx as member deliver a duly executed IRS Form W-9 of the supervisory board of the Company; (c) delivery by Sellers of a copy of the shareholders’ resolution of the Company regarding the discharge from liability (Entlastung) of the persons in Section 4.4(b) for the fiscal year 2009 and the period from 1 January 2010 until the effectiveness of their resignation or, as the case may be removal as supervisory board members; (d) delivery by the Company of a confirmation by fax from the Company’s bank that the debt referred to in Section 3.2(b) has been settled by Seller 3; (e) payment by Purchaser of the Purchase Price to the Sellers in cash; (f) payment of the Purchaser’s Cash Contribution less an amount equal to the amount of the Bank Debt that remains outstanding upon Closing, but in any case payment of not less than the portion of Purchaser’s Cash Contribution as described in Section 4.2(a)(iii) (sub-sentence (iii)) to the Company’s Bank Account; (g) [****] (the “Sellers’ Cash Contribution”)]; (h) payment by the Company in full of the Seller 3 Royalty Claims to the Seller 3 Bank Account; (i) delivery by the Company to Sellers and Purchaser of a confirmation by fax from the Company’s bank evidencing that the payment set forth in Section 4.4(f) has been credited to the Company’s Bank Account; (j) delivery by the Company to Sellers and Purchaser of a confirmation by fax from the Company’s bank evidencing that the Sellers’ Cash Contribution has been credited to the Company’s Bank Account; (k) delivery by Seller 3 of a fax confirmation from its bank that a payment in the amount of the Seller 3 Royalty Claims has been credited to the Seller 3 Bank Account; (l) at the request of Purchaser, either (i) execution by Sellers of an unconditional and irrevocable waiver of all their claims, including payment claims regarding the loan amount and any accrued interest, under the Shareholder Loans and any other claims of Sellers against the Company, but only if and to the extent as specified in Exhibit 4.4(l) (together the “Sellers’ Claims”), or (ii) sale, assignment and transfer of the Sellers’ Claims by Sellers to an Affiliate of Purchaser for a purchase price of [****]; (m) execution by Sellers and Purchaser of a share transfer agreement regarding the Sold Shares, substantially in the form as attached hereto as Exhibit 4.4(m) and transfer and delivery of Share Certificates by way of endorsement (Indossament) to Purchaser; (n) notification by Purchaser to the Company of the change of ownership in the Sold Shares, and entering of Purchaser in the Company’s share register; and (o) confirmation by the Parties in writing that the Closing Conditions have been fulfilled or waived, all actions to be taken on the Closing Date under this Section 4.4 have been taken or waived in accordance with this Agreement and that as a consequence thereof the Sold Shares have been transferred to Purchaser (the “Closing Confirmation”)Seller.

Closing Actions. 5.2.1 On the Closing Date, the Sellers shall do all of the following actions have (the "Sellers' Closing Actions"): 5.2.1.1 The Sellers shall deliver to be taken the Purchaser the register of Shares; 5.2.1.2 Each Seller or a duly authorized attorney-in-fact of each Seller shall record the transfer of the Shares owned by such Seller to the Parties, either jointly or separatelyPurchaser in the Company's share register, and Parties shall procure sign the Company's share register to that the Company provides the respective documents, as the case may be, which shall be taken simultaneously (Zug um Zug): (a) delivery by Sellers to Purchaser of bank statements showing the Cash of the Company as of the Closing Dateeffect; (b) delivery by 5.2.1.3 The Sellers of copies of resignation letters from will deliver to the following persons or of a shareholders’ resolution removing the following persons from the supervisory board of the Company, effective prior to or at ClosingPurchaser: (i) Dr. Nedim Cen as member a payment receipt for the First Installment of the supervisory board Fixed Portion of the CompanyProvisional Purchase Price; (ii) Xx. Xxxxxxx X. Feldt as member all original books of the supervisory board account, original contracts, correspondence, archives, files, statements of account and, in general, all documents relating to the Company; (iii) Mr. Michael El-Hillow as member all bank and credit cards issued in the name of the supervisory board of Company held by the CompanySellers, as well as bank identifiers; (iv) Xx. evidence satisfactory to the Purchaser that the sale of the Shares to the Purchaser has been approved by the respective spouses of Xxxxxxx Xxxxxxx (i.e. Xxxxxxxxx Xxxxxxxx), Xxxx xx Xxxx (i.e. Xxxxx Xxxxxxxxxxx) and Xxxxxx Xxxxxxx (i.e. Xxxxxxxx Muls) substantially in the form of the draft document attached as Schedule 8; 5.2.1.4 The Sellers will deliver to the Purchaser: (i) Proof confirming that all Payroll Amounts were paid by the Company on both the Provisional Date and on Closing Date. (ii) Proof confirming that all Major Vendor Accounts Payable were paid by the Company on both the Provisional Date and on Closing Date. (iii) Copy of bank statements as per Closing Date, showing that (i) the difference between the Provisional Cash and the Closing Cash is less than 50,000 EUR and (ii) that the Closing Structured Debt does not exceed the Provisional Structured Debt with 50,000 EUR or more. 5.2.1.5 Xxxxx Xxxxxxx shall resign as member of the supervisory board of the Company; (v) Xx. Xxxxx Xxxxxx as member of the supervisory board of the Company; and (vi) Mr. Xxxx Xxxxxxxx as member of the supervisory board of the Company; (c) delivery by Sellers of a copy of the shareholders’ resolution director of the Company regarding and shall deliver a signed resignation letter, in accordance with the discharge from liability (Entlastung) template attached in Schedule 9; 5.2.1.6 Xxxxx Xxxxxxx shall enter into a transfer of IP rights agreement substantially in the form of the persons in Section 4.4(b) for the fiscal year 2009 and the period from 1 January 2010 until the effectiveness of their resignation or, draft attached as the case may be removal as supervisory board members;Schedule 4. (d) delivery by the Company of 5.2.1.7 Xxxx Xx Xxxx shall enter into a confirmation by fax from management agreement with the Company’s bank that , substantially in the debt referred to in Section 3.2(b) has been settled by Seller 3; (e) payment by Purchaser form of the draft attached as Schedule 5 and shall transfer all IP rights held by him to the Company. 5.2.2 On the Closing Date, the Purchaser shall do all of the following (the "Purchaser's Closing Actions"): 5.2.2.1 The Purchaser shall pay the First Installment of the Fixed Portion of the Provisional Purchase Price to the Sellers in cashaccordance with Clause 3.3.1; (f) payment 5.2.2.2 The Purchaser shall cause a special general meeting of the Company to be held to (i) acknowledge the resignation of Xxxxx Xxxxxxx as director of the Company and grant provisional discharge (ii) to appoint new directors as designated by the Purchaser’s Cash Contribution less an amount equal ; 5.2.2.3 The Purchaser or a duly authorized attorney-in-fact of the Purchaser shall sign the Company's share register to accept transfer of the Shares from the Sellers; 5.2.2.4 The Purchaser shall deliver to the amount Sellers (i) a written confirmation by the Purchaser that all of the Bank Debt conditions precedents set out in Clause 4.2 have been satisfied (or waived by the Purchaser) and (ii) a written confirmation by the Purchaser that remains outstanding upon Closingnone of the conditions subsequent set out in Clause 4.3 have occurred (or that they have been waived by the Purchaser). 5.2.2.5 On the Closing Date, but in any case payment the Purchaser shall cause the Company to enter into the following agreements: - Transfer of not less than the portion of Purchaser’s Cash Contribution as described in Section 4.2(a)(iii) (sub-sentence (iii)) IP rights from Xxxxx Xxxxxxx to the Company’s Bank Account; (g) [****] (the “Sellers’ Cash Contribution”)]; (h) payment by the Company in full of the Seller 3 Royalty Claims to the Seller 3 Bank Account; (i) delivery by the Company to Sellers and Purchaser of a confirmation by fax from the Company’s bank evidencing that the payment set forth in Section 4.4(f) has been credited to the Company’s Bank Account; (j) delivery by the Company to Sellers and Purchaser of a confirmation by fax from the Company’s bank evidencing that the Sellers’ Cash Contribution has been credited to the Company’s Bank Account; (k) delivery by Seller 3 of a fax confirmation from its bank that a payment in the amount of the Seller 3 Royalty Claims has been credited to the Seller 3 Bank Account; (l) at the request of Purchaser, either (i) execution by Sellers of an unconditional and irrevocable waiver of all their claims, including payment claims regarding the loan amount and any accrued interest, under the Shareholder Loans and any other claims of Sellers against the Company, but only if and to the extent as specified in Exhibit 4.4(l) (together the “Sellers’ Claims”), or (ii) sale, assignment and transfer of the Sellers’ Claims by Sellers to an Affiliate of Purchaser for a purchase price of [****]; (m) execution by Sellers and Purchaser of a share transfer agreement regarding the Sold Shares, ; - Management Agreement with Xxxx Xx Xxxx; substantially in the form as attached hereto as Exhibit 4.4(m) and transfer and delivery of Share Certificates by way of endorsement (Indossament) to Purchaser; (n) notification by Purchaser to the Company of the change of ownership in the Sold Shares, drafts attached as Schedule 4 and entering of Purchaser in the Company’s share register; and (o) confirmation by the Parties in writing that the Closing Conditions have been fulfilled or waived, all actions to be taken on the Closing Date under this Section 4.4 have been taken or waived in accordance with this Agreement and that as a consequence thereof the Sold Shares have been transferred to Purchaser (the “Closing Confirmation”)Schedule 5.

Closing Actions. On the Closing Date, the following actions have to be taken by the Parties, either jointly or separately, and Parties shall procure that the Company provides the respective documents, as the case may be, which shall be taken simultaneously (Zug um Zug):: (a) each of the Sellers shall transfer title to their respective Shares to the Purchaser, through the delivery by Sellers to the Purchaser of bank statements showing the Cash duly executed share transfer forms (ordres de mouvement) in respect of all of its Shares; and the Company shall deliver to the Purchaser: (i) the Shares through inscription of the sale of such Shares in the Company’s up-to-date share transfer register (registre des mouvements de titres) and up-to-date shareholders’ individual accounts (comptes individuels d’actionnaires), which will vest in the Purchaser good and marketable legal and beneficial ownership of such Shares; (ii) evidence of the exercise of the Options that have been exercised; (iii) duly executed copies of the consents of the beneficiaries of Free Shares to the cancellation of their Free Shares; (iv) duly executed copies of the consents of the beneficiaries of the outstanding Options to the cancellation of their outstanding unexercised Options; (v) a copy of the Escrow Agreement, duly executed by the Sellers’ Representative; (vi) certified copies of the resolutions duly adopted by the Company’s Board of Directors and by the Company’s shareholders acknowledging the exercise of the Options, the cancellation of the Free Shares and the cancellation of outstanding unexercised Options together with corresponding board reports required under applicable French Laws; (vii) certified copies of the resolutions duly adopted by the Company’s Board of Directors (or its equivalent governing body) authorizing the execution, delivery and performance of this Agreement and any other transactions contemplated by this Agreement; (viii) a duly executed certificate, in form and substance as prescribed by Treasury Regulations promulgated under Code Section 1445, stating that Bi-Xxx Inc. is not, and has not been, during the relevant period specified in Section 897(c)(1)(A)(ii) of the Code, a “United States real property holding corporation” within the meaning of Section 897(c) of the Code; (ix) duly executed separation and release agreements, in a form reasonably acceptable to the Purchaser, by and between Bi-Xxx Inc. and each of (i) Xxxxxxx Xxxxx; (ii) Xxxxxx Xxxxx; and (iii) Xxxxx Xxxxx; (x) resignation letters, effective as of the Closing, in a form reasonably acceptable to the Purchaser, from and duly executed by all of the directors of the Company as and the following officers and/or employees of the Group Companies: (A) Xxxxxxx Xxxxx; (B) Xxxxxx Xxxxx; and (C) Xxxxx Xxxxx; (xi) evidence of the Company’s statutory auditors’ agreement to participate in the Company’s meeting convened on short notice by the relevant corporate bodies of the Company on the Closing Date; (xii) written waivers from the required employees of the Company of their right to make an offer to acquire the Company in accordance with the Xxxxx Law; (xiii) two (2) duly signed CERFA forms number 2759 in respect of each Seller’s Shares; and (xiv) certified copies of resolutions duly adopted by the Board of Directors of Bi-Xxx Inc. terminating its participation in the ADP TotalSource Retirement Savings Plan, effective at least one day prior to the Closing Date but contingent on the occurrence of the Closing. (b) delivery by Sellers of copies of resignation letters from The Purchaser shall make the following persons or of a shareholders’ resolution removing the following persons from the supervisory board of payments referred to in Section 2.05(a) and provide evidence thereof to the Company, effective prior sign the CERFA forms delivered by the Sellers pursuant to or at ClosingSection 3.02(a)(xiii) and the Purchaser shall deliver to the Company: (i) Dr. Nedim Cen as member certified copies of the supervisory board resolutions duly adopted by the Purchaser’s Board of Directors authorizing the Companyexecution, delivery and performance of this Agreement and any other transactions contemplated by this Agreement; (ii) Xx. Xxxxxxx X. Feldt as member a copy of the supervisory board of Escrow Agreement, duly executed by the Company;Purchaser; and (iii) Mr. Michael Ela certificate of insurance or other written evidence of in-Hillow force coverage effective as member of the supervisory board Closing under the RWI Policy together with evidence of payment of the Company; (iv) Xx. Xxxxx Xxxxxxx as member of the supervisory board of the Company; (v) Xx. Xxxxx Xxxxxx as member of the supervisory board of the Company; and (vi) Mr. Xxxx Xxxxxxxx as member of the supervisory board of the Company;premium therefor. (c) delivery by Sellers of a copy of Notwithstanding anything in this Agreement to the shareholders’ resolution of contrary, the Company regarding the discharge Purchaser is permitted to deduct and withhold amounts from liability (Entlastung) of the persons in Section 4.4(b) for the fiscal year 2009 and the period from 1 January 2010 until the effectiveness of their resignation or, as the case may be removal as supervisory board members; (d) delivery any payment made by the Company of a confirmation by fax from Purchaser to the Company’s bank that the debt referred to in Section 3.2(b) has been settled by Seller 3; (e) payment by Purchaser of the Purchase Price Payments Administrator for further distribution to the Sellers in cash; under this Agreement as required under applicable Law; provided that, if the Purchaser intends to withhold any such amounts from any such payment, the Purchaser shall promptly notify the Sellers’ Representative of such intention and shall use commercially reasonable efforts to provide such notice at least thirty (f30) days prior to the expected payment of date; provided, further, that the Purchaser’s Cash Contribution less an amount equal Purchaser shall reasonably cooperate with the Sellers’ Representative to reduce the amount of withholding Taxes imposed on the Bank Debt that remains outstanding upon Closing, but in any case payment of not less than the portion of Purchaser’s Cash Contribution as described in Section 4.2(a)(iii) (sub-sentence (iii)) to the Company’s Bank Account; (g) [****] (the “Sellers’ Cash Contribution”)]; (h) payment by the Company in full of the Seller 3 Royalty Claims to the Seller 3 Bank Account; (i) delivery by the Company to Sellers and Purchaser of a confirmation by fax from the Company’s bank evidencing that the payment set forth in Section 4.4(f) has been credited to the Company’s Bank Account; (j) delivery by the Company to Sellers and Purchaser of a confirmation by fax from the Company’s bank evidencing that the Sellers’ Cash Contribution has been credited to the Company’s Bank Account; (k) delivery by Seller 3 of a fax confirmation from its bank that a payment in the amount of the Seller 3 Royalty Claims has been credited to the Seller 3 Bank Account; (l) at the request of Purchaser, either (i) execution by Sellers of an unconditional and irrevocable waiver of all their claimsany such payment, including payment claims regarding the loan amount by executing and filing any accrued interest, under the Shareholder Loans and any other claims of Sellers against the Company, but only if and forms or certificates reasonably required to the extent as specified in Exhibit 4.4(l) (together the “Sellers’ Claims”)claim an available reduced rate of, or (ii) saleexemption from, assignment withholding Taxes; provided, further, that, for the avoidance of doubt, the Purchaser is not permitted to deduct and transfer withhold amounts from any payments to or for the account of the Sellers’ Claims by Sellers to an Affiliate Aquiline or any of Purchaser for a purchase price of [****]; (m) execution by Sellers and Purchaser of a share transfer agreement regarding the Sold Shares, substantially in the form as attached hereto as Exhibit 4.4(m) and transfer and delivery of Share Certificates by way of endorsement (Indossament) to Purchaser; (n) notification by Purchaser to the Company of the change of ownership in the Sold Shares, and entering of Purchaser in the Company’s share register; and (o) confirmation by the Parties in writing that the Closing Conditions have been fulfilled or waived, all actions to be taken on the Closing Date under this Section 4.4 have been taken or waived in accordance with this Agreement and that as a consequence thereof the Sold Shares have been transferred to Purchaser (the “Closing Confirmation”)its Affiliates.

Closing Actions. On the Closing Date, and subject to the terms and conditions of this Agreement and the Investment Agreement, as applicable, the Parties shall cause the consummation of the following actions have to be taken by the Parties, either jointly or separately, and Parties shall procure that the Company provides the respective documents, as the case may be, which shall be taken simultaneously (Zug um Zug):actions: (a) delivery by Sellers to Purchaser Upon approval of bank statements showing the Cash registration of the Company as Capital Restructuring and Company Nominal Capital Increase by the federal office for the commercial register (Eidgenössisches Amt für das Handelsregister) evidenced by a scan of a certified commercial register extract (such extract evidencing the approval from the Swiss Federal Commercial Registry Office (EHRA) of the Closing Date;matters filed for registration) by the commercial register of the Canton of Zug (Handelsregisteramt des Kantons Zug) the Investor shall acquire the Preliminary Class V Voting Shares. (b) delivery by Sellers The Investor shall issue the Closing Investor Class C Shares to the ML Parties (other than the BVF Shareholders) such that each ML Party (other than the BVF Shareholders) is issued a number of copies Investor Class C Shares equal to its pro rata ownership of resignation letters the Company immediately prior to the Closing but following the Company Capital Restructuring. (c) Upon the receipt of the aggregate proceeds from the following persons or of a shareholders’ resolution removing PIPE Investment, the following persons from Company and the supervisory board of the Company, effective prior to or at ClosingInvestor shall determine: (i) Dr. Nedim Cen the Available Closing Date Cash as member of the supervisory board of the CompanyClosing; (ii) Xx. Xxxxxxx X. Feldt the final number of Company Class V Voting Shares to be owned by the Investor, which shall equal (A) the Available Closing Date Cash as member of the supervisory board Closing divided by (B) the Company Class V Share Price (such number of shares, the Company;“Final Class V Voting Shares”); and (iii) Mr. Michael El-Hillow the Available Closing Date Cash as member of the supervisory board Closing minus the product of the Company; Preliminary Class V Voting Shares multiplied by CHF 0.01 (iv) Xx. Xxxxx Xxxxxxx as member of such amount, the supervisory board of the Company; (v) Xx. Xxxxx Xxxxxx as member of the supervisory board of the Company; and (vi) Mr. Xxxx Xxxxxxxx as member of the supervisory board of the Company; (c) delivery by Sellers of a copy of the shareholders’ resolution of the Company regarding the discharge from liability (Entlastung) of the persons in Section 4.4(b) for the fiscal year 2009 and the period from 1 January 2010 until the effectiveness of their resignation or, as the case may be removal as supervisory board members;“Cash Contribution”). (d) delivery by The Investor and the Company of a confirmation by fax from shall, following the Company’s bank that the debt referred to in Section 3.2(b) has been settled by Seller 3; (e) payment by Purchaser determination of the Purchase Price to relevant amounts as per Section 2.2(c), complete and, thereafter, execute, deliver and exchange the Sellers in cash; (f) payment of the Purchaser’s Cash Contribution less an amount equal to the amount of the Bank Debt that remains outstanding upon Agreement as at Closing, but in any case payment of not less than the portion of Purchaser’s Cash Contribution as described in Section 4.2(a)(iii) (sub-sentence (iii)) to the Company’s Bank Account; (g) [****] (the “Sellers’ Cash Contribution”)]; (h) payment by the Company in full of the Seller 3 Royalty Claims to the Seller 3 Bank Account; (i) delivery by the Company to Sellers and Purchaser of a confirmation by fax from the Company’s bank evidencing that the payment set forth in Section 4.4(f) has been credited to the Company’s Bank Account; (j) delivery by the Company to Sellers herein and Purchaser of a confirmation by fax from the Company’s bank evidencing that the Sellers’ Cash Contribution has been credited to the Company’s Bank Account; (k) delivery by Seller 3 of a fax confirmation from its bank that a payment in the amount of the Seller 3 Royalty Claims has been credited to the Seller 3 Bank Account; (l) at the request of Purchaser, either (i) execution by Sellers of an unconditional and irrevocable waiver of all their claims, including payment claims regarding the loan amount and any accrued interest, under the Shareholder Loans and any other claims of Sellers against the Company, but only if and to the extent as specified in Exhibit 4.4(l) (together the “Sellers’ Claims”), or (ii) sale, assignment and transfer of the Sellers’ Claims by Sellers to an Affiliate of Purchaser for a purchase price of [****]; (m) execution by Sellers and Purchaser of a share transfer agreement regarding the Sold Shares, substantially in the form as attached hereto as Exhibit 4.4(m) and transfer and delivery of Share Certificates by way of endorsement (Indossament) to Purchaser; (n) notification by Purchaser to the Company of the change of ownership in the Sold Shares, and entering of Purchaser in the Company’s share register; and (o) confirmation by the Parties in writing that the Closing Conditions have been fulfilled or waived, all actions to be taken on the Closing Date under this Section 4.4 have been taken or waived in accordance with this Agreement and that as a consequence thereof the Sold Shares have been transferred to Purchaser (the “Closing Confirmation”)Investment Agreement.

Closing Actions. 6.1 On the Closing Date, Date the Parties shall take or cause to be taken the following actions have to be taken by (the Parties, either jointly or separately, and Parties shall procure that the Company provides the respective documents, as the case may be, “Closing Actions”) which shall be taken simultaneously (Zug um Zug): (a) delivery by Sellers to Purchaser of bank statements showing the Cash of the Company as of the Closing Date; (b) delivery by Sellers of copies of resignation letters from the following persons or of a shareholders’ resolution removing the following persons from the supervisory board of the Company, effective prior to or at Closing: (i) Dr. Nedim Cen as For each member of the supervisory board of the Company; (ii) Xx. Xxxxxxx X. Feldt , Seller delivers to Purchaser a resignation letter, effective as member of the supervisory board Closing Date. b) Delivery by Purchaser and Seller of the Company; (iii) Mr. Michael El-Hillow as member of irrevocable written instructions to the supervisory board of the Company; (iv) Xx. Xxxxx Xxxxxxx as member of the supervisory board of the Company; (v) Xx. Xxxxx Xxxxxx as member of the supervisory board of the Company; and (vi) Mr. Xxxx Xxxxxxxx as member of the supervisory board of the Company; (c) delivery by Sellers of a copy of the shareholders’ resolution of the Company regarding the discharge from liability (Entlastung) of the persons in Section 4.4(b) for the fiscal year 2009 and the period from 1 January 2010 until the effectiveness of their resignation or, as the case may be removal as supervisory board members; (d) delivery by the Company of a confirmation by fax from the Company’s bank that the debt referred escrow agent to in Section 3.2(b) has been settled by Seller 3; (e) payment by Purchaser of release the Purchase Price to the Sellers in cash; (f) payment of the Purchaser’s Cash Contribution less an amount equal to the amount of the Bank Debt that remains outstanding upon Closing, but in any case payment of not less than the portion of Purchaser’s Cash Contribution Seller as described in Section 4.2(a)(iii) (sub-sentence (iii)) to the Company’s Bank Account; (g) [****] (the “Sellers’ Cash Contribution”)]; (h) payment by the Company in full of the Seller 3 Royalty Claims to the Seller 3 Bank Account; (i) delivery by the Company to Sellers and Purchaser of a confirmation by fax from the Company’s bank evidencing that the payment set forth in Section 4.4(f4. c) has been credited to Seller delivers and transfers the Company’s Bank Account; (j) delivery by the Company to Sellers and Purchaser of a confirmation by fax from the Company’s bank evidencing that the Sellers’ Cash Contribution has been credited to the Company’s Bank Account; (k) delivery by Seller 3 of a fax confirmation from its bank that a payment in the amount of the Seller 3 Royalty Claims has been credited to the Seller 3 Bank Account; (l) at the request of Purchaser, either (i) execution by Sellers of an unconditional and irrevocable waiver of all their claims, including payment claims regarding the loan amount and any accrued interest, under the Shareholder Loans and any other claims of Sellers against the Company, but only if and to the extent as specified in Exhibit 4.4(l) (together the “Sellers’ Claims”), or (ii) sale, assignment and transfer of the Sellers’ Claims by Sellers to an Affiliate of Purchaser for a purchase price of [****]; (m) execution by Sellers and Purchaser of a share transfer agreement regarding the Sold Shares, substantially in the form as attached hereto as Exhibit 4.4(m) and transfer and delivery of Share Certificates Certificate by way of endorsement (Indossament) to Purchaser;. (nd) notification by Purchaser to Seller and the Company execute and deliver to each other an intellectual property license agreement, a draft of which is attached as Exhibit 6.1d), pursuant to which the change Company grants to Seller a license regarding certain intellectual property rights (the “Intellectual Property License Agreement”). e) Seller and the Company execute and deliver to each other a trademark license agreement, a draft of ownership which is attached as Exhibit 6.1e), pursuant to which Seller grants the Group Companies a license regarding certain trademarks (the “Trademark License Agreement”, and together with the Intellectual Property License Agreement the “License Agreements”). f) Seller, Purchaser and the Company execute and deliver to each other an agreement, a draft of which is attached as Exhibit 6.1f)_A (the “Release Agreement”), pursuant to which Seller is released from its liabilities under the attached comfort letter (Exhibit 6.1f)_B) and under which Purchaser shall assume all liability under the attached comfort letter (Exhibit 6.1f)_B) and hold Seller harmless from any claims of third parties arising thereunder. g) Seller and Purchaser confirm in a written document substantially in the Sold Shares, and entering of Purchaser in the Company’s share register; and (oform as attached as Exhibit 6.1g) confirmation by the Parties in writing that the Closing Conditions have been fulfilled or waived, all actions to be taken on the Closing Date under this Section 4.4 have been taken or waived in accordance with this Agreement and that as a consequence thereof the Sold Shares have been transferred to Purchaser (the “Closing Confirmation”) that the Closing has occurred and is completed. 6.2 Purchaser may waive the Closing Actions set forth in Sections 6.1a), 6.1c) and 6.1e). Seller may waive the Closing Actions set forth in Sections 6.1b), 6.1d) and 6.1f). The Parties may jointly waive the Closing Action set forth in Section 6.1g). The effect of a waiver shall be limited to eliminating the need that the respective Closing Action is being performed at the Closing and shall not prejudice any claims any Party may have on the basis of any circumstances relating to the non-performance of such Closing Action.

Closing Actions. On At the Closing DateClosing, the following actions have to be taken by the Parties, either jointly or separately, and Parties shall procure that the Company provides the respective documents, as the case may be, which transactions shall be taken simultaneously (Zug um Zug):taken: (a) delivery by Sellers to Purchaser of bank statements showing the Cash of the Company as of the Closing Date; (b) delivery by Sellers of copies of resignation letters from the following persons or of a shareholders’ resolution removing the following persons from the supervisory board of the Company, effective prior to or at ClosingParent shall deliver: (i) Dr. Nedim Cen to each Member who delivers a Letter of Transmittal to Parent no later than three (3) Business Days prior to the Closing Date, by wire transfer of immediately available funds to an account designated in such Letter of Transmittal, an amount in cash equal to the Closing Cash Merger Consideration allocable to such Member as member of the supervisory board of the Companyset forth on Exhibit G (as updated pursuant to Section 2.4(f)); (ii) Xx. Xxxxxxx X. Feldt as member to the Exchange Agent, an amount in cash equal to the difference, if any, between the Closing Cash Merger Consideration and the aggregate amount of the supervisory board of the CompanyClosing Cash Merger Consideration distributed pursuant to Section 2.6(a)(i); (iii) Mr. Michael El-Hillow as member to each Stockholder Member, to the accounts designated in writing by such Stockholder Member in its Letter of Transmittal delivered to Parent no later than three (3) Business Days prior to the Closing Date, such Stockholder Member’s allocable portion of the supervisory board of the CompanyStock Merger Consideration as set forth on Exhibit G (as updated pursuant to Section 2.4(f)); (iv) Xx. Xxxxx Xxxxxxx as member to the Escrow Agent, (x) the Working Capital Escrow Amount for deposit in the Working Capital Escrow Account and (y) the Indemnification Escrow Amount for deposit in the Indemnification Escrow Account, in each case, to be held by the Escrow Agent and distributed by the Escrow Agent in accordance with the terms of the supervisory board Escrow Agreement and the applicable provisions of the Companythis Agreement; (v) Xx. Xxxxx Xxxxxx as member by wire transfer of immediately available funds to the account or accounts designated in writing by each Person to whom any portion of the supervisory board Credit Facility Payoff Amount is owed (such designation to be made at least two (2) Business Days prior to the Closing Date), an amount in cash equal to the portion of the CompanyCredit Facility Payoff Amount owing to such Person; (vi) by wire transfer of immediately available funds to the account or accounts designated in writing by each Person to whom any portion of the Company Expenses is owed (such designation to be made at least two (2) Business Days prior to the Closing Date), an amount in cash equal to the portion of the Company Expenses owing to such Person; (vii) to the Members’ Representative, by wire transfer of immediately available funds to the account or accounts designated in writing by the Members’ Representative (such designation to be made at least two (2) Business Days prior to the Closing Date), an amount in cash equal to the Members’ Representative Holdback; (viii) to the Members’ Representative and the Escrow Agent, an executed copy of the Escrow Agreement; and (vi) Mr. Xxxx Xxxxxxxx as member of the supervisory board of the Company; (c) delivery by Sellers of a copy of the shareholders’ resolution of the Company regarding the discharge from liability (Entlastung) of the persons in Section 4.4(b) for the fiscal year 2009 and the period from 1 January 2010 until the effectiveness of their resignation or, as the case may be removal as supervisory board members; (d) delivery by the Company of a confirmation by fax from the Company’s bank that the debt referred to in Section 3.2(b) has been settled by Seller 3; (e) payment by Purchaser of the Purchase Price to the Sellers in cash; (f) payment of the Purchaser’s Cash Contribution less an amount equal to the amount of the Bank Debt that remains outstanding upon Closing, but in any case payment of not less than the portion of Purchaser’s Cash Contribution as described in Section 4.2(a)(iii) (sub-sentence (iii)ix) to the Company’s Bank Account; (g) [****] Members’ Representative and the Exchange Agent, an executed copy of an agreement with the Exchange Agent in customary form and reasonably acceptable to Parent and the Company (the “Sellers’ Cash ContributionExchange Agent Agreement”)];. (hb) payment by the Company in full of the Seller 3 Royalty Claims to the Seller 3 Bank Account;The Members’ Representative shall deliver: (i) delivery by to Parent and the Company to Sellers and Purchaser of a confirmation by fax from the Company’s bank evidencing that the payment set forth in Section 4.4(f) has been credited to the Company’s Bank Account; (j) delivery by the Company to Sellers and Purchaser of a confirmation by fax from the Company’s bank evidencing that the Sellers’ Cash Contribution has been credited to the Company’s Bank Account; (k) delivery by Seller 3 of a fax confirmation from its bank that a payment in the amount Escrow Agent, an executed copy of the Seller 3 Royalty Claims has been credited to the Seller 3 Bank Account; (l) at the request of Purchaser, either (i) execution by Sellers of an unconditional and irrevocable waiver of all their claims, including payment claims regarding the loan amount and any accrued interest, under the Shareholder Loans and any other claims of Sellers against the Company, but only if and to the extent as specified in Exhibit 4.4(l) (together the “Sellers’ Claims”), or (ii) sale, assignment and transfer of the Sellers’ Claims by Sellers to an Affiliate of Purchaser for a purchase price of [****]; (m) execution by Sellers and Purchaser of a share transfer agreement regarding the Sold Shares, substantially in the form as attached hereto as Exhibit 4.4(m) and transfer and delivery of Share Certificates by way of endorsement (Indossament) to Purchaser; (n) notification by Purchaser to the Company of the change of ownership in the Sold Shares, and entering of Purchaser in the Company’s share registerEscrow Agreement; and (oii) confirmation by to Parent and the Parties in writing that Exchange Agent, an executed copy of the Closing Conditions have been fulfilled or waived, all actions to be taken on the Closing Date under this Section 4.4 have been taken or waived in accordance with this Agreement and that as a consequence thereof the Sold Shares have been transferred to Purchaser (the “Closing Confirmation”)Exchange Agent Agreement.

Closing Actions. 5.2.1 On the Closing Date, the Parties shall perform the following actions have to be taken by (the Parties, either jointly or separately, and Parties shall procure that the Company provides the respective documents, as the case may be, which shall be taken simultaneously (Zug um Zug“Closing Actions”): (a) delivery by Sellers to Purchaser of bank statements showing the Cash of the Company as of the Closing Date; (b) delivery by Sellers of copies of resignation letters from the following persons or of a shareholders’ resolution removing the following persons from the supervisory board of the Company, effective prior to or at Closing: (i) Dr. Nedim Cen as member of the supervisory board of the Company; (ii) Xx. Xxxxxxx X. Feldt as member of the supervisory board of the Company; (iii) Mr. Michael El-Hillow as member of the supervisory board of the Company; (iv) Xx. Xxxxx Xxxxxxx as member of the supervisory board of the Company; (v) Xx. Xxxxx Xxxxxx as member of the supervisory board of the Company; and (vi) Mr. Xxxx Xxxxxxxx as member of the supervisory board of the Company; (c) delivery by Sellers of a copy of the shareholders’ resolution of the Company regarding the discharge from liability (Entlastung) of the persons in Section 4.4(b) for the fiscal year 2009 and the period from 1 January 2010 until the effectiveness of their resignation or, as the case may be removal as supervisory board members; (d) delivery by the Company of a confirmation by fax from the Company’s bank that the debt referred to in Section 3.2(b) has been settled by Seller 3; (e) payment by Purchaser of shall pay the Purchase Price to the Sellers by transferring each of the amounts set out in cash;Clause 3.1.2 to the respective Seller by means of a wire transfer to the bank account designated by such Seller and notified by it to the Purchaser at least three Business Days before the Closing Date. (fii) payment Frontline and Famatown shall deliver the Frontline Shares and the Famatown Shares, respectively, to the Purchaser by transferring such Sale Shares into the securities account(s) of the Purchaser’s Cash Contribution less an amount equal Purchaser as notified by it to the amount Sellers at least three Business Days before the Closing Date, in accordance with the provisions of the Bank Debt that remains outstanding upon Closing, but in any case payment of not less than the portion of Purchaser’s Cash Contribution as described in Section 4.2(a)(iii) (sub-sentence (iii)Schedule 5.2.1(ii) to the Company’s Bank Account;extent applicable. (giii) [****] (the “Sellers’ Cash Contribution”)];Sellers shall deliver to the Purchaser a written statement confirming receipt of the Purchase Price in a form reasonably acceptable to the Purchaser. (hiv) payment the Sellers shall deliver to the Purchaser duly executed resignation letters by Xx. Xxxx Xxxxxxxxxx and Xx. Xxxx X. Xxxxxx in relation to their mandates in the supervisory board of Euronav, in the form attached as Schedule 5.2.1(iv). 5.2.2 The effectiveness of each of the Closing Actions is conditional upon the fulfilment of all the other Closing Actions. 5.2.3 The Purchaser may at any time waive any of the Closing Actions required to be done by the Company in full Sellers, and the Sellers (acting jointly) may at any time waive any of the Seller 3 Royalty Claims Closing Actions required to be done by the Seller 3 Bank Account;Purchaser. 5.2.4 If a Party fails to fulfil any of its Closing Actions, then the Purchaser (if any of the Sellers fail to fulfil any of their Closing Actions) or the Sellers, acting jointly (if the Purchaser fails to fulfil any of its Closing Actions) may: (i) delivery by the Company proceed to Sellers and Purchaser of a confirmation by fax from the Company’s bank evidencing that the payment set forth in Section 4.4(f) has been credited Closing to the Company’s Bank Accountextent reasonably possible and permitted by Law, which shall include for the avoidance of doubt the right to claim specific performance; (jii) delivery by defer Closing, in which event the Company provisions of this Clause 5 shall apply to Sellers and Purchaser of a confirmation by fax from Closing so deferred, provided that Closing cannot be deferred past the Company’s bank evidencing that the Sellers’ Cash Contribution has been credited to the Company’s Bank Account;Long Stop Date; or (kiii) delivery by Seller 3 of a fax confirmation from its bank that a payment in the amount of the Seller 3 Royalty Claims has been credited to the Seller 3 Bank Account; (l) at the request of Purchaser, either (i) execution by Sellers of an unconditional and irrevocable waiver of all their claims, including payment claims regarding the loan amount and any accrued interest, under the Shareholder Loans and any other claims of Sellers against the Company, but only if and to the extent as specified in Exhibit 4.4(l) (together the “Sellers’ Claims”), or (ii) sale, assignment and transfer of the Sellers’ Claims by Sellers to an Affiliate of Purchaser for a purchase price of [****]; (m) execution by Sellers and Purchaser of a share transfer agreement regarding the Sold Shares, substantially in the form as attached hereto as Exhibit 4.4(m) and transfer and delivery of Share Certificates by way of endorsement (Indossament) to Purchaser; (n) notification by Purchaser to the Company of the change of ownership in the Sold Shares, and entering of Purchaser in the Company’s share register; and (o) confirmation by the Parties in writing that the Closing Conditions have been fulfilled or waived, all actions to be taken on the Closing Date under terminate this Section 4.4 have been taken or waived Agreement in accordance with this Agreement Clause 10, in which case all Closing Actions already fulfilled shall be deemed null and that as a consequence thereof void. Such termination right is without prejudice to any other rights or remedies which the Sold Shares non-defaulting Party may have been transferred to Purchaser (under applicable Law against the “Party in breach of its Closing Confirmation”)Actions.

Closing Actions. On the Closing Date, the following actions have to be taken by the Parties, either jointly or separately, and Parties shall procure that the Company provides the respective documents, as the case may be, which shall be taken simultaneously (Zug um Zug): (a) delivery by Sellers At the Closing, the Buyers shall deliver or cause to Purchaser of bank statements showing the Cash be delivered each of the Company following: (i) the payments referred to in Sections 2.5(a)—2.5(c) to be delivered to the Persons specified in such sections; (ii) the Equity Consideration Shares to be delivered to each Equity Consideration Asset Seller as provided in Section 2.5(d); (iii) a xxxx of sale, assignment of contracts and general assignment and assumption of Liabilities agreement between the Asset Sellers and the Asset Buyers, in substantially the form attached hereto as Exhibit D (the “Xxxx of Sale”), duly executed by the Asset Buyers; (iv) a transition services agreement, in substantially the form attached hereto as Exhibit E (the “TSA”), duly executed by Xxxx Health; (v) executed counterparts of each Ancillary Agreement to which any Buyer or any of their respective Affiliates is a party, including executed counterparts of each Employment Agreement to be delivered to Sellers’ Representative; and (vi) to Sellers’ Representative a certificate, dated as of the Closing Date and executed on behalf of each Buyer by its President or Chief Executive Officer, certifying the resolutions of the Board of Directors or Manager(s) of such Buyer and its stockholder(s) or member(s) approving, in accordance with such Buyer’s organizational documents and applicable Law, this Agreement and the Ancillary Agreements to which such Buyer is a party and the transactions contemplated hereby and thereby. (b) At the Closing, Sellers shall deliver or cause to be delivered to Buyers each of the following: (i) all minute books and stock books, if any, of University Pharmacy in its possession, if not already located on the premises of University Pharmacy; (ii) a certificate or certificates representing the Pharmacy Securities, if any are issued, accompanied by a duly executed share transfer deed for the transfer to Xxxx Pharmacy of the Pharmacy Securities, in form and substance satisfactory to Xxxx Pharmacy; provided, that in the event the certificate or certificates representing the Pharmacy Securities have been lost, stolen or destroyed, the Pharmacy Seller shall deliver in lieu of an affidavit of loss with respect to such certificate(s), together with a customary indemnification, in form satisfactory to Xxxx Pharmacy; (iii) an executed resignation letter, effective as of the Closing, for each director and officer of University Pharmacy, unless otherwise instructed in writing by Buyers prior to the Closing (solely with respect to such offices and directorships, and not with respect to employment); (iv) an IRS Form W-9 validly executed by each Seller within 30 days of the Closing Date; (bv) delivery by Sellers at least one (1) Business Day prior to the Closing (with substantially final drafts thereof to be delivered at least three (3) Business Days prior to the Closing) fully-executed customary payoff and release letters (the “Payoff Letters”) in form and substance reasonably acceptable to Buyers from holders of copies of resignation letters from the following persons Indebtedness pursuant to clauses (a)—(e), (n), (p) or of a shareholders’ resolution removing the following persons from the supervisory board (q) of the Company, effective prior to definition of Indebtedness or at Closing: (i) Dr. Nedim Cen as member of the supervisory board of the Companyotherwise set forth on Schedule 2.4(b)(vii); (iivi) Xx. Xxxxxxx X. Feldt as member an executed counterpart to the Xxxx of Sale, duly executed by each of the supervisory board of the CompanyAsset Sellers; (iiivii) Mr. Michael El-Hillow as member an executed counterpart to the TSA, duly executed by each of the supervisory board of the CompanyAsset Sellers; (ivviii) Xx. Xxxxx Xxxxxxx as member executed counterparts of each Ancillary Agreement to which any Company, any Seller, any Beneficial Owner or any of their respective Affiliates is a party, including executed counterparts of each Lock-Up Agreement (executed by each respective Equity Consideration Owner) and each Employment Agreement (executed by the supervisory board of the Companyrespective employee); (vix) Xx. Xxxxx Xxxxxx as member each of the supervisory board of amendments to the CompanyContracts listed on Schedule 2.4(b)(xi), which shall have been obtained and not repudiated, in full force and effect and in form and reasonably substance reasonably satisfactory to Buyers; and (vix) Mr. Xxxx Xxxxxxxx as member each of the supervisory board terminations of the Company; (c) delivery by Sellers of a copy Contracts with Affiliates of the shareholders’ resolution of the Company regarding the discharge from liability (Entlastung) of the persons in Section 4.4(b) for the fiscal year 2009 and the period from 1 January 2010 until the effectiveness of their resignation orCompanies listed on Schedule 2.4(b)(xii), as the case may be removal as supervisory board members; (d) delivery by the Company of a confirmation by fax from the Company’s bank that the debt referred to in Section 3.2(b) has which shall have been settled by Seller 3; (e) payment by Purchaser of the Purchase Price to the Sellers in cash; (f) payment of the Purchaser’s Cash Contribution less an amount equal to the amount of the Bank Debt that remains outstanding upon Closingobtained, but in any case payment of not less than the portion of Purchaser’s Cash Contribution as described in Section 4.2(a)(iii) (sub-sentence (iii)) to the Company’s Bank Account; (g) [****] (the “Sellers’ Cash Contribution”)]; (h) payment by the Company repudiated, in full of the Seller 3 Royalty Claims force and effect and in form and substance reasonably satisfactory to the Seller 3 Bank Account; (i) delivery by the Company to Sellers and Purchaser of a confirmation by fax from the Company’s bank evidencing that the payment set forth in Section 4.4(f) has been credited to the Company’s Bank Account; (j) delivery by the Company to Sellers and Purchaser of a confirmation by fax from the Company’s bank evidencing that the Sellers’ Cash Contribution has been credited to the Company’s Bank Account; (k) delivery by Seller 3 of a fax confirmation from its bank that a payment in the amount of the Seller 3 Royalty Claims has been credited to the Seller 3 Bank Account; (l) at the request of Purchaser, either (i) execution by Sellers of an unconditional and irrevocable waiver of all their claims, including payment claims regarding the loan amount and any accrued interest, under the Shareholder Loans and any other claims of Sellers against the Company, but only if and to the extent as specified in Exhibit 4.4(l) (together the “Sellers’ Claims”), or (ii) sale, assignment and transfer of the Sellers’ Claims by Sellers to an Affiliate of Purchaser for a purchase price of [****]; (m) execution by Sellers and Purchaser of a share transfer agreement regarding the Sold Shares, substantially in the form as attached hereto as Exhibit 4.4(m) and transfer and delivery of Share Certificates by way of endorsement (Indossament) to Purchaser; (n) notification by Purchaser to the Company of the change of ownership in the Sold Shares, and entering of Purchaser in the Company’s share register; and (o) confirmation by the Parties in writing that the Closing Conditions have been fulfilled or waived, all actions to be taken on the Closing Date under this Section 4.4 have been taken or waived in accordance with this Agreement and that as a consequence thereof the Sold Shares have been transferred to Purchaser (the “Closing Confirmation”)Buyers.

Closing Actions. 7.2.1 On the Closing Date, the following actions have to be taken by the Parties, either jointly or separately, and Parties shall procure that the Company provides the respective documents, as the case may be, which shall be taken simultaneously (Zug um Zug):: (a) delivery by Sellers to Purchaser of bank statements showing the Cash of Parties shall duly execute: (i) the Company as of the Closing DateHandover Report; (b) delivery by Sellers of copies of resignation letters from the following persons or of a shareholders’ resolution removing the following persons from the supervisory board of the Company, effective prior to or at ClosingSeller shall: (i) Dr. Nedim Cen deliver to the Buyer the written resignations in the agreed form attached hereto as member Schedule 11 of all members of the supervisory board of directors of the Company, together with a statement whereby they declare to have nothing to receive from the Company; (ii) Xx. Xxxxxxx X. Feldt deliver to the Buyer the written resignations in the agreed form attached hereto as member Schedule 12 of all members (effective and alternate) of the supervisory board of auditors (collegio sindacale) of the Company, together with a statement whereby they declare to have nothing to receive from the Company; (iii) Mr. Michael El-Hillow deliver to the Buyer the share certificate no. 5 in its original form attached hereto as member a copy as Schedule 13, without any annotation of the supervisory board of the Companypledges, liens, encumbrances and /or any Security Interests; (iv) Xx. Xxxxx Xxxxxxx as member cause the extraordinary shareholders’ meetings of the supervisory Company to validly resolve upon: (a) the acknowledgement of the resignations of the board of directors, (b) the Companyacknowledgement of the resignations, if any, of the board of auditors, (c) the appointment of new members of the board of directors and statutory auditors of the Company - in lieu of those ceased from their respective office; (d) the waiver of any right or action vis-à-vis the resigned directors and statutory auditors, except in case of gross negligence (colpa grave) or willful misconduct (dolo), and (e) the transfer of the registered seat of the Company from Xxxxxxxxx in Colle (Bari) to the current local branch in Qualiano (Naples); (v) Xx. Xxxxx Xxxxxx as member execute any document and/or carry out any action which is necessary under Applicable Law to perfect the transfer of the supervisory board Shares from the Seller to the Buyer and vest under Applicable Law in the Buyer title to the Shares (including executing with the Notary Public the endorsement (girata) of the Company; andshare certificates representing the Shares in favour of the Buyer as per Article 2355, paragraph 3, of the Civil Code, and properly registering the Buyer in the shareholders’ ledger of the Company as owner of the Shares); (vi) Mr. Xxxx Xxxxxxxx execute the Supply Agreement in the agreed form attached hereto as member Schedule 3, the Transitional Service Agreement in the agreed form attached hereto as Schedule 4 and the Consignment Agreement in the agreed form attached as Schedule 14; (vii) deliver to the Buyer a written confirmation that, as of the supervisory board of Closing Date, the CompanySeller’s Warranties are true accurate and not misleading; (c) delivery by Sellers of a copy of the shareholders’ resolution of the Company regarding the discharge from liability (Entlastung) of the persons in Section 4.4(b) for the fiscal year 2009 and the period from 1 January 2010 until the effectiveness of their resignation or, as the case may be removal as supervisory board members; (d) delivery by the Company of a confirmation by fax from the Company’s bank that the debt referred to in Section 3.2(b) has been settled by Seller 3; (e) payment by Purchaser of the Purchase Price to the Sellers in cash; (f) payment of the Purchaser’s Cash Contribution less an amount equal to the amount of the Bank Debt that remains outstanding upon Closing, but in any case payment of not less than the portion of Purchaser’s Cash Contribution as described in Section 4.2(a)(iii) (sub-sentence (iii)) to the Company’s Bank Account; (g) [****] (the “Sellers’ Cash Contribution”)]; (h) payment by the Company in full of the Seller 3 Royalty Claims to the Seller 3 Bank Account;Buyer shall: (i) delivery by the Company to Sellers and Purchaser of a confirmation by fax from the Company’s bank evidencing that the payment set forth in Section 4.4(f) has been credited pay to the CompanySeller by wire transfer in immediately available funds to the Seller’s Bank Account, without any set-off, exception, counterclaim, deduction, reduction, adjustment, amendment or revision, the Closing Payment plus the Works Expense; (jii) delivery by the Company pay or cause to Sellers and Purchaser of a confirmation by fax from the Company’s bank evidencing that the Sellers’ Cash Contribution has been credited be paid to the Company’s Bank Accountappropriate Persons and in the appropriate manner, any stamp, transfer, notarial or similar Taxes, duties, fees, costs, charges and expenses however due for the transactions contemplated by this Agreement (including the transfer of the Shares); (kiii) procure that the newly appointed directors and statutory auditors of the Company accept their respective offices immediately after their appointment during the meeting as per clause 7.2.1 (b)(i) above and file the relevant forms and documents with the competent Companies’ Registers; (iv) deliver to each resigning member of the board of directors and of the board of statutory auditors of the Company a letter in the agreed form attached hereto as Schedule 15; (v) procure that the Company will sign: (i) the Supply Agreement in the agreed form attached hereto as Schedule 3; (ii) the Transitional Service Agreement in the agreed form attached hereto as Schedule 4, and (iii) the Consignment Agreement in the agreed form attached as Schedule 14; (vi) deliver to the Seller the Vita Parent Company Guarantee. In order to allow the delivery by of the Vita Parent Company Guarantee to the Seller, the Seller 3 of a fax confirmation from its bank shall procure that a payment in the amount duly authorized representative of the Seller 3 Royalty Claims has been credited to the Seller 3 Bank Account; (l) at the request of Purchaser, either (i) execution by Sellers of an unconditional and irrevocable waiver of all their claims, including payment claims regarding the loan amount and any accrued interest, under the Shareholder Loans and any other claims of Sellers against the Company, but only if and to the extent as specified in Exhibit 4.4(l) (together the “Sellers’ Claims”), or (ii) sale, assignment and transfer of the Sellers’ Claims by Sellers to an Affiliate of Purchaser for a purchase price of [****]; (m) execution by Sellers and Purchaser of a share transfer agreement regarding the Sold Shares, substantially in the form as attached hereto as Exhibit 4.4(m) and transfer and delivery of Share Certificates by way of endorsement (Indossament) to Purchaser; (n) notification by Purchaser to the Company of the change of ownership in the Sold Shares, and entering of Purchaser in the Company’s share register; and (o) confirmation by the Parties in writing that shall attend the Closing Conditions have been fulfilled or waived, all actions in order to be taken on receive such guarantee and release the Closing Date under this Section 4.4 have been taken or waived in accordance with this Agreement and that as a consequence thereof the Sold Shares have been transferred to Purchaser (the “Closing Confirmation”)relevant receipt of acceptance.

Closing Actions. On the Targeted Closing Date, the following actions have to be taken by Sellers and the Parties, either jointly or separately, and Parties shall procure that the Company provides the respective documents, Purchaser (as the case may be) shall take, which shall or cause to be taken simultaneously taken, the following actions and in the following order (Zug um Zugcollectively the “Closing Actions” and each a “Closing Action”): (a) delivery by The Sellers shall deliver to the Purchaser originals of bank statements showing the Cash executed new employment agreements between the Company and the employees of the Company as identified on Exhibit 6.2.1 (a) 1 (the “Key Employees”) in the form of the Closing Date; final drafts attached hereto as Exhibit 6.2.1(a)-2 (b) delivery by Sellers the “Key Employee Agreements”). For the avoidance of copies of resignation letters from doubt, the new managing director’s service agreement with Seller 2 shall only be executed and delivered to the Purchaser following persons or of a shareholders’ resolution removing the following persons from the supervisory board of the Company, effective prior to or at Closing: (i) Dr. Nedim Cen as member of the supervisory board of the Company; (ii) Xx. Xxxxxxx X. Feldt as member of the supervisory board of the Company; (iii) Mr. Michael El-Hillow as member of the supervisory board of the Company; (iv) Xx. Xxxxx Xxxxxxx as member of the supervisory board of the Company; (v) Xx. Xxxxx Xxxxxx as member of the supervisory board of the Company; and (vi) Mr. Xxxx Xxxxxxxx as member of the supervisory board of the Company; (c) delivery by Sellers of a copy execution of the shareholders’ resolution mentioned in Section 6.2.1(n). (b) The Sellers shall deliver to the Purchaser executed original versions of confirmations of each Seller, stating that (i) any and all receivables and claims of any Seller against the Company, regardless of the Company regarding the discharge from liability legal cause, (Entlastung) of the persons in Section 4.4(b) for the fiscal year 2009 such receivables and the period from 1 January 2010 until the effectiveness of their resignation or, as the case may be removal as supervisory board members; (d) delivery by the Company of a confirmation by fax from the Company’s bank that the debt referred to in Section 3.2(b) has been settled by Seller 3; (e) payment by Purchaser of the Purchase Price to the Sellers in cash; (f) payment of the Purchaser’s Cash Contribution less an amount equal to the amount of the Bank Debt that remains outstanding upon Closing, but in any case payment of not less than the portion of Purchaser’s Cash Contribution as described in Section 4.2(a)(iii) (sub-sentence (iii)) to the Company’s Bank Account; (g) [****] (claims together the “Sellers’ Cash ContributionShareholder Receivables”)]; (h) payment have been satisfied by the Company in full of the Seller 3 Royalty Claims to the Seller 3 Bank Account; (i) delivery by the Company to Sellers and Purchaser of a confirmation by fax from the Company’s bank evidencing that the payment set forth in Section 4.4(f) has been credited to the Company’s Bank Account; (j) delivery by the Company to Sellers and Purchaser of a confirmation by fax from the Company’s bank evidencing that the Sellers’ Cash Contribution has been credited to the Company’s Bank Account; (k) delivery by Seller 3 of a fax confirmation from its bank that a payment in the amount of the Seller 3 Royalty Claims has been credited to the Seller 3 Bank Account; (l) at the request of Purchaser, either (i) execution by Sellers of an unconditional and irrevocable waiver of all their claims, including payment claims regarding the loan amount and any accrued interest, under the Shareholder Loans and any other claims of Sellers against the Company, but only if and to the extent as specified in Exhibit 4.4(l) (together the “Sellers’ Claims”), or (ii) salethey waive any further claims they may have against the Company whatsoever, assignment and transfer except for potential claims incurred post-Closing under the Related Party Agreements to which they are a party; each as set forth on Exhibit 6.2.1(b). (c) The Sellers shall deliver to the Purchaser the executed original of the Sellers’ Claims confirmation by Sellers to an Affiliate IBA GmbH (“IBA”) a final draft of Purchaser for a purchase price of [****]; (m) execution by Sellers and Purchaser of a share transfer agreement regarding the Sold Shares, substantially in the form as which is attached hereto as Exhibit 4.4(m6.2.1(c), stating that (i) and transfer and delivery of Share Certificates by way of endorsement (Indossament) to Purchaser; (n) notification by Purchaser IBA has received all outstanding amounts under the loan granted to the Company of under the change of ownership in the Sold Shares, and entering of Purchaser in the Company’s share register; and (o) confirmation by the Parties in writing that the Closing Conditions have been fulfilled or waived, all actions to be taken on the Closing Date under this Section 4.4 have been taken or waived in accordance with this Agreement and that as a consequence thereof the Sold Shares have been transferred to Purchaser loan agreement dated 1 January 2011 (the “Closing ConfirmationIBA Loan”), (ii) any collateral securing the IBA Loan (if any) has been released and that (iii) IBA does not hold any further claims against the Company whatsoever, except for claims resulting from the Related Party Agreements to which IBA is a party. (d) The Sellers shall deliver to the Purchaser executed original versions of the Amendment, Assumption and Release Agreements. (e) The Sellers shall deliver to the Purchaser the complete and executed original versions of (i) an accredited investor questionnaire and (ii) an underwriter lockup agreement, (i) and (ii) each in the form of the final drafts attached hereto as Exhibit 6.2.1(e) ((i) and (ii) together the “Investor Documentation”). (f) The Sellers shall deliver to the Purchaser, for each Phantom Stockholder, the complete and executed original versions of (i) an investment representation agreement and (ii) an underwriter lockup agreement, (i) and (ii) each in the form of the respective final draft attached hereto as Exhibit 6.2.1(f) ((i) and (ii) together the “Phantom Stockholder Documentation”). (g) The Sellers shall deliver to the Purchaser the executed original of the confirmation a copy of which is attached hereto as Exhibit 6.2.1(g), stating that that the loans granted to Epomedics GmbH under loan agreements dated 10 March 2014 and 1 July 2014 have been repaid to the Company in full (including any interest accrued thereon). (h) The Sellers shall deliver to the Purchaser the complete and executed original versions of the termination agreements and the termination letter, copies of which are attached hereto as Exhibit 6.2.1

Closing Actions. On 5.2.1. At the Closing Date, the following actions have to be taken by the Parties, either jointly or separately, and Parties shall procure that the Company provides the respective documents, as the case may be, which Closing Actions shall be taken simultaneously (Zug um Zug):completed in the order specified below: (a) delivery the Parties shall submit to each other the relevant evidence of authority of each person that is to take acts in law at Closing on behalf of the respective Party in order to confirm that the Parties are represented at Closing in person or by duly authorised representatives; (b) by signing the Closing Certificate specified in Section 5.2.1(r), the Parties confirm to each other that all Conditions Precedent set out in Sections 3.1 and 3.2 have been fulfilled or have been waived by the respective Party; (c) the Sellers shall deliver to Purchaser the Buyer the properly produced extracts from the Sellers’ personal securities accounts issued on the beginning of bank statements the Closing Date by the securities account manager (administrator of the securities account which is a licenced financial institution), evidencing that the Sellers own all the Sale Shares and showing absence of any Encumbrances over the Cash Sale Shares; (d) the Buyer shall pay to the Company the New Equity Shares issue amount, a part of which equal to the sum of the Shareholder’s Loan and the External Financial Facilities shall be used for repaying the Shareholder’s Loan and the External Financial Facilities on behalf of the Company directly to the Seller 3 and the respective creditors; and the Buyer, the Seller 1 and the Seller 2 shall sign a commitment letter confirming that: (i) as soon as the Buyer is registered as a shareholder of the Company in the Register of Legal Entities and the Information System of Participants of Legal Entities (JADIS), the Buyer shall together with the Seller 1 and the Seller 2 adopt a decision of the Company’s shareholders meeting regarding the increase of the Company’s share capital by issuing the New Equity Shares, and (ii) the Buyer and the Company shall enter into a share subscription agreement with respect to the New Equity Shares; (e) the Buyer and the Company shall deliver to the Seller 3 a copy of the payment order evidencing that the Shareholder’s Loan has been paid; (f) the Sellers shall terminate the Former Shareholder’s Agreement and provide termination document of the Former Shareholders’ Agreement in a form of Annex 10 concluded between the Sellers the Company and other parties to the Former Shareholders’ Agreement (if any), which includes confirmation that neither party under the said agreements has claims towards each other regarding improper performance of undertakings. For the avoidance of doubt, the Seller 3 shall confirm that it has unconditionally and irrevocably waived its right to the liquidation preference amount under the terms and conditions provided in the Former Shareholders’ Agreement; (g) the Seller 1 and the Seller 2, the Buyer and the Company will sign the New Shareholders Agreement; (h) the Seller 4 and the Company will sign the termination agreement regarding termination of the Management Services Agreement in a form of Annex 11 under which the Seller 4 and the Company shall confirm that all the obligations under the Management Services Agreement of the parties are fully performed or waived and each party does not have any claims against each other arising from the Management Services Agreement; (i) the Buyer, the Company and Group Companies shall provide release letter(s) in a form of Annex 12 issued to the benefit of the CEO and all members of the management board of the Group Companies, particularly stating that the Buyer, the Group Company and Group Companies do not have any claims against them and should any claims occur the CEO and the members of the management board of the Group Company are released from any liability in their capacity as CEO and members of the board of the Group Company for the actions taken by them before the Closing. For the avoidance of any doubt, the Parties hereby also acknowledge and confirm that such release letters issued to the benefit of the Seller 1 and the Seller 2 are purely related to: i) obligations of the Seller 1 acting as the CEO and member of the management board of the Company before Closing Date; ii) obligations of the Seller 2 acting as the member of the management board of the Company before Closing Date, and under no circumstances can be invoked by the Seller 1 or the Seller 2 to limit or waive Seller’s 1 or Seller’s 2 own liability under this Agreement; (j) the Sellers shall provide resignation letters in a form of Annex 13 as of the Closing Date of the following members of the management board of the Company stating that such members do not have any financial or other claims against the Company or Group Companies: (i) Axxx Xxxxxxx Xxxxxxx, (ii) Bxxxx Xxxxx Hxxxxx, and (iii) Sxxxx Xxxxxxxxxx; (k) the Sellers shall provide confirmations in a form of Annex 4 of (i) Vxxxxxx Xxxxx, as the CEO and member of the management board of the Company, and (ii) Lxxxx Xxxxxxxxx, as the member of the management board of the Company, stating that such members do not have any financial or other claims against the Company or Group Companies as of the Closing Date; (bl) delivery by Sellers of copies of resignation letters from the following persons or of a shareholders’ resolution removing the following persons from the supervisory board Buyer shall pay 75% of the total Management Option Shares issue price for the Management Option holders (to the extent the Company’s Management have exercised its Management Options) directly to the Company and shall deliver to the Sellers the copy of payment order, effective prior to or at Closing: (i) Dr. Nedim Cen as member of confirming that the supervisory board respective amount is credited in the bank account of the Company; (iim) Xx. Xxxxxxx X. Feldt as member the Buyer and the Management Option holders shall sign share purchase agreements in a form of Annex 17 with respect to sale and purchase of 50% of the supervisory board Management Option Shares (to the extent the Company’s Management have exercised its Management Options); (n) the Buyer shall pay 75% of the total InMotion Option Shares issue price for the Seller 4 directly to the Company and shall deliver to the Seller 4 the copy of payment order, confirming that the respective amount is credited in the bank account of the Company. Parties also agree that the part of the Base Purchase Price to be paid by the Buyer to the Seller 4 shall be reduced by the amount paid by the Buyer directly to the Company under this Section; (o) the Buyer shall, on behalf of the Sellers, pay the sum of the TGS Payments and the Quilty Analytics Payments Sellers directly to the Company and shall deliver to the Sellers the copy of payment order(s), confirming that the respective amount is credited in the bank account of the Company; and such payment shall be deemed to be a partial payment of the Base Purchase Price/the Purchase Price where the total amount is allocated as follows: (i) from the part of the Base Purchase Price to be paid by the Buyer to the Seller 1 shall be deducted: (i) 50% of the amount of the TGS Payments; and (ii) the amount of the Quilty Analytics Payments in proportion to the Seller’s 1 pro rata portion of the received Purchase Price; (ii) from the part of the Base Purchase Price to be paid by the Buyer to the Seller 2 shall be deducted : (i) 50% of the amount of the TGS Payments; and (ii) the amount of the Quilty Analytics Payments in proportion to the Seller’s 2 pro rata portion of the received Purchase Price; (iii) Mr. Michael El-Hillow as member from the part of the supervisory board Base Purchase Price to be paid by the Buyer to the Seller 3 shall be deducted : the amount of the CompanyQuilty Analytics Payments in proportion to the Seller’s 3 pro rata portion of the received Purchase Price; (iv) Xx. Xxxxx Xxxxxxx as member from the part of the supervisory board Base Purchase Price to be paid by the Buyer to the Seller 4 shall be deducted : the amount of the CompanyQuilty Analytics Payments in proportion to the Seller’s 4 pro rata portion of the received Purchase Price; (p) the Buyer shall pay the Base Purchase Price less the sum of the amounts of the Quilty Analytics Payments and the TGS Payments and 75% of the total InMotion Option Shares issue price to the Sellers and shall deliver to the Sellers the copy of payment order, confirming that the amount equal to the Base Purchase Price is credited in the bank accounts following instructions specified in Section 2.3.4; (q) the Sellers and the Buyer shall deliver written instructions in a form of Annex 14, which may be amended if the manager of securities account of shareholders of the Company deems it necessary, signed by the Sellers and the Buyer to the manager of securities account of shareholders of the Company together with one copy of this Agreement and shall deliver or sign in wet ink (if needed) or in any other form any other document requested by the manager of the securities accounts and shall cause the manager of securities account of shareholders of the Company to: (i) make entries in the securities accounts of the Sellers evidencing that the Sale Shares are transferred to the Buyer; (ii) open the securities accounts of the Buyer; (iii) make the entries in the securities account of the Buyer evidencing that the Buyer has acquired the Sale Shares on the Closing Date free of any Encumbrances; (iv) properly produce an extract from the Sellers’ securities account in the agreed form evidencing transfer of ownership right of the Sellers to the Sale Shares on the Closing Date; and (v) Xx. Xxxxx Xxxxxx as member of the supervisory board of the Company; and (vi) Mr. Xxxx Xxxxxxxx as member of the supervisory board of the Company; (c) delivery by Sellers of a copy of the shareholders’ resolution of the Company regarding the discharge from liability (Entlastung) of the persons in Section 4.4(b) for the fiscal year 2009 and the period from 1 January 2010 until the effectiveness of their resignation or, as the case may be removal as supervisory board members; (d) delivery by the Company of a confirmation by fax properly produce an extract from the CompanyBuyer’s bank that securities account in the debt referred to in Section 3.2(b) has been settled by Seller 3; (e) payment by Purchaser of agreed form evidencing the Purchase Price Buyer’s ownership right to the Sellers in cash; (f) payment of the Purchaser’s Cash Contribution less an amount equal to the amount of the Bank Debt that remains outstanding upon Closing, but in any case payment of not less than the portion of Purchaser’s Cash Contribution as described in Section 4.2(a)(iii) (sub-sentence (iii)) to the Company’s Bank Account; (g) [****] (the “Sellers’ Cash Contribution”)]; (h) payment by the Company in full of the Seller 3 Royalty Claims to the Seller 3 Bank Account; (i) delivery by the Company to Sellers and Purchaser of a confirmation by fax from the Company’s bank evidencing that the payment set forth in Section 4.4(f) has been credited to the Company’s Bank Account; (j) delivery by the Company to Sellers and Purchaser of a confirmation by fax from the Company’s bank evidencing that the Sellers’ Cash Contribution has been credited to the Company’s Bank Account; (k) delivery by Seller 3 of a fax confirmation from its bank that a payment in the amount of the Seller 3 Royalty Claims has been credited to the Seller 3 Bank Account; (l) at the request of Purchaser, either (i) execution by Sellers of an unconditional and irrevocable waiver of all their claims, including payment claims regarding the loan amount and any accrued interest, under the Shareholder Loans and any other claims of Sellers against the Company, but only if and to the extent as specified in Exhibit 4.4(l) (together the “Sellers’ Claims”), or (ii) sale, assignment and transfer of the Sellers’ Claims by Sellers to an Affiliate of Purchaser for a purchase price of [****]; (m) execution by Sellers and Purchaser of a share transfer agreement regarding the Sold Shares, substantially in the form as attached hereto as Exhibit 4.4(m) and transfer and delivery of Share Certificates by way of endorsement (Indossament) to Purchaser; (n) notification by Purchaser to the Company of the change of ownership in the Sold Shares, and entering of Purchaser in the Company’s share register; and (o) confirmation by the Parties in writing that the Closing Conditions have been fulfilled or waived, all actions to be taken Sale Shares on the Closing Date under this Section 4.4 and absence of any Encumbrance over the Sale Shares. (r) the Sellers and the Buyer shall sign a Closing Certificate in a form of Annex 15 confirming that the Closing has occurred. 5.2.2. The title to the Sale Shares shall be deemed irrevocably passed from the Sellers to the Buyer if all Closing Actions are completed. 5.2.3. It is being understood that all Closing Actions will be deemed to have been completed at the same time; but no Closing Action to be taken at the Closing and no document to be executed or delivered at the Closing shall be deemed taken, executed or delivered until all Closing Actions have been taken, executed and delivered. 5.2.4. The Closing shall not be deemed to have occurred until all Closing Actions have been completed or waived by the respective Party. 5.2.5. In the event the Closing has not occurred in accordance with the terms of the Agreement due to any reason without the fault of either Party by the Long Stop Date (e.g., CFIUS’s refusal to issue the approval provided that the Sellers and the Buyer (if the information about the Buyer is required) provided all the necessary documentation to CFIUS), then this Agreement may be terminated unilaterally by any Party with immediate effect on delivery of the written termination notice under the terms and that as a consequence thereof the Sold Shares have been transferred to Purchaser (the “Closing Confirmation”)conditions of Sections 10.2.1 and 10.2.

Closing Actions. On the Closing Date, the following actions have to be taken by the Parties, either jointly or separately, and Parties shall procure that the Company provides the respective documents, as the case may be, which shall be taken simultaneously (Zug um Zug): (a) delivery by Sellers to Purchaser of bank statements showing At the Cash of the Company as of the Closing Date; (b) delivery by Sellers of copies of resignation letters from the following persons or of a shareholders’ resolution removing the following persons from the supervisory board of the Company, effective prior to or at Closing: (i) Dr. Nedim Cen the BGC Parties shall: (A) pay (or cause to be paid) to the Partnership the BP Purchase Price in accordance with Section 2.1(a); (B) pay (or cause to be paid) to NewCo an aggregate amount in cash equal to the BGC Investment Purchase Price in accordance with Section 2.1(b); (C) deliver (or cause to be delivered) to the Partnership and Cantor a certificate duly executed by an authorized officer of BGC Partners, dated as of the Closing Date, to the effect that the conditions specified in Section 3.2(c)(i) and Section 3.2(c)(ii) have been satisfied; and (D) deliver (or cause to be delivered) to NewCo and Cantor counterparts of the NewCo Partnership Agreement, duly executed by each member of the supervisory board BGC Partners Group that will hold Series A Units as of the CompanyClosing; (ii) Xx. Xxxxxxx X. Feldt as member the Partnership shall deliver (or cause to be delivered): (A) to BGC Partners or its designated Subsidiary, the BP Units, free and clear of any Liens (other than Permitted Liens), which delivery shall be evidenced by delivering a transfer document reasonably acceptable to BGC Partners; (B) to the BGC Parties, a certificate duly executed by an authorized officer of the supervisory board Partnership, dated as of the CompanyClosing Date, to the effect that the conditions specified in Section 3.2(b)(i)(A) and Section 3.2(b)(ii)(A) have been satisfied; and (C) to BGC Partners, a certificate of non-foreign status of the Partnership, dated as of the Closing Date, substantially in the form of the sample certification set forth in Treasury Regulations Section 1.1445-2(b)(2)(iv)(B); (iii) Mr. Michael El-Hillow Cantor shall: (A) pay (or cause to be paid) to NewCo the Cantor Investment Purchase Price in accordance with Section 2.1(b); (B) deliver (or cause to be delivered) to the BGC Parties, a certificate duly executed by an authorized officer of Cantor, dated as of the Closing Date, to the effect that the conditions specified in Section 3.2(b)(i)(B) and Section 3.2(b)(ii)(B) have been satisfied; and (C) deliver (or cause to be delivered) to NewCo and BGC Partners counterparts of the NewCo Partnership Agreement, duly executed by each member of the supervisory board Cantor Group that will hold Series B Units as of the Company;Closing; and (iv) Xx. Xxxxx Xxxxxxx as member NewCo shall deliver (or cause to be delivered): (A) the New Purchased Units, to the Parties listed and in the amounts specified on Schedule I hereto, free and clear of any Liens (other than Permitted Liens), which delivery shall be evidenced by delivering counterparts of the supervisory board NewCo Partnership Agreement duly executed by each of the Company; (v) Xx. Xxxxx Xxxxxx as member of the supervisory board of the Company; and (vi) Mr. Xxxx Xxxxxxxx as member of the supervisory board of the Company; (c) delivery by Sellers of a copy of the shareholders’ resolution of the Company regarding the discharge from liability (Entlastung) of the persons in Section 4.4(b) for the fiscal year 2009 NewCo and the period from 1 January 2010 until the effectiveness of their resignation or, as the case may be removal as supervisory board members; (d) delivery by the Company of a confirmation by fax from the Company’s bank that the debt referred to in Section 3.2(b) has been settled by Seller 3; (e) payment by Purchaser of the Purchase Price to the Sellers in cash; (f) payment of the Purchaser’s Cash Contribution less an amount equal to the amount of the Bank Debt that remains outstanding upon Closing, but in any case payment of not less than the portion of Purchaser’s Cash Contribution as described in Section 4.2(a)(iii) (sub-sentence (iii)) to the Company’s Bank Account; (g) [****] (the “Sellers’ Cash Contribution”)]; (h) payment by the Company in full of the Seller 3 Royalty Claims to the Seller 3 Bank Account; (i) delivery by the Company to Sellers and Purchaser of a confirmation by fax from the Company’s bank evidencing that the payment set forth in Section 4.4(f) has been credited to the Company’s Bank Account; (j) delivery by the Company to Sellers and Purchaser of a confirmation by fax from the Company’s bank evidencing that the Sellers’ Cash Contribution has been credited to the Company’s Bank Account; (k) delivery by Seller 3 of a fax confirmation from its bank that a payment in the amount of the Seller 3 Royalty Claims has been credited to the Seller 3 Bank Account; (l) at the request of Purchaser, either (i) execution by Sellers of an unconditional and irrevocable waiver of all their claims, including payment claims regarding the loan amount and any accrued interest, under the Shareholder Loans and any other claims of Sellers against the Company, but only if and to the extent as specified in Exhibit 4.4(l) (together the “Sellers’ Claims”), or (ii) sale, assignment and transfer of the Sellers’ Claims by Sellers to an Affiliate of Purchaser for a purchase price of [****]; (m) execution by Sellers and Purchaser of a share transfer agreement regarding the Sold Shares, substantially in the form as attached hereto as Exhibit 4.4(m) and transfer and delivery of Share Certificates by way of endorsement (Indossament) to Purchaser; (n) notification by Purchaser to the Company of the change of ownership in the Sold Shares, and entering of Purchaser in the Company’s share register; and (o) confirmation by the Parties in writing that the Closing Conditions have been fulfilled or waived, all actions to be taken on the Closing Date under this Section 4.4 have been taken or waived in accordance with this Agreement and that as a consequence thereof the Sold Shares have been transferred to Purchaser (the “Closing Confirmation”)NewCo General Partner.

Closing Actions. On the Closing DateDays, the Parties shall take the following actions (such action collectively herein also referred to as the “Closing Actions” and each of them a “Closing Action”) in the following order: 7.3.1 On Closing Day I the Parties shall take the following Closing Actions (“Closing Actions I”): 7.3.1.1 Each Party shall submit to the other Parties evidence of the authority of each person executing a document or acting on its behalf regarding any Closing Action; and 7.3.1.2 the Sellers shall provide to the Purchaser evidence of the fulfillment of the Closing Conditions I set forth in Section 6.1.2; and 7.3.1.3 the Purchaser shall deliver to the Sellers written confirmation, such confirmation substantially in the form as set forth in Schedule 7.3.1.3, whether, as of the Closing Day I, the Purchaser is aware of any violation of the Sellers’ Warranties as set forth in Section 9 (it being understood that this statement shall have to no effect on the Sellers’ obligations and liabilities and shall not preclude the Covered Persons from taking any action, or enforcing any claim, under the Agreement and that it shall not be taken used by the PartiesSellers as a defence against any claim of the Covered Persons); and 7.3.1.4 the Sellers shall deliver to the Purchaser a written statement that all representations made in Section 9 are true, either jointly or separately, correct and Parties shall procure that complete as of the Company provides Closing Day I (regardless of whether the respective documentsstatement in Section 9 refers to the day hereof) or, as the case may be, which shall be taken simultaneously (Zug um Zug): (a) delivery by Sellers to Purchaser of bank statements showing the Cash of the Company list any discrepancies as of the Closing Date;Day I; and (b) delivery by 7.3.1.5 the Sellers of copies of resignation letters from shall deliver to the following persons or of Purchaser a shareholders’ resolution removing the following persons from the supervisory board photocopy of the Company, effective resolution of the shareholder’s meeting of the Company having taken place prior to or at Closing: (i) Dr. Nedim Cen as member on Closing Day I in which the shareholder’s meeting approves the split of the supervisory board of the Company; (ii) Xx. Xxxxxxx X. Feldt Shares as member of the supervisory board of the Company; (iii) Mr. Michael El-Hillow as member of the supervisory board of the Company; (iv) Xx. Xxxxx Xxxxxxx as member of the supervisory board of the Company; (v) Xx. Xxxxx Xxxxxx as member of the supervisory board of the Companystipulated in Sections 2.3 and 2.4; and (vi) Mr. Xxxx Xxxxxxxx as member of 7.3.1.6 the supervisory board of the Company; (c) delivery by Sellers of a copy of the shareholders’ resolution of the Company regarding the discharge from liability (Entlastung) of the persons in Section 4.4(b) for the fiscal year 2009 and the period from 1 January 2010 until the effectiveness of their resignation or, as the case may be removal as supervisory board members; (d) delivery by the Company of a confirmation by fax from the Company’s bank that the debt referred to in Section 3.2(b) has been settled by Seller 3; (e) payment by Purchaser of shall pay the Purchase Price I and the Preliminary Purchase Price II to the Sellers to be credited to the Sellers’ Bank Accounts in cash; (f) payment compliance with Section 4.4 and submit copies of the Purchaser’s Cash Contribution less an amount equal relevant transfer instructions to the amount of Sellers and the Bank Debt that remains outstanding upon Closing, but in any case payment of not less than the portion of Purchaser’s Cash Contribution as described in Section 4.2(a)(iii) (sub-sentence (iii)) Sellers shall deliver to the Company’s Bank Account; (g) [****] (Purchaser the “Sellers’ Cash Contribution”)]; (h) confirmation of due payment by the Company in full of the Seller 3 Royalty Claims to the Seller 3 Bank Account; (i) delivery by the Company to Sellers and Purchaser of a confirmation by fax from the Company’s bank evidencing that the payment as set forth in Section 4.4(f) has been 4.4. 7.3.2 On Closing Day II the Parties shall take the following Closing Actions (“Closing Actions II”): 7.3.2.1 Each Party shall submit to the other Parties evidence of the authority of each person executing a document or acting on its behalf regarding any Closing Action; and 7.3.2.2 the Purchaser shall pay the Purchase Price III to the Sellers to be credited to the Company’s Sellers’ Bank AccountAccounts in compliance with Section 4.4 and submit copies of the relevant transfer instructions to the Sellers and the Sellers shall deliver to the Purchaser the confirmation of due payment as set forth in Section 4.4; (j) delivery by 7.3.2.3 the Company to Sellers and Purchaser of a confirmation by fax from Parties shall execute the Company’s bank evidencing that the Sellers’ Cash Contribution has been credited to the Company’s Bank Account; (k) delivery by Seller 3 of a fax confirmation from its bank that a payment in the amount of the Seller 3 Royalty Claims has been credited to the Seller 3 Bank Account; (l) at the request of Purchaser, either (i) execution by Sellers of an unconditional and irrevocable waiver of all their claims, including payment claims regarding the loan amount and any accrued interest, under the Shareholder Loans and any other claims of Sellers against the Company, but only if and to the extent as specified in Exhibit 4.4(l) (together the “Sellers’ Claims”), or (ii) sale, assignment and transfer of the Sellers’ Claims by Sellers to an Affiliate of Purchaser for a purchase price of [****]; (m) execution by Sellers and Purchaser of a share transfer agreement regarding the Sold Shares, substantially Shares III in notarized form essentially in the form as attached hereto as Exhibit 4.4(m) and transfer and delivery of Share Certificates by way of endorsement (Indossament) to Purchaser; (n) notification by Purchaser to the Company of the change of ownership in the Sold Shares, and entering of Purchaser in the Company’s share register; and (o) confirmation by the Parties in writing that the Closing Conditions have been fulfilled or waived, all actions to be taken on the Closing Date under this Section 4.4 have been taken or waived in accordance with this Agreement and that as a consequence thereof the Sold Shares have been transferred to Purchaser (the “Closing Confirmation”)Schedule 7.3.2.3.

Closing Actions. On At the Closing Date, the following actions have to be taken by the Parties, either jointly or separately, and Parties shall procure that the Company provides the respective documents, as the case may be, which shall be taken simultaneously in the following sequence and in mutual interdependence from each other (Zug um Zug): (a) delivery by Sellers Seller shall present and deliver to Purchaser Buyer the following documents: (i) certificates representing the Shares, duly endorsed in blank; (ii) the unanimous resolution of bank statements showing the Cash Company’s board of directors consenting to the transfer of the Shares to Buyer and to the registration of Buyer as the sole shareholder of the Shares in the share register of the Company as of the Closing Date; (biii) the share register of the Company in which Buyer has been registered as holder of the Shares; (iv) an excerpt of the commercial register of the Canton of Zurich (or any equivalent official document) evidencing the signing authority of Seller’s signatories; (v) a resolution passed by Seller’s board of directors approving, and authorizing the execution, delivery by Sellers and performance of copies this Agreement on behalf of Seller; (vi) the resignation letters from as per the following persons or drafts attached hereto as Schedule 2.3(a)(vi) of a shareholders’ resolution removing the following persons from Persons listed therein (the supervisory “Resigning Directors”) as members of the board of directors of the Company, effective prior and a written confirmation, duly signed on behalf of Seller and the Company in form and substance satisfactory to Buyer, to the effect that all Closing Conditions have been fully satisfied or at Closingwaived by Seller, with the relevant documentary evidence, all as set forth in Section 7; (vii) evidence reasonably satisfactory to the Buyer that the Building Transfer Condition has been met (as defined in Section 6.7(b)); and (viii) evidence reasonably satisfactory to the Buyer that the Dividend Filings pursuant to Section 6.3(b) have been duly made, including, but not limited to, copies of the filed Forms 102 and 106 and the evidence of the mailing of same. (b) Following the actions by Seller set forth in the preceding Subsection, Buyer shall: (i) Dr. Nedim Cen as member of pay to Seller by wire transfer, to a bank account with a Swiss bank to be designated by Seller, the supervisory board of the CompanyPurchase Price in U.S. Dollars; (ii) Xx. Xxxxxxx X. Feldt as member deliver to Seller documentary evidence of the supervisory board of the Companycompleted wire transfer to Seller; (iii) Mr. Michael El-Hillow as member deliver to Seller an excerpt of the supervisory board commercial register (or any equivalent official document) evidencing the signing authority of the CompanyBuyer’s signatories; (iv) Xx. Xxxxx Xxxxxxx as member of the supervisory deliver to Seller a resolution passed by Buyer’s board of directors approving, and authorizing the Companyexecution, delivery and performance of this Agreement on behalf of Buyer; (v) Xx. Xxxxx Xxxxxx as member issue a written confirmation, duly signed on behalf of the supervisory board of the Company; and (vi) Mr. Xxxx Xxxxxxxx as member of the supervisory board of the Company; (c) delivery by Sellers of a copy of the shareholders’ resolution of the Company regarding the discharge from liability (Entlastung) of the persons Buyer in Section 4.4(b) for the fiscal year 2009 form and the period from 1 January 2010 until the effectiveness of their resignation orsubstance satisfactory to Seller, as the case may be removal as supervisory board members; (d) delivery by the Company of a confirmation by fax from the Company’s bank that the debt referred to in Section 3.2(b) has been settled by Seller 3; (e) payment by Purchaser of the Purchase Price to the Sellers in cash; (f) payment of effect that all Closing Conditions have been fully satisfied or waived by Buyer, with the Purchaser’s Cash Contribution less an amount equal to the amount of the Bank Debt that remains outstanding upon Closingrelevant documentary evidence, but in any case payment of not less than the portion of Purchaser’s Cash Contribution all as described in Section 4.2(a)(iii) (sub-sentence (iii)) to the Company’s Bank Account; (g) [****] (the “Sellers’ Cash Contribution”)]; (h) payment by the Company in full of the Seller 3 Royalty Claims to the Seller 3 Bank Account; (i) delivery by the Company to Sellers and Purchaser of a confirmation by fax from the Company’s bank evidencing that the payment set forth in Section 4.4(f) has been credited to the Company’s Bank Account; (j) delivery by the Company to Sellers and Purchaser of a confirmation by fax from the Company’s bank evidencing that the Sellers’ Cash Contribution has been credited to the Company’s Bank Account; (k) delivery by Seller 3 of a fax confirmation from its bank that a payment in the amount of the Seller 3 Royalty Claims has been credited to the Seller 3 Bank Account; (l) at the request of Purchaser, either (i) execution by Sellers of an unconditional and irrevocable waiver of all their claims, including payment claims regarding the loan amount and any accrued interest, under the Shareholder Loans and any other claims of Sellers against the Company, but only if and to the extent as specified in Exhibit 4.4(l) (together the “Sellers’ Claims”), or (ii) sale, assignment and transfer of the Sellers’ Claims by Sellers to an Affiliate of Purchaser for a purchase price of [****]; (m) execution by Sellers and Purchaser of a share transfer agreement regarding the Sold Shares, substantially in the form as attached hereto as Exhibit 4.4(m) and transfer and delivery of Share Certificates by way of endorsement (Indossament) to Purchaser; (n) notification by Purchaser to the Company of the change of ownership in the Sold Shares, and entering of Purchaser in the Company’s share register; and (o) confirmation by the Parties in writing that the Closing Conditions have been fulfilled or waived, all actions to be taken on the Closing Date under this Section 4.4 have been taken or waived in accordance with this Agreement and that as a consequence thereof the Sold Shares have been transferred to Purchaser (the “Closing Confirmation”)8.

Closing Actions. On Concurrently with and in exchange for the Closing Dateclosing actions of the other Party, the following closing actions have shall occur in the sequence of the alphabetic order of paragraphs (a) to be taken by the Parties, either jointly or separately, and Parties shall procure that the Company provides the respective documents, as the case may be, which shall be taken simultaneously (Zug um Zug):j) below: (a) delivery the Purchaser shall deliver evidence reasonably satisfactory to the Seller that, subject to Section 3.2, all Material Merger Control Clearances have been obtained or the respective waiting periods have expired without a reaction from the relevant competition authority in accordance with Section 3.1(a); (b) the Purchaser shall deliver evidence reasonably satisfactory to the Seller that, subject to Section 3.2, all Regulatory Filings and Approvals have been obtained, respectively made, in accordance with Section 3.1(b) (including the pre-approval from FOPI of the purchase of the Shares by Sellers the Purchaser); (c) the Purchaser shall pay to the Seller the Purchase Price in CHF by wire transfer, with value as of the Closing Date and for same day receipt, in immediately available funds to one or more bank accounts designated by the Seller in writing no later than by close of business (Zurich) on the 3rd (third) Business Day prior to the Closing Date; (d) the Seller shall deliver to the Purchaser the share certificates representing the Shares, duly endorsed in blank; (e) the Seller shall deliver to the Purchaser an extract of bank statements showing the Cash minutes of a resolution of the board of directors of the Company approving the transfer of the Shares to the Purchaser and the entry of the Purchaser in the share register of the Company as of the Closing Date; (bf) delivery by Sellers of copies of resignation letters from the following persons or of a shareholders’ resolution removing Seller shall deliver to the following persons from Purchaser the supervisory board of the Company, effective prior to or at Closing: (i) Dr. Nedim Cen as member of the supervisory board of the Company; (ii) Xx. Xxxxxxx X. Feldt as member of the supervisory board of the Company; (iii) Mr. Michael El-Hillow as member of the supervisory board of the Company; (iv) Xx. Xxxxx Xxxxxxx as member of the supervisory board of the Company; (v) Xx. Xxxxx Xxxxxx as member of the supervisory board of the Company; and (vi) Mr. Xxxx Xxxxxxxx as member of the supervisory board of the Company; (c) delivery by Sellers of a copy of the shareholders’ resolution share register of the Company regarding in which the discharge from liability (Entlastung) Purchaser is registered as the sole shareholder of the persons in Section 4.4(b) for the fiscal year 2009 and the period from 1 January 2010 until the effectiveness of their resignation or, Company as the case may be removal as supervisory board members; (d) delivery by the Company of a confirmation by fax from the Company’s bank that the debt referred to in Section 3.2(b) has been settled by Seller 3; (e) payment by Purchaser of the Purchase Price to the Sellers in cash; (f) payment of the Purchaser’s Cash Contribution less an amount equal to the amount of the Bank Debt that remains outstanding upon Closing, but in any case payment of not less than the portion of Purchaser’s Cash Contribution as described in Section 4.2(a)(iii) (sub-sentence (iii)) to the Company’s Bank AccountClosing Date; (g) [****] the Seller shall deliver to the Purchaser resignation letters of the members of the board of directors of the Company and of Winterthur Life as specified in Schedule 4.2(g), by which such persons (i) resign from such boards of directors (or other governing bodies, as applicable) and (ii) waive any rights and declare to have no claims towards any Business Entity of the “Sellers’ Cash Contribution”Winterthur Group in connection with their membership in the respective boards of directors (or other governing bodies, as applicable)]; (h) payment by the Company in full of the Seller 3 Royalty Claims Purchaser shall deliver to the Seller 3 Bank Accounta certified extract from the resolutions of the shareholders' meeting of the Company and of Winterthur Life substantially in the form attached hereto as Schedule 4.2(h) granting unconditional discharge to all former members of the board of directors of the Company, Winterthur Life and the Current Winterthur Group Executive Board in connection with their acts or omissions as directors and executive officers of the Company and of Winterthur Life during the period ending with the Closing Date; (i) delivery the Purchaser shall procure the full repayment on behalf of Finso, or cause Finso to fully repay, the Finso Loan to the Seller's Guernsey Branch by way of payment of (aa) the Principal Finso Loan Amount and the (bb) Accrued Finso Interest, in each case in GBP by wire transfer, with value as of the Closing Date and for same day receipt, in immediately available funds to a bank account designated by the Company to Sellers and Purchaser Seller in writing no later than by close of a confirmation by fax from business (Zurich) on the Company’s bank evidencing that the payment set forth in Section 4.4(f3rd (third) has been credited Business Day prior to the Company’s Bank Account;Closing Date; and (j) delivery by the Company Seller shall deliver to Sellers and the Purchaser of a confirmation by fax from the Company’s bank evidencing that the Sellers’ Cash Contribution has been credited to the Company’s Bank Account; (k) delivery by Seller 3 of a fax confirmation from its bank that a payment in the amount of the Seller 3 Royalty Claims has been credited to the Seller 3 Bank Account; (l) at the request of Purchaser, either (i) execution by Sellers of an unconditional and irrevocable waiver of all their claims, including payment claims regarding the loan amount and any accrued interest, under the Shareholder Loans and any other claims of Sellers against the Company, but only if and to the extent as specified in Exhibit 4.4(l) (together the “Sellers’ Claims”), or (ii) sale, assignment and transfer of the Sellers’ Claims by Sellers to an Affiliate of Purchaser for a purchase price of [****]; (m) execution by Sellers and Purchaser of a share transfer agreement regarding the Sold Shares, Seller's Guernsey Branch substantially in the form as attached hereto as Exhibit 4.4(mSchedule 4.2(j) and transfer and delivery of Share Certificates by way of endorsement (Indossament) to Purchaser; (n) notification by Purchaser confirming to the Company of and Finso that all amounts owed under the change of ownership Finso Loan and the Finso Guarantee, including the Principal Finso Loan Amount, the Accrued Finso Interest and all interest, break cost, fees, commission and any other amounts owed under the Finso Loan and the Finso Guarantee have been discharged in the Sold Shares, full and entering of Purchaser in the Company’s share register; and (o) confirmation by the Parties in writing that the Closing Conditions have been fulfilled or waivedCompany and Finso are fully and finally released from all obligations thereunder, all actions to be taken on the Closing Date under this Section 4.4 have been taken or waived in accordance with this Agreement and that as a consequence thereof the Sold Shares have been transferred to Purchaser (the “Closing Confirmation”)respectively.

Closing Actions. On the Scheduled Closing Date, the following actions have to be taken by Sellers and the Parties, either jointly or separately, and Parties shall procure that the Company provides the respective documents, Purchaser (as the case may be) shall, which shall in prompt succession (Zug-um-Zug), take, or cause to be taken simultaneously taken, the following actions as set forth in 7.2(a) to 7.2(k) in the sequence as set out below (Zug um Zugthe “Closing Actions”): (a) delivery by The Sellers shall deliver to the Purchaser of bank statements showing the Cash of the Company as of the Closing DateBring-Down Certificate; (b) delivery by The Purchaser shall pay an amount equal to the Purchase Price to the Sellers’ Bank Account; (c) The Purchaser shall pay the Closing Bank Repayment Amount on behalf of the relevant Group Companies into the Finance Parties’ Bank Account; (d) The Sellers and the Purchaser shall enter into the Share Transfer Instrument; (e) Seller 1 shall deliver the Shareholder Loan Termination Agreement to the Purchaser; (f) Seller 1 and the Purchaser shall enter into the Shareholder Loan Receivable Transfer Agreement; (g) The Sellers shall deliver to the Purchaser duly executed Advisory Board Resignation Letters for each of copies of resignation letters from Xx. Xxxxxxxx Xxxx, Xxxx Xxxxxxxxx and Xxxxxx Xxxxxx; (h) The Sellers shall deliver to the following persons or of a shareholders’ resolution removing the following persons from the supervisory board Purchaser duly executed Manager Resignation Letters for each of the Company, effective prior to or at Closing:’s Manager; (i) Dr. Nedim Cen as member of The Purchaser shall procure that the supervisory board of the CompanyShareholder’s Resolution Triple C Holding GmbH is passed; (iij) Xx. Xxxxxxx X. Feldt as member of The Purchaser shall pass the supervisory board of the Company; (iii) Mr. Michael El-Hillow as member of the supervisory board of the Company; (iv) Xx. Xxxxx Xxxxxxx as member of the supervisory board of the Company; (v) Xx. Xxxxx Xxxxxx as member of the supervisory board of the Shareholders’ Resolution Company; and (vik) Mr. Xxxx Xxxxxxxx as member of the supervisory board of the Company; (c) delivery by Sellers of a copy of the shareholders’ resolution of the Company regarding the discharge from liability (Entlastung) of the persons in Section 4.4(b) for the fiscal year 2009 and the period from 1 January 2010 until the effectiveness of their resignation or, as the case may be removal as supervisory board members; (d) delivery by the Company of a confirmation by fax from the Company’s bank The Purchaser shall procure that the debt referred to in Section 3.2(b) has been settled by Seller 3; (e) payment by Purchaser of the Purchase Price to the Sellers in cash; (f) payment of the PurchaserShareholder’s Cash Contribution less an amount equal to the amount of the Bank Debt that remains outstanding upon Closing, but in any case payment of not less than the portion of Purchaser’s Cash Contribution as described in Section 4.2(a)(iii) (sub-sentence (iii)) to the Company’s Bank Account; (g) [****] (the “Sellers’ Cash Contribution”)]; (h) payment by the Company in full of the Seller 3 Royalty Claims to the Seller 3 Bank Account; (i) delivery by the Company to Sellers and Purchaser of a confirmation by fax from the Company’s bank evidencing that the payment set forth in Section 4.4(f) has been credited to the Company’s Bank Account; (j) delivery by the Company to Sellers and Purchaser of a confirmation by fax from the Company’s bank evidencing that the Sellers’ Cash Contribution has been credited to the Company’s Bank Account; (k) delivery by Seller 3 of a fax confirmation from its bank that a payment in the amount of the Seller 3 Royalty Claims has been credited to the Seller 3 Bank Account; (l) at the request of Purchaser, either (i) execution by Sellers of an unconditional and irrevocable waiver of all their claims, including payment claims regarding the loan amount and any accrued interest, under the Shareholder Loans and any other claims of Sellers against the Company, but only if and to the extent as specified in Exhibit 4.4(l) (together the “Sellers’ Claims”), or (ii) sale, assignment and transfer of the Sellers’ Claims by Sellers to an Affiliate of Purchaser for a purchase price of [****]; (m) execution by Sellers and Purchaser of a share transfer agreement regarding the Sold Shares, substantially in the form as attached hereto as Exhibit 4.4(m) and transfer and delivery of Share Certificates by way of endorsement (Indossament) to Purchaser; (n) notification by Purchaser to the Company of the change of ownership in the Sold Shares, and entering of Purchaser in the Company’s share register; and (o) confirmation by the Parties in writing that the Closing Conditions have been fulfilled or waived, all actions to be taken on the Closing Date under this Section 4.4 have been taken or waived in accordance with this Agreement and that as a consequence thereof the Sold Shares have been transferred to Purchaser (the “Closing Confirmation”)Resolution Group Companies are passed.