Common use of Closing Actions Clause in Contracts

Closing Actions. On the Closing Date, upon satisfaction or waiver of the conditions to Closing set forth in Sections 8.1 and 8.2, the following shall occur: (i) The Buyer shall pay the Closing Consideration to the Sellers by wire transfer of immediately available funds and, subject to receipt of the Closing Consideration, the Sellers shall deliver to the Buyer, duly signed and executed share transfer forms for transfer of the Company Common Shares to the Buyer as well as the original share certificates duly endorsed pertaining to all of the Company Common Shares, free and clear of all Liens, other than restrictions of general applicability under applicable securities Laws or ownership Laws of India, including in respect of foreign ownership. (ii) The Sellers, the Company and the Buyer shall complete and deliver necessary forms and documents in respect of the Company Common Shares including Form FC-TRS, consent letters, undertakings and other documents required to be submitted pursuant to the Form FC-TRS, file the aforementioned documents with the concerned authorized dealer and the Company shall procure the requisite endorsement on the Form FC-TRS pursuant to applicable Law. Thereafter, a complete set of the Form FC-TRS, duly endorsed, shall be handed over to the Board of Directors of the Company (the “Board of Directors”) for its necessary action pursuant to clause (iii) below. (iii) The Company shall cause a meeting of the Board of Directors at which the Board of Directors shall take note of, approve and register the transfer of the Company Common Shares from the Sellers to the Buyer and authorize relevant persons for carrying out relevant notings/changes in all the corporate records of the Company, including the register of members to reflect the Buyer as the legal and beneficial owner of the Company Common Shares. (iv) The Sellers shall deliver or ensure the delivery of the following documents to the Buyer: A. duly stamped equity share certificates endorsed in favor of the Buyer in respect of the Company Common Shares;

Closing Actions. The Parties acknowledge and agree that it is a requirement for the sale and purchase of the Shares to be completed that all of the below actions to be carried out at Closing. (i) The Parties shall grant before the Notary a public deed (escritura cero) regulating among other things the effectiveness of the Transaction based on receipt of the Purchase Price; (ii) The Parties shall grant before the Notary a public deed pursuant to which (i) the Parties formalize (elevación a público) this Agreement into public deed, (ii) Seller acknowledges receipt the Purchase Price, and (iii) Seller transfers ownership and delivers the Redmas Ventures Shares to Buyer and Buyer, in turn, acquires and receives the Redmas Ventures Shares from Seller (the “Public Deed”); (iii) Seller shall sign and deliver, or cause to be delivered, to Buyer the following items with respect to the Redmas Ventures Shares: (A) original public deed titles of ownership of Seller with respect to the Redmas Ventures Shares for the Notary to record in said titles the transfer of the Redmas Ventures Shares to Buyer; (B) powers of attorney sufficient for the execution of this Agreement and any other Ancillary Agreement; (C) a certificate of one of the Joint and Several Directors of Redmas Ventures (with his signature duly notarized), in form and substance reasonably satisfactory to Buyer and for its inclusion in the Public Deed, certifying with reference to Redmas Ventures Registry Book of Shareholders (Libro Registro de Socios) (A) the ownership of the Redmas Ventures Shares, (B) that the Redmas Ventures Shares are free from any Liens, and (C) that all requirements for the transfer of the Redmas Ventures Shares to Buyer set forth by Law, the Company’s bylaws and any relevant agreement have been duly complied with; and (D) the transfer of the Redmas Ventures Shares shall be recorded in Redmas Ventures Registry Book of Shareholders. (E) Buyer shall provide Seller at the Closing with evidence of approval by Xxxxx of the purchase of Redmas Ventures Shares pursuant to Spanish Companies Law. (F) Prior to Closing, Seller shall execute all necessary agreements, documents deeds and ancillary documents required from a Spanish law perspective in order for Buyer to assign the rights and obligations to purchase the Redmas Shares to Httpool Holdings UK Ltd., or other applicable Affiliate, as the Buyer shall indicate and pursuant to Section ‎9.3 of this Agreement. (iv) Seller shall sign and deliver, or cause to be delivered, to Buyer the following items with respect to the MediaDonuts Shares: (A) a copy of: (I) the existing share certificates in respect of the MediaDonuts Shares or if any of the share certificates have been lost, stolen or destroyed, a duly executed indemnity in respect of the applicable share certificates, (II) the share transfer form in respect of the MediaDonuts Shares duly executed by Seller in favor of Buyer; and (B) a copy of the duly signed board resolution of MediaDonuts approving (A) the transfer of the MediaDonuts Shares and the entry of Buyer into the electronic register of members of MediaDonuts; (B) the issuance of the new share certificate in the name of Buyer in respect of the MediaDonuts Shares; (C) the resignations referred to in Section ‎3.2‎(a)(i)(A); and (D) such other business as Buyer shall reasonably require. (v) On the Closing Date, upon satisfaction or waiver of the conditions to Closing set forth in Sections 8.1 and 8.2, the following shall occur: (i) The Buyer shall pay the Closing Consideration to the Sellers by wire transfer of immediately available funds and, subject to receipt of the Closing Consideration, the Sellers shall deliver to Seller the Buyer, duly signed and executed share transfer forms for transfer of the Company Common Shares to the Buyer as well as the original share certificates duly endorsed pertaining to all of the Company Common Shares, free and clear of all Liens, other than restrictions of general applicability under applicable securities Laws or ownership Laws of India, including Purchase Price in respect of foreign ownership. (ii) The Sellers, the Company and the Buyer shall complete and deliver necessary forms and documents in respect of the Company Common Shares including Form FC-TRS, consent letters, undertakings and other documents required to be submitted pursuant to the Form FC-TRS, file the aforementioned documents accordance with the concerned authorized dealer provisions of Section 2 hereof and the Company shall pay or procure the requisite endorsement on the Form FC-TRS pursuant payment to applicable Law. Thereafter, a complete set of the Form FC-TRS, duly endorsed, shall be handed over to the Board of Directors of the Company (the “Board of Directors”) IRAS for its necessary action pursuant to clause (iii) below. (iii) The Company shall cause a meeting of the Board of Directors at which the Board of Directors shall take note of, approve and register stamp duty in connection with the transfer of the Company Common MediaDonuts Shares from Seller to Buyer. (vi) Buyer shall coordinate with the Sellers corporate secretarial agent of MediaDonuts to make the relevant filings with ACRA to evidence the removal of the Seller Appointees from the board of MediaDonuts and the transfer of the MediaDonuts Shares from Seller to Buyer and authorize relevant persons for carrying out relevant notings/changes in all deliver to Seller: (A) the corporate records of the Company, including the updated electronic register of members to reflect the of MediaDonuts reflecting Buyer as the legal and beneficial owner holder of the Company Common MediaDonuts Shares; and (B) the updated electronic register of directors of MediaDonuts evidencing the removal of the Seller Appointees from the board of MediaDonuts. (ivvii) The Sellers On the Closing Date, Buyer shall deliver or ensure to Seller a Release and Termination Agreement (the delivery “MediaDonuts Release”) with respect to the MediaDonuts Earn-out Agreement, in the form attached hereto as Exhibit D, duly executed by each of the following documents MediaDonuts Founders and Xxx Xxxxxx Xxxxx in his capacity as the Seller Representative under the MediaDonuts Earn-out Agreement. (viii) On the Closing Date, Seller shall deliver stock transfer agreements with respect to the Buyer: A. duly stamped equity share certificates endorsed all shares held by Seller in each of (A) Entravision S.A., a company organized in Paraguay, (B) Entravision Bolvia, S.R.L, a company organized in Bolivia, (C) Entravision Guatemala Digital S.A., a company organized in Guatemala, (D) Entravision El Salvador, S.A. de C.V., a company organized in El Salvador and (E) Inversiones El Cisne, S.R.L., a company organized in The Dominican Republic, in favor of Buyer or an Affiliate of Buyer designated by Buyer. (ix) On the Closing Date, each of Buyer and Seller shall execute and deliver to the other Party an IT Transition Services Agreement in respect substantially the form attached hereto as Exhibit E. (x) On the Closing Date, Seller shall deliver to Buyer electronic copies of the Company Common Shares;minutes books of each of the Acquired Companies then in Seller’s possession.

Closing Actions. On At the Closing, notwithstanding other actions at Closing Date, upon satisfaction or waiver that may be contemplated in other provisions of the conditions to Closing set forth in Sections 8.1 and 8.2this Agreement, the following actions shall occurbe taken (for the avoidance of doubt, each of HSBC I, HSBC II and IFC shall only take such action and deliver such documents as are applicable to each such entity as a XXX Spain shareholder): (I) Closing actions in connection with XXX Spain: (ia) The Buyer Each of the Sellers and the Majority Purchaser shall pay the Closing Consideration provide to each other (and also to the Sellers by wire transfer Spanish public notary) the public deeds formalizing the powers of immediately available funds and, subject attorney that are sufficient to receipt of carry out all the Closing Consideration, the Sellers shall deliver to the Buyer, duly signed and executed share transfer forms for transfer of the Company Common Shares to the Buyer as well as the original share certificates duly endorsed pertaining to all of the Company Common Shares, free and clear of all Liens, other than restrictions of general applicability under applicable securities Laws or ownership Laws of India, including in respect of foreign ownershipactions at Closing. (iib) The SellersPurchasers which are Spanish legal entities shall provide the shareholders’ resolutions approving the transaction in the framework of this Agreement, especially for the Company purpose of Article 160.f) of the Spanish Capital Corporations Act. (c) Each of the Sellers which are legal entities shall provide to the Purchasers a copy of their relevant corporate resolutions approving the transactions contemplated hereby and the Buyer execution of this Agreement and related documents. (d) The Purchasers shall complete and deliver necessary forms and documents in respect of receive a certificate from the Company Common Shares including Form FC-TRS, consent letters, undertakings and other documents required to be submitted pursuant to the Form FC-TRS, file the aforementioned documents with the concerned authorized dealer and the Company shall procure the requisite endorsement on the Form FC-TRS pursuant to applicable Law. Thereafter, a complete set of the Form FC-TRS, duly endorsed, shall be handed over to the Board of Directors Secretary of the Company (Secretario del Consejo) certifying that the “Board of Directors”) XXX Spain Interests are freely transferable and have no encumbrances or charges and all the requirements set by the Spanish Capital Corporations Act and by the Company’s bylaws have been complied with for its necessary action pursuant to clause (iii) below. (iii) The Company shall cause a meeting of the Board of Directors at which the Board of Directors shall take note of, approve and register the transfer of the Company Common Shares from the Sellers to the Buyer and authorize relevant persons for carrying out relevant notings/changes in all the corporate records of the Company, including the register of members to reflect the Buyer as the legal and beneficial owner of the Company Common SharesXXX Spain Interests. (ive) The Each of the Sellers shall exhibit to the Majority Purchaser (and also to the Spanish public notary as regards XXX Spain) their respective legal titles (escrituras) to the XXX Spain Interests and shall deliver or ensure their respective nominative titles (títulos nominativos) representing the delivery XXX Spain Interests being sold and transferred, as prove of their respective ownership of the following documents XXX Spain Interests. (f) Each of the Sellers and the Majority Purchaser shall grant the Spanish public transfer deed whereby (i) this Agreement shall be notarized; (ii) subject to the Buyer: A. duly stamped equity share certificates endorsed in favor simultaneous release and termination of the Buyer in respect Pledge, the XXX Spain Interests shall be transferred to the Majority Purchaser; and (iii) acknowledgment of receipt of its applicable portion of the Company Common Shares;Closing Cash Payment shall be granted.

Closing Actions. On the Closing Date(a) In accordance with Section 2.5(e), upon satisfaction or waiver of the conditions to Closing set forth in Sections 8.1 and 8.2, Purchaser shall make the following shall occurpayments: (i) The Buyer shall pay the Closing Consideration to Sellers, an amount equal to the Sellers by wire transfer of immediately available funds andPurchase Price minus the Indemnity Escrow Amount; (ii) to People’s United Bank, subject to receipt National Association, as escrow agent of the Closing Considerationparties hereto (the “Escrow Agent”), an amount equal to the Sellers Indemnity Escrow Amount, to be held in escrow and invested by the Escrow Agent in accordance with the terms of an Escrow Agreement in a form reasonably acceptable to the parties hereto (the “Escrow Agreement”). (b) At the Closing, Seller Parent shall deliver to Purchaser all proper and necessary instruments for the Buyerconveyance of all of Seller Parent’s right, duly signed title and executed share transfer forms for transfer of the Company Common Shares interest in, to the Buyer as well as the original share certificates duly endorsed pertaining to and under all of the Company Common SharesInterests, free and clear subject to the retention of all Liensthe Retained Company Assets, other than restrictions held or owned by Seller Parent as of general applicability under applicable securities Laws the Closing. (c) At the Closing, Seller Parent, Xxxx Markets and/or Thomaston Land, as applicable, shall deliver, or ownership Laws cause to be delivered, to Purchaser each of India, including the following: (i) a xxxx of sale in respect the form attached hereto as Exhibit A (the “Xxxx of foreign ownership.Sale”) duly executed by Xxxx Markets transferring the tangible Personal Property included in the Transferred Assets; (ii) The Sellers, with respect to each parcel of owned Real Property included in the Company and the Buyer shall complete and deliver necessary forms and documents in respect of the Company Common Shares including Form FC-TRS, consent letters, undertakings and other documents required to be submitted pursuant to the Form FC-TRS, file the aforementioned documents with the concerned authorized dealer and the Company shall procure the requisite endorsement on the Form FC-TRS pursuant to applicable Law. ThereafterTransferred Assets, a complete set deed of the Form FC-TRSspecial warranty in form and substance satisfactory to Purchaser (each, a “Deed”), duly endorsed, shall be handed over to executed and notarized by the Board of Directors of the Company (the “Board of Directors”) for its necessary action pursuant to clause (iii) below.applicable Seller; (iii) The Company shall cause a meeting of with respect to each Deed, real property transfer tax returns, duly executed and notarized by the Board of Directors at which the Board of Directors shall take note of, approve and register the transfer of the Company Common Shares from the Sellers to the Buyer and authorize relevant persons for carrying out relevant notings/changes in all the corporate records of the Company, including the register of members to reflect the Buyer as the legal and beneficial owner of the Company Common Shares.applicable Seller; (iv) The Sellers with respect to that certain Leased Real Property leased by Thomaston Land, an Assignment and Assumption of Lease in the form attached hereto as Exhibit B (each, an “Assignment and Assumption of Lease”), duly executed by Thomaston Land; (v) the Escrow Agreement, duly executed by Seller Parent; (vi) the Transition License Agreement, duly executed by Seller Parent; (vii) the Transition Services Agreement, duly executed by the relevant parties; and (viii) such other customary instruments of transfer (including motor vehicle registrations), assumption, filings or documents, in form and substance reasonably satisfactory to Purchaser, as may be required to give effect to this Agreement. (d) At the Closing, Purchaser shall deliver or ensure the delivery to Sellers each of the following documents to the Buyerfollowing: A. (i) the Assignment and Assumption of Lease, duly stamped equity share certificates endorsed executed by Purchaser; (ii) the Escrow Agreement, duly executed by Purchaser; (iii) the Transition License Agreement, duly executed by Purchaser; (iv) the Transition Services Agreement, duly executed by Purchaser; and (v) such other customary instruments of transfer (including motor vehicle registrations), assumption, filings or documents, in favor of the Buyer in respect of the Company Common Shares;form and substance reasonably satisfactory to Sellers, as may be required to give effect to this Agreement.

Closing Actions. On At the Closing, notwithstanding other actions at Closing that may be contemplated in other provisions of this Agreement, the following actions shall be taken: (I) Closing actions in connection with Belatrix Spain: (a) The Sellers and the Majority Purchaser shall provide to each other (and also to the Spanish public notary) the public deeds formalizing the powers of attorney that are sufficient to carry out all the actions on Closing. (b) The Purchasers which are Spanish legal entities shall provide the shareholders’ resolutions approving the transaction in the framework of this Agreement, especially for the purpose of Article 160.f) of the Spanish Capital Corporations Act. (c) The Sellers shall exhibit to the Majority Purchaser (and also to the Spanish public notary as regards Belatrix Spain) the legal titles (escrituras) to the Belatrix Spain Interests and shall deliver the nominative titles (títulos nominativos) representing the Belatrix Spain Interests being sold and transferred, as prove of their ownership of the Belatrix Spain Interests. (d) The Sellers and the Majority Purchaser shall grant the Spanish public transfer deed whereby (i) this Agreement shall be notarized; (ii) the Belatrix Spain Interests shall be transferred to the Majority Purchaser; and (iii) acknowledgment of receipt of the Closing Payment shall be granted. (e) The Parties shall instruct the Spanish public notary to annotate the transfer of the Belatrix Spain Interests in the legal titles (escrituras) of those Equity Interests. (f) A general shareholders’ meeting of the Company shall be held by the Majority Purchaser in order to acknowledge the resignation of the relevant directors of the Company and to appoint new director(s) in substitution thereof as well as to revoke any powers of attorney granted prior to Closing to act on behalf of the Company. The minutes (actas) and certificates formalizing these corporate resolutions shall (i) approve the management of the resigning directors up to the Closing, and (ii) thank for their services rendered to the Company thus far and (iii) state that no claim will be brought against the resigning directors, except of in the event of willful misconduct, for their performance as directors of the Company. (g) The Parties shall instruct the Spanish public notary to file with the Commercial Registry in electronic form, on the Closing, the abovementioned corporate resolutions concerning the Company. (h) The newly appointed management body of the Company shall formalize a public deed regarding the declaration of sole shareholder of the Company. (i) The Majority Purchaser shall formalize a public deed regarding the declaration of the ultimate beneficial owner (titular real) of the Majority Purchaser to comply with the Anti-Money Laundering and Counter Terrorist Financing Law 10/2010 of April 28, 2010, in relation to Royal Decree 304/2014 of May 5, 2014 approving the Regulations on that Law. (j) The Company’s management body shall register the transfer of the Belatrix Spain Interests in the Company’s nominative shares book. (k) Globant shall receive a certificate from the Secretary of the Company (Secretario del Consejo) certifying that the Belatrix Spain Interests are freely transferable and have no encumbrances or charges and all the requirements set by the Spanish Capital Corporations Act and by the Company’s bylaws have been complied with for the transfer of the Belatrix Spain Interests. (II) Closing actions in connection with the transaction as a whole: (a) Globant shall make payment of the Closing Payment to the Sellers, in the manner contemplated in Section 1.3.(a) above and adjusted as set forth in Section 1.5., and shall be paid in the manner described in an instruction in the form of a flow of funds memo to be sent by the Sellers to Globant at least four (4) Business Days prior to Closing. Upon accreditation of the Closing Payment in the respective accounts, the Sellers shall deliver to Globant a duly executed acknowledgement confirming receipt of the Closing Payment. Regarding the Belatrix Spain Interests the acknowledgment confirming receipt of the Closing Payment shall be granted in the Spanish transfer deed as set out in section 3.2(I)(d) above. It is expressly agreed that the amounts corresponding to the Closing Payment, the Escrow Base Amount, the Escrow Additional Amounts or any amounts payable by the Purchasers hereunder may be funded and paid indistinctly by either Globant I or Globant II or in such proportions as Globant may determine. (b) Each of the Sellers shall execute and deliver to Globant any and all documents in form and substance satisfactory to Globant, such that as on the Closing Date, upon satisfaction the Sellers shall have sold, transferred and assigned the Purchased Interests to Globant, and Globant will collectively , directly and/or through the Company, own one hundred percent (100%), and not less than one hundred percent (100%), of the Belatrix Spain Interests, the Belatrix Colombia Interests, the Belatrix US Interests, the Belatrix Services Interests, the Belatrix Argentina Interests and the Belatrix Peru Interests, free and clear of any Liens. The direct transfer of the Belatrix Spain Interests (and indirect transfer of the Belatrix Colombia Interests, the Belatrix US Interests and the Belatrix Services Interests) shall be formalized by means of the Spanish transfer deed as set out in section 3.2(I)(d) above. (c) Each of the Sellers and any other Person directly or indirectly appointed by the Sellers shall withdraw as directors and officers of the Company and the Subsidiaries. Each outgoing officer and director of the Company and the Subsidiaries (the “Outgoing Officers and Directors”) shall deliver a resignation, release and a waiver of claims for fees (except for the conditions aggregate amount of USD 12,064 owned by Belatrix Argentina to Closing set forth the Sellers), labor and any other dues whatsoever, and their resignation from any appointment as attorney-in-fact issued by the Company and the Subsidiaries satisfactory to Globant. In relation to the Company and in Sections 8.1 and 8.2accordance to Spanish law, the attorney-in-fact will not resign to his appointment but rather, his powers of attorney will be revoked by means of the resolutions to be drafted and executed by the Majority Purchaser before the Spanish notary as set out in clause section 3.2(I)(f) above. (d) As applicable, and subject to the Closing actions in connection with Belatrix Spain described in section 3.2(I) above, the Company and the Subsidiaries shall hold meetings of their shareholders and/or board of directors and/or executive board, as applicable (or act by unanimous written consent, if permitted), wherein resolutions to take the following actions shall occurbe duly adopted: (i) The Buyer appointment of such persons as Globant may nominate as directors and officers of the Company and the Subsidiaries; (ii) Accept and record the resignations of the Outgoing Officers and Directors; (iii) To the extent required under applicable Laws, endorse the Belatrix Peru Interests and issue new certificates representing the same, on the name of Globant I or Globant II, as applicable; and (iv) Take, as promptly as practicable, all such other actions as may be required to be undertaken by the Company and the Subsidiaries under their Organizational Documents or by any applicable Law for the time being in force, to give effect to the transaction contemplated hereby, including by way of making appropriate entries in the statutory registers or stock ledger of the Company and the Subsidiaries and making any filings with any Companies Registry or similar authority in each applicable jurisdiction. (e) The Sellers shall pay execute and deliver to Globant a certificate stating that, as of the Closing Consideration Date, (a) each of the representations and warranties of the Sellers set forth in ARTICLE 5 of this Agreement remain true and correct in all respects on and as of the Closing Date (except to the extent such representations and warranties speak expressly as of an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) as though made on and as of such date; (b) the obligations contained in this Agreement to be performed or complied by Sellers on or prior to the Closing Date, shall have been performed or duly complied with in all material respects; and (c) the conditions set forth in Section 4.2.(c), 4.2.(d), 4.2.(e) and 4.2.(g) have been complied. (f) The Purchasers shall execute and deliver to the Sellers by wire transfer of immediately available funds anda certificate stating that, subject to receipt as of the Closing ConsiderationDate, (a) each of the representations and warranties of the Purchasers set forth in ARTICLE 6 of this Agreement remain true and correct in all respects on and as of the Closing Date (except to the extent such representations and warranties expressly speak as of an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) as though made on and as of such date; and (b) the obligations contained in this Agreement to be performed or complied by Purchasers on or prior to the Closing Date, shall have been performed or duly complied with in all material respects. (g) The Sellers and the Minority Purchaser shall execute the Belatrix Argentina Purchase Agreement, in form and substance reasonably satisfactory to the Sellers and the Minority Purchaser. (h) The Sellers and Globant II shall execute the Belatrix Peru Purchase Agreement, in form and substance reasonably satisfactory to the Sellers and the Minority Purchaser, and in compliance with the terms of the Belatrix Peru bylaws and Peruvian corporate laws. (i) The Sellers shall deliver to the Buyer(a) Belatrix Argentina (with a copy to Globant) notices of transfer, duly signed executed by Sellers, in accordance with section 215 of the Argentine Companies Law 19,550 as amended (the “ACL”), dated as of the Closing Date and executed share transfer forms addressed to the respective board of directors of Belatrix Argentina, necessary for the registration on the books and records of Belatrix Argentina of the transfer of the Company Common Shares Belatrix Argentina Minority Interests to the Buyer as well as the original share certificates duly endorsed pertaining to all of the Company Common SharesGlobant II, free and clear of all Liens; and (b) Belatrix Peru (with a copy to Globant) notices of transfer, other than restrictions duly executed by Sellers, dated as of general applicability the Closing Date and addressed to the respective board of directors of Belatrix Peru, necessary for the registration on the books and records of Belatrix Peru of the transfer of the Belatrix Peru Minority Interests to Globant II, free and clear of all Liens. (j) The register of members, stock ledger or similar registry of the Company and the Subsidiaries shall be updated under applicable securities Laws or ownership Laws Law to reflect (i) Globant I as the sole owner of Indiathe Belatrix Spain Interests, including in respect and (ii) Globant II as shareholder of foreign ownershipBelatrix Argentina and Belatrix Peru, and together with the Company as the exclusive and only shareholders of Belatrix Argentina and Belatrix Peru. (k) The Sellers shall make available at the Companies’ corresponding offices to Globant: (i) all original and signed documents and contracts, all information and details of the Company and the Subsidiaries’ bank accounts, checkbooks, digital certificates and passwords; (ii) The Sellersall other files, papers, books (including stock books, minutes books, shareholders’ registries and stock ledgers), statutory documents and records as may be inter alia maintained under applicable Laws related to the Company and the Buyer shall complete and deliver necessary forms and documents Subsidiaries as may be in respect of the Company Common Shares including Form FC-TRS, consent letters, undertakings and other documents required to be submitted pursuant to the Form FC-TRS, file the aforementioned documents with the concerned authorized dealer and the Company shall procure the requisite endorsement on the Form FC-TRS pursuant to applicable Law. Thereafter, a complete set of the Form FC-TRS, duly endorsed, shall be handed over to the Board of Directors of the Company (the “Board of Directors”) for its necessary action pursuant to clause (iii) below.their possession; and (iii) The Company shall cause a meeting of the Board of Directors at which the Board of Directors shall take note of, approve and register the transfer of the Company Common Shares from the Sellers all documents relating to the Buyer Intellectual Property rights and authorize relevant persons for carrying out relevant notings/changes in all the corporate records confidential information of the Company, including without retaining any copies thereof; and shall also deliver any other property belonging to the register of members to reflect Company which may be in the Buyer as the legal and beneficial owner possession of the Company Common SharesSellers or any nominee or Affiliate of the Sellers. (ivl) Each of the Sellers shall execute an Employment Agreement in substantially the form set forth in Exhibit 3.2.(l), and any other customary employment documentation (including Globant’s standard non-disclosure agreements and in the case of AHR, as employee of Belatrix US, also an arbitration agreement) granting in their favor the necessary faculties to manage, supervise and direct the Business of Company as specified in Section 1.7. (m) The Sellers shall deliver execute the Subscription Agreement, in the form set forth in Exhibit 1.3.(d). (n) The Sellers and the Purchasers shall execute the Escrow Agreement, in substantially the form set forth in Exhibit 3.2.(n) (the “Escrow Agreement”). (o) The Sellers and the Purchasers shall execute and deliver, or ensure the delivery of the following documents cause to the Buyer: A. duly stamped equity share certificates endorsed in favor of the Buyer in respect of be executed and delivered by the Company Common Shares;and the Subsidiaries, such other agreements, consents, documents, instruments and writings as are reasonably required to be delivered by them or the Companies and the Subsidiaries pursuant to this Agreement or otherwise reasonably required to consummate the transactions contemplated hereby.

Closing Actions. On At Closing the Sellers and the Purchaser shall simultaneously (Zug-um-Zug) take the following actions (“Closing Date, upon satisfaction or waiver Actions”): (a) the Sellers shall deliver the Bring Down of Disclosures to the Purchaser; (b) the Sellers shall confirm that no Material Adverse Change has occurred by providing the Purchaser with a written confirmation issued by the management of the conditions to Closing set forth in Sections 8.1 and 8.2, Company; (c) the following Purchaser shall occurpay: (i) The Buyer shall pay the Closing Consideration Loan Notes Redemption Amount to Meridian's bank account specified in the Sellers by wire transfer of immediately available funds and, subject to receipt of the Closing Consideration, the Sellers shall deliver to the Buyer, duly signed and executed share transfer forms for transfer of the Company Common Shares to the Buyer as well as the original share certificates duly endorsed pertaining to all of the Company Common Shares, free and clear of all Liens, other than restrictions of general applicability under applicable securities Laws or ownership Laws of India, including in respect of foreign ownership.Loan Notes Release Letter; (ii) The Sellers, the Company and the Buyer shall complete and deliver necessary forms and documents in respect of the Company Common Shares including Form FC-TRS, consent letters, undertakings and other documents required to be submitted pursuant Stock Option Settlement Payment to the Form FC-TRS, file the aforementioned documents with the concerned authorized dealer and the Company shall procure the requisite endorsement on the Form FC-TRS pursuant to applicable Law. Thereafter, a complete set of the Form FC-TRS, duly endorsed, shall be handed over to the Board of Directors of the Company (the “Board of Directors”) for its necessary action pursuant to clause (iii) below.Company; (iii) The Company the Redemption Loan amount including any interest to Tennor; (d) the Purchaser shall cause a meeting of pay the Board of Directors at which Cash Consideration (if any) to the Board of Directors Target Account; (e) the Purchaser’s Parent shall take note ofissue the Closing Share Consideration, approve and register in book-entry form, to the transfer of the Company Common Shares from Sellers; such shares shall be allocated in such amounts as specified by the Sellers to the Buyer and authorize relevant persons for carrying out relevant notings/changes in all the corporate records respective accounts established by each of the Sellers with American Stock Transfer & Trust Company, including LLC, the register transfer agent and registrar for the Purchaser’s Parents Common Stock or such other accounts as stated by the Sellers to Purchaser at least five Business Days prior to Closing; (f) the Purchaser’s Parent shall initiate the Shelf Registration Statement (as defined in and provided for in Sec. 16.3); (g) the Purchaser’s Parent shall instruct its depositary bank to make an order to Clearstream for a “payment and delivery transaction in securities” (within the meaning of members to reflect the Buyer as the legal and beneficial owner sec. B XX (2) in conjunction with sec. A I of the Company Common Shares.General Terms and Conditions of Clearstream dated 3 February 2017 – the “GTC”),) by means of which an amount equal to the Closing Share Consideration is debited to the RTGS Account (within the meaning of sec. A I of the GTC) of the depositary bank of the Purchaser’s Parent and credited to the RTGS Account of Tennor's depositary bank, concurrently with (Zug um Zug) an amount equal to the Sold Shares being debited to the securities account of Tennor's depositary bank at Clearstream and credited to the securities account of the Purchaser's depositary bank at Clearstream; and (ivh) The Each Seller shall instruct their depositary bank to make an order to Clearstream for a “payment and delivery transaction in securities” (within the meaning of sec. B XX (2) in conjunction with sec. A I of the GTC), by means of which an amount equal to the Sold Shares is debited to the securities account of such Seller’s depositary bank at Clearstream and credited to the securities account of the Purchaser's depositary bank at Clearstream, concurrently with (Zug um Zug) an amount equal to the Closing Share Consideration being debited to the RTGS Account (within the meaning of sec. A I of the GTC) of the Purchaser's depositary bank and credited to the RTGS Account of Tennor's depositary bank; (i) the Sellers shall deliver provide irrevocable undertakings, if any, obtained from Minority Shareholders to the Purchaser. The Parties are entitled to waive (in whole or ensure the delivery in part) any of the following documents Closing Actions (other than the obligations to make payments) jointly at any time prior to the Buyer: A. duly stamped equity share certificates endorsed in favor occurrence of Closing by written agreement. The waiver shall have the effect of eliminating the requirement that the relevant Closing Action is performed on the Closing Date shall not limit or prejudice any rights or claims or remedies of the Buyer in respect of the Company Common Shares;Purchaser under this Agreement.

Closing Actions. On At the Closing Date, upon satisfaction Closing, (a) Parent shall pay or waiver of the conditions cause to Closing set forth in Sections 8.1 and 8.2, the following shall occurbe paid: (i) The Buyer shall pay to each Stockholder (other than with respect to such Stockholder’s Dissenting Shares) in accordance with the Closing Consideration to the Sellers Distribution Schedule, by wire transfer of immediately available funds andto such bank account(s) designated in writing by each Stockholder in its Letter of Transmittal, subject an amount equal to receipt of the Closing Date Per Share Consideration, multiplied by the Sellers shall deliver number of Shares (other than Dissenting Shares) owned by such Stockholder; provided that, in each case, such Stockholder submits a letter of transmittal to the BuyerCompany in the form attached hereto as Exhibit D (a letter of transmittal in such form, duly signed and executed share transfer forms for transfer a “Letter of the Company Common Shares Transmittal”) prior to the Buyer Closing; provided further, that a Stockholder may submit its Letter of Transmittal to the Surviving Corporation following the Closing and Parent shall make (or cause to be made) the payment described in this Section 3.3(a)(i) as well promptly as the original share certificates duly endorsed pertaining to all of the Company Common Shares, free practicable thereafter (and clear of all Liens, other in no event later than restrictions of general applicability under applicable securities Laws or ownership Laws of India, including in respect of foreign ownership.three (3) Business Days after receipt thereof); (ii) The Sellersto the Company, by wire transfer of immediately available funds to such bank account(s) designated in writing no less than three (3) Business Days prior to the Closing by the Company, for the benefit of the holders of Dissenting Shares (if any), an amount equal to the Closing Date Per Share Consideration multiplied by the number (if any) of Dissenting Shares, which amount shall be retained by the Company and the Buyer shall complete and deliver necessary forms and documents paid solely in respect of the Company Common Shares including Form FC-TRS, consent letters, undertakings and other documents required to be submitted pursuant to the Form FC-TRS, file the aforementioned documents accordance with the concerned authorized dealer and the Company shall procure the requisite endorsement on the Form FC-TRS pursuant to applicable Law. Thereafter, a complete set of the Form FC-TRS, duly endorsed, shall be handed over to the Board of Directors of the Company (the “Board of Directors”) for its necessary action pursuant to clause (iii) below.; (iii) to the Company, by wire transfer of immediately available funds to such bank account(s) designated in writing no less than three (3) Business Days prior to the Closing by the Company, for the benefit of the holders of Eligible Options, an amount equal to the aggregate Closing Date Option Consideration. The Company shall pay or cause a meeting to be paid to each holder of Eligible Options no later than the Company’s next scheduled date of payroll following the Closing the portion of the Board aggregate Closing Date Option Consideration to which such holder is entitled pursuant to Section 2.6, such payments to be made net of Directors at which the Board of Directors shall take note of, approve and register the transfer of the Company Common Shares from the Sellers to the Buyer and authorize relevant persons for carrying out relevant notings/changes in all the corporate records of the Company, including the register of members to reflect the Buyer as the legal and beneficial owner of the Company Common Shares.any applicable withholding Tax; (iv) The Sellers shall deliver or ensure to the delivery Escrow Agent, by wire transfer of immediately available funds to such bank account designated in writing by the Escrow Agent, for deposit in an escrow account (the “Escrow Account”), the Escrow Amount, to be held in the Escrow Account and distributed by the Escrow Agent in accordance with the terms of the following documents Escrow Agreement and this Agreement; (v) to the Buyer: A. duly stamped equity share certificates endorsed Stockholders’ Representative, by wire transfer of immediately available funds to such bank account(s) designated in favor writing by the Stockholders’ Representative prior to the Closing (“Stockholders’ Representative Expense Account”), the Stockholders’ Representative Expense Amount to be used as a fund to pay costs, fees and expenses incurred by the Stockholders’ Representative in its capacity as such on or after the Closing Date and which shall be paid or distributed at the direction of the Buyer Stockholders’ Representative in respect accordance with Section 3.4(h); (vi) the Indebtedness Payoff Amount, on behalf of the Company Common Sharesto the lenders thereof in accordance with the Payoff Letters for the Specified Funded Indebtedness; and (vii) the applicable portion of the Estimated Transaction Expenses, by wire transfer of immediately available funds, to each of the payees thereof (on behalf of the Company) in accordance with the Payoff Letters or invoices delivered by the Company (and the wiring instructions set forth therein) no less than two (2) Business Days prior to the Closing; (b) Parent, the Stockholders’ Representative and the Escrow Agent shall execute and deliver the Escrow Agreement; and (c) the Company shall deliver duly-executed Payoff Letters.

Closing Actions. On At the Closing Date, upon satisfaction or waiver of the conditions to Closing set forth in Sections 8.1 and 8.2, the following shall occurClosing: (a) The Buyer shall: (i) The Buyer shall pay the Closing Consideration deliver to the Sellers by Seller the Estimated Purchase Price, less the Escrow Funds; (ii) deliver an amount equal to the Escrow Funds to the Escrow Agent, pursuant to the provisions of the Escrow Agreement; (iii) deliver to all lenders or other creditors of the Company, on behalf of the Company, and for their accounts, via wire transfer of immediately available funds andto such bank accounts as are designated by such lenders or other creditors, subject any amounts necessary to receipt pay off all Indebtedness outstanding as of the Closing ConsiderationDate, the Sellers shall deliver but immediately prior to the Buyer, duly signed and executed share transfer forms for transfer of the Company Common Shares to the Buyer as well as the original share certificates duly endorsed pertaining to all of the Company Common Shares, free and clear of all Liens, other than restrictions of general applicability under applicable securities Laws or ownership Laws of India, including in respect of foreign ownership. (ii) The Sellers, the Company and the Buyer shall complete and deliver necessary forms and documents in respect of the Company Common Shares including Form FC-TRS, consent letters, undertakings and other documents required to be submitted pursuant to the Form FC-TRS, file the aforementioned documents with the concerned authorized dealer and the Company shall procure the requisite endorsement on the Form FC-TRS pursuant to applicable Law. Thereafter, a complete set of the Form FC-TRS, duly endorsed, shall be handed over to the Board of Directors of the Company Closing (the “Board of DirectorsIndebtedness Payments”). The Indebtedness Payments are set forth on Section 2.2(a)(iii) for its necessary action pursuant to clause (iii) below. (iii) The Company shall cause a meeting of the Board Disclosure Schedules. For each instrument of Directors Indebtedness fully repaid, Seller or the Corporation (pre-Closing), as applicable, will cause all lenders thereof to surrender at which Closing and cancel all instruments evidencing such Indebtedness and obtain the Board release or termination of Directors shall take note of, approve all security interests and register guarantees relating thereto and the transfer of authorization for the Company Common Shares from the Sellers to the Buyer and authorize relevant persons for carrying out relevant notings/changes terminate on behalf of such lenders all UCC financing statements filed in all the corporate records of the Company, including the register of members to reflect the Buyer as the legal and beneficial owner of the Company Common Sharesconnection therewith. (iv) The Sellers deliver to all third parties, on behalf of Seller and the Corporation, and for their accounts, via wire transfer of immediately available funds to such bank and accounts as are designated by such third parties, any amounts necessary to pay the Selling Expenses pursuant to the Statement of Selling Expenses (but not the Employee Bonuses to Company employees, which shall instead be paid by the Company at the Closing); (v) deliver or ensure to the delivery Seller: (a) a copy of the following documents charter of the Buyer, certified by the Secretary of State of the State of Delaware, dated as of a date no more than five (5) business Days prior to the Closing Date; (b) a certificate of good standing from the State of Delaware, and each jurisdiction in which it is duly qualified to transact business, dated as of a date no more than five (5) business Days prior to the Closing Date; and (c) a copy of the Buyer’s bylaws and certificate of incorporation, with all amendments thereto, certified by the Buyer’s secretary; and (vi) deliver to the Seller copies of the resolutions or written consents duly adopted by the Buyer’s board of directors, certified by the Buyer’s secretary, authorizing the execution, delivery and performance of this Agreement and the other agreements contemplated hereby, and the consummation of all transactions contemplated hereby and thereby. (b) The Seller shall: A. duly stamped equity share (i) deliver to the Buyer stock certificates representing the Stock endorsed in favor blank and accompanied by stock powers executed in blank; (ii) deliver to the Buyer the resignations, effective as of the Buyer in respect Closing, of each director and officer of the Company Common SharesCorporation, other than Mxxx Xxxxx; (iii) deliver to the Buyer the Pay Off Letters; (iv) deliver to the Buyer all minute books, stock books, ledgers and registers, corporate seals, if any, and other corporate records relating to the organization, ownership and maintenance of the Corporation, if not already located on the premises of the Corporation;

Closing Actions. On The Parties acknowledge and agree that it is a requirement for the sale and purchase of the Sale Shares to be completed that all the below actions to be carried out on the Closing DateDate pursuant to this Section 3.2, upon and all documents to be executed or delivered hereunder, are effectively completed and executed or delivered simultaneously (en unidad de acto) on the date hereof: (a) The Parties shall grant before the Notary a public deed pursuant to which (i) the Parties formalize (elevación a público) this Agreement into public deed, (ii) the Sellers acknowledge reception at their entire satisfaction or waiver of the conditions Purchase Price, and (iii) the Sellers transfer ownership and deliver the Sale Shares to Closing the Buyer and the Buyer, in turn, acquires and received the Sale Shares (the “Public Deed”); (b) The Parties shall grant before the Notary a public deed (escritura cero) regulating among other things the effectiveness of the Transaction based on receipt of the funds as set forth out in Sections 8.1 the Funds Flow Statement. (c) The Sellers shall sign and 8.2deliver, or cause to be delivered, to the Buyer the following shall occuritems: (i) original public deed titles of ownership of each Seller with respect to the Sale Shares owned by each Seller for the Notary to record in said titles the transfer of the Sale Shares to the Buyer; (ii) powers of attorney sufficient for the execution of this Agreement and any other Ancillary Agreement; (iii) a certificate of one of the Joint and Several Directors of the Company (with his signature duly notarized), in form and substance reasonably satisfactory to the Buyer and for its inclusion in the Public Deed, certifying with reference to the Company’s Registry Book of Shareholders (Libro Registro de Socios) (A) the ownership of the Sale Shares, (B) that the Sale Shares are free from any Liens, and (C) that all requirements for the transfer of the Sale Shares to the Buyer set forth by Law, the Company’s bylaws and any relevant agreement have been duly complied with; (iv) a certificate signed by one of the Joint and Several Directors of the Company in connection with the resolutions of the general shareholders meeting of the Company held by the Sellers prior to the execution of this Agreement whereby, among other matters, the Sellers and the Company renounced and waived any preemption rights in relation to the transfer of the Sale Shares to which they might be entitled by virtue of Law, the Company’s bylaws or the Existing Shareholders Agreement; (v) adequate evidence of the termination of the Existing Shareholders Agreement signed by each of the Sellers; (vi) the transfer of the Sale Shares shall be recorded in the Company’s Registry Book of Shareholders; and (vii) an executed copy of the Trademark License Agreement. (d) The Buyer shall pay the Closing Consideration deliver, or cause to be delivered, to each of the Sellers by wire transfer of immediately available funds the Purchase Price (in accordance with Section 2.2.(a)), and, subject to upon receipt thereof, each Seller shall give acknowledgement of receipt of the Closing ConsiderationPurchase Price (carta de pago) in the Public Deed, to the satisfaction of the Buyer. (e) The Sellers Representative shall deliver to the Buyer, who shall countersign, a duly signed and executed share transfer forms for transfer funds flow statement, which shall set forth the payment of the Company Common Shares to Purchase Price at Closing in accordance with the Buyer as well as provisions of Section 2.2 and the original share certificates duly endorsed pertaining to all of settlements in accordance with Section 2.3 hereof (the Company Common Shares, free and clear of all Liens, other than restrictions of general applicability under applicable securities Laws or ownership Laws of India, including in respect of foreign ownership“Funds Flow Statement”). (iif) The Sellers and the Buyer shall execute the Put and Call Agreement and shall grant before the Notary a public deed pursuant to which the Put and Call Agreement is notarized (elevación a público). The Put and Call rights over the Sellers’ Shares shall be recorded in the Company’s Registry Book of Shareholders (g) The Sellers, the Company and the Buyer shall complete and deliver necessary forms and documents in respect of the Company Common Shares including Form FC-TRS, consent letters, undertakings and other documents required to be submitted pursuant to the Form FC-TRS, file the aforementioned documents with the concerned authorized dealer and the Company shall procure execute the requisite endorsement on Shareholders Agreement and shall grant before the Form FC-TRS Notary a public deed pursuant to applicable Law. Thereafter, which the Shareholders Agreement is notarized (elevación a complete set of the Form FC-TRS, duly endorsed, shall be handed over to the Board of Directors of the Company (the “Board of Directors”) for its necessary action pursuant to clause (iii) belowpúblico). (iiii) The Company Each Non-Compete Party (other than Entravision Communications Corporation), on the one hand, and the Buyer, on the other hand, shall cause execute a meeting of non-competition agreement in the Board of Directors at which form mutually agreed to by the Board of Directors shall take note ofapplicable parties, approve and register (ii)Entravision Communications Corporation, on the transfer of the Company Common Shares from the Sellers to the Buyer one hand, and authorize relevant persons for carrying out relevant notings/changes in all the corporate records of the Company, including on the register of members other hand, shall execute a non-competition agreement in the form mutually agreed to reflect by the Buyer as applicable parties (collectively, the legal and beneficial owner of the Company Common Shares“Non-Competition Agreements”). (ivi) The Sellers shall ensure a true, correct and complete copy of the Virtual Data Room and all documentation contained therein as of October 9, 2020 is delivered to Buyer at Closing. (j) The Sellers shall deliver or ensure written resignations of Xx. Xxxxxxxxx Xxxxx Delgado and Xx. Xxxxx Xxxxxxx Prat Xxxxxx (the delivery “Outgoing Directors”), and any other director of any of the following documents Group Companies who are not to the Buyer: A. duly stamped equity share certificates endorsed in favor remain as director of the Buyer in respect Group Companies, effective as of the date thereof, pursuant to which said Persons resign from their position as Joint and Several Directors of the Company Common Shares;and declare that they have no right to claim and/or indemnity vis-à-vis the Company as a result of having been directors thereof. (k) The Sellers and the Buyer, as shareholders of the Company, shall hold a Universal Shareholders Meeting of the Company approving, among others (i) the acceptance of the resignation of the Outgoing Directors, (ii) a resolution whereby the management and representation structure of the Company is changed to be entrusted to a Board of Directors formed by five (5) members, and (iii) the appointment of two directors designated by the Sellers and three directors designated by the Buyer. (l) The Sellers and the Buyer shall cause the Company to hold a Board of Directors’ Meeting, approving, among others, (i) the appointment of Chairman and of the Secretary of the Board; and (ii) the revocation and granting of powers of attorney. (m) The Sellers and the Buyer shall cause the Company to grant before the Notary certain public deeds pursuant to which the Company notarizes the resolutions approved by the Universal Shareholders Meeting and the Board of Directors.

Closing Actions. On 6.2.1. The following actions shall take place at the registered office of the Company on the Closing Date, upon satisfaction or waiver of the conditions to Closing set forth Date in Sections 8.1 and 8.2, the following shall occurorder: (ia) Each of the Sellers shall have delivered the Final Tax Certificate to the Purchaser Representatives with respect to the sale of the Sale Shares held by such Seller to the Purchaser Representatives. (b) The Buyer Purchaser shall, and each Original Purchasers shall pay procure that the Closing Consideration to Purchaser shall remit their Net Purchase Amount in the Sellers manner as set out in Schedule I, by wire transfer of immediately available funds andor electronic fund transfer (i) for the XX Xxxxxxx, subject in the accounts designated by the respective XX Xxxxxxx to receipt of the Closing ConsiderationPurchaser Representatives; and (ii) for the Sellers (except the XX Xxxxxxx), in the account notified in accordance with Clause 3.6 above. (c) Subject to the escrow arrangement in Schedule 5, the Sellers shall (i) deliver to its depository participant, the Buyer, delivery instructions duly signed by it authorizing the depository participant to give credit of the Sale Shares to the dematerialized account of the Purchaser, details of which shall be provided by the Purchaser to Sellers; and executed share transfer forms for (ii) deliver a copy of the aforesaid irrevocable delivery instruction slip along with a confirmation from the respective Sellers’ depository participant that the Sale Shares have been credited to the dematerialized account of the Purchaser. (d) The Company shall convene and hold a meeting of its Board, at which meeting the directors shall pass a resolution to record the transfer of the Company Common Sale Shares to in the Buyer as well as the original share certificates duly endorsed pertaining to all name of the Company Common Shares, free Purchaser upon receipt of the duly executed receipt from the depository of the Purchaser acknowledging the transfer of the Sale Shares and clear of all Liens, other than restrictions of general applicability under applicable securities Laws or ownership Laws of India, including in respect of foreign ownership. (ii) The Sellers, the Company and the Buyer shall complete and deliver necessary forms and documents take such other actions as may be required under its Charter Documents or by Applicable Law, in respect of the Company Common Shares including performance of the various obligations under this Agreement; and deliver certified copies of such resolutions to the Purchaser Representatives. 6.2.2. The Parties agree that each of the actions provided for in Clause 6.2.1 (Closing Actions) above shall take place on the Closing Date simultaneously with the transactions set out in clause 6.2 of the Restated Long Form FC-TRSSPA and none of the above mentioned transactions shall be consummated unless all such transactions have been complete or complied with. The Parties shall take all measures and do all acts, consent lettersdeeds, undertakings matters and other documents things as may be required to be submitted pursuant to ensure that all the Form FC-TRS, file the aforementioned documents with the concerned authorized dealer events contemplated under Clause 6.2.1 (Closing Actions) are initiated and the Company shall procure the requisite endorsement completed on the Form FC-TRS pursuant to applicable Law. Thereafter, a complete set of the Form FC-TRS, duly endorsed, shall be handed over to the Board of Directors of the Company (the “Board of Directors”) for its necessary action pursuant to clause (iii) belowClosing Date. (iii) The Company shall cause a meeting of the Board of Directors at which the Board of Directors shall take note of, approve and register the transfer of the Company Common Shares from the Sellers to the Buyer and authorize relevant persons for carrying out relevant notings/changes in all the corporate records of the Company, including the register of members to reflect the Buyer as the legal and beneficial owner of the Company Common Shares. (iv) The Sellers shall deliver or ensure the delivery of the following documents to the Buyer: A. duly stamped equity share certificates endorsed in favor of the Buyer in respect of the Company Common Shares;

Closing Actions. On 5.1. The Company shall ensure that all necessary actions as may be required under the Act, including without limitation, all requirements under Sections 42 and 62 (1) (c) and the relevant rules shall be completed in the manner prescribed and within the timelines set out in this Agreement. 5.2. The Company shall within 5 (five) days from each Closing Date, upon satisfaction or waiver of the conditions to Closing set forth in Sections 8.1 and 8.2, the following shall occur: (i) The Buyer shall pay the Closing Consideration to the Sellers by wire transfer of immediately available funds and, subject to receipt of the Closing Consideration, the Sellers shall deliver to the Buyer, duly signed and executed share transfer forms for transfer of the Company Common Shares to the Buyer as well as the original share certificates duly endorsed pertaining to all of the Company Common Shares, free and clear of all Liens, other than restrictions of general applicability under applicable securities Laws or ownership Laws of India, including in respect of foreign ownership. (ii) The Sellers, the Company and the Buyer shall complete and deliver necessary forms and documents in respect of the Company Common Shares including Form FC-TRS, consent letters, undertakings and other documents required to be submitted pursuant to the Form FC-TRS, file the aforementioned documents with the concerned authorized dealer and the Company shall procure the requisite endorsement on the Form FC-TRS pursuant to applicable Law. Thereafter, a complete set of the Form FC-TRS, duly endorsed, shall be handed over to the Board of Directors of the Company (the “Board of Directors”) for its necessary action pursuant to clause (iii) below. (iii) The Company shall cause a meeting of the Board of Directors at which the Board of Directors shall take note of, approve and register the transfer of the Company Common Shares from the Sellers to the Buyer and authorize relevant persons for carrying out relevant notings/changes in all the corporate records of the Company, including the register of members to reflect the Buyer as the legal and beneficial owner of the Company Common Shares. (iv) The Sellers shall deliver or ensure the delivery of provide the following documents to the BuyerAnchor Investors: A. duly stamped equity share certificates endorsed in favor (a) certified true copies of resolutions passed by the Board towards issuance and allotment of the Buyer relevant tranche of Subscription Securities to the Anchor Investors, together with the necessary authorisations for making appropriate modifications in the share register; (b) copy of the share register as at the Closing Date after recording the issuance and allotment of the relevant Subscription Securities and as at the date immediately prior to the Closing Date; (c) file Form No. PAS 3 under the Act and the rules made thereunder with the Registrar of Companies, Chennai with respect to relevant Subscription Securities issued and allotted; (d) file Form No. MGT-14 under the Act and the rules made thereunder with the Registrar of Companies with respect to the special resolution passed at the Company’s general meeting in respect of the preferential allotment of Subscription Securities and adoption of the Restated Articles as provided herein, together with the explanatory statement annexed to the notice calling the general meeting in which the resolutions were proposed; (e) file Form No. DIR-12 as prescribed under the Act with respect to the appointment of Anchor Investor Nominee Directors; and (f) make any other filing as may be prescribed under the Act and the rules and deliver copies of all such filings along with the duly acknowledged receipt, to the Anchor Investors. 5.3. Within 5 (five) Business Days of each Closing, the Company Common Shares;shall file Form FC-GPR (in Form SMF) and all necessary documents required for the purposes of an effective filing of Form FC-GPR in relation to investment by Omidyar on the Foreign Investment Reporting and Management System (FIRMS) portal of the RBI and deliver the acknowledgment of filing and approved Form FC-GPR to Omidyar. It is hereby expressly clarified that this condition shall apply in relation to each Closing in which Omidyar or any non-resident investor invests in the Company and the provision shall be appropriately construed. 5.4. The Company shall not carry on any activity listed in the Exclusion Lists set forth under SCHEDULE 7 PART A and PART B to this Agreement. Authenticated through Xxxxxxxxx.xxx (880qDt1) Authenticated through Xxxxxxxxx.xxx (880qDt1) Authenticated through Xxxxxxxxx.xxx (880qDt1) Authenticated through Xxxxxxxxx.xxx (880qDt1) Xxxxxx Xxxxxxxxx Date: Fri Sep 24 22:35:09 IST 2021 Authenticated through Xxxxxxxxx.xxx (880qDt1) BV Narasimham Date: Sat Sep 25 12:56:53 IST 2021 Authenticated through Xxxxxxxxx.xxx (880qDt1) Xxxxxxx Xxx Date: Wed Sep 29 11:14:06 IST 2021 Authenticated through Xxxxxxxxx.xxx (880qDt1) XXXXX XXXXXX Date: Mon Sep 27 10:46:23 IST 2021 Authenticated through Xxxxxxxxx.xxx (880qDt1) XXXXXXXXX XXXXXXXXXXX Date: Fri Sep 24 22:23:33 IST 2021 5.5. Within a period of 30 (thirty) days from the First Closing Date (for Caspian and Omidyar), the Company and Management Team shall amend the employment agreements of the Management Team with the Company to include provisions for non-compete, non- solicitation, vesting of Management Team Securities, termination of employment whether for Cause or otherwise and restrictions on transfer of Management Team Securities, all as set out in the Framework Agreement. The Company will provide each Anchor Investor with copies of the said amended employment agreements.

Closing Actions. On (a) At the Closing Date, upon satisfaction or waiver of the conditions to Closing set forth in Sections 8.1 and 8.2, the following shall occurPurchaser shall: (i) The Buyer shall consummate the conversion of all issued and outstanding Class B Common Stock held by the Purchaser Sponsor into Class A Common Stock in accordance with the terms of the Purchaser’s Organizational Documents; (ii) pay the Closing Consideration to the Sellers Company, by wire transfer of immediately available funds andto the account(s) specified in writing by the Company delivered to the Purchaser at least two (2) Business Days prior to the Closing, subject an aggregate amount equal to receipt the Company Cash Consideration; (iii) pay to the Sellers, by wire transfer of immediately available funds to the Closing Consideration, account(s) specified in writing by the Sellers shall deliver delivered to the Buyer, duly signed and executed share transfer forms for transfer of the Company Common Shares Purchaser at least two (2) Business Days prior to the Buyer as well as Closing, an aggregate amount equal to the original share certificates duly endorsed pertaining Seller Cash Consideration; (iv) (A) issue to all of the Company accounts designated in writing prior to Closing by the Sellers the Common SharesStock Consideration, free and clear of all LiensLiens (except Liens consisting of any restrictions on transfer generally arising under the applicable securities Laws), and (B) make appropriate book entries by updating the register of members of the Purchaser (in the names designated by the Sellers in writing prior to Closing) evidencing the issuance to the Sellers of the Common Stock Consideration; provided, however, in no instance shall the Purchaser have any obligation to issue any of the Common Stock Consideration to or in the name of any Person not signatory hereto; (v) (A) deliver to the Sellers the certificate contemplated by Section 8.3(d) and (B) deliver to the Company the certificate contemplated by Section 8.4(c); and (vi) deliver a certificate from an authorized officer of the Purchaser certifying that the Purchaser has made all necessary arrangements with the Trustee to cause the Trustee to disburse all of the funds contained in the Trust Account available to the Purchaser for payment of the Cash Consideration and Transaction Costs. (b) At the Closing the Company shall: (i) deliver, or cause to be delivered, to the Purchaser, to the extent that the Issued Equity Interests are certificated, certificates evidencing such Issued Equity Interests, duly endorsed in blank or accompanied by stock powers duly executed in blank and, in any case, other duly executed instruments of transfer as required to validly transfer title in and to all the Issued Equity Interests in book-entry form free and clear of all Liens (other than any restrictions of general applicability arising under the Company’s Organizational Documents made available to the Purchaser or applicable securities Laws or ownership Laws of India, including in respect of foreign ownership.Liens created by the Purchaser); (ii) The Sellers, deliver to the Company and Purchaser a copy of the Buyer shall complete and deliver necessary forms and documents in respect shareholders register of the Company Common Shares including Form FC-TRS, consent letters, undertakings and other documents required to be submitted pursuant recording the issuance of the Issued Equity Interests to the Form FC-TRS, file Purchaser with effect as at the aforementioned documents with the concerned authorized dealer and the Company shall procure the requisite endorsement on the Form FC-TRS pursuant to applicable Law. Thereafter, a complete set of the Form FC-TRS, duly endorsed, shall be handed over to the Board of Directors of the Company (the “Board of Directors”) for its necessary action pursuant to clause (iii) below.Closing Date; and (iii) The Company shall deliver to the Purchaser the certificate contemplated by Section 8.2(c)(i); (c) At the Closing the Sellers shall: (i) deliver, or cause to be delivered, to the Purchaser, to the extent that the Transferred Equity Interests are certificated, certificates evidencing such Transferred Equity Interests, duly endorsed in blank or accompanied by stock powers duly executed in blank and, in any case, other duly executed instruments of transfer as required to validly transfer title in and to all the Transferred Equity Interests in book-entry form free and clear of all Liens (other than any restrictions arising under the Company’s Organizational Documents made available to the Purchaser or applicable securities Laws or Liens created by the Purchaser); (ii) deliver to the Purchaser a meeting copy of the Board shareholders register of Directors at which the Board of Directors shall take note of, approve and register Company recording the transfer of the Company Common Shares from the Sellers Transferred Equity Interests to the Buyer and authorize relevant persons for carrying out relevant notings/changes in all Purchaser with effect as at the corporate records of the Company, including the register of members to reflect the Buyer as the legal and beneficial owner of the Company Common Shares.Closing Date; and (iviii) The Sellers shall deliver or ensure the delivery of the following documents to the Buyer: A. duly stamped equity share certificates endorsed in favor of Purchaser the Buyer in respect of the Company Common Shares;certificate contemplated by Section 8.2(c)(ii).

Closing Actions. On At the Closing, notwithstanding other actions at Closing Date, upon satisfaction or waiver that may be contemplated in other provisions of the conditions to Closing set forth in Sections 8.1 and 8.2this Agreement, the following shall occuractions are taken (I) Closing actions in connection with the Company: (ia) The Buyer shall pay Seller, the Closing Consideration Purchaser, the Guarantor and the Ultimate Owners, have provided to each other and to the Sellers by wire transfer Notary the relevant documents granting and evidencing sufficient signing authority and capacity under Spanish Law to carry out all the actions at Closing. (b) The Purchaser has provided to the Seller a copy of immediately available funds andits relevant corporate resolutions approving the transactions contemplated hereby and the execution of this Agreement and related documents, subject to receipt in particular but not limited to, for the purpose of Article 160.f) of the Closing Consideration, the Sellers shall deliver Spanish Capital Corporations Act (Ley de Sociedades de Capital). (c) The Seller has provided to the BuyerPurchaser a copy of its relevant corporate resolutions approving the transactions contemplated hereby and the execution of this Agreement and related documents, duly signed in particular but not limited to, for the purposes of Article 160.f) of the Spanish Capital Corporations Act (Ley de Sociedades de Capital). (d) The Purchaser has received a certificate from the joint directors of the Company certifying that the Company Interests are freely transferable and executed share transfer forms have no encumbrances or charges or any other Liens and all the requirements set by applicable Law and by the Company’s bylaws have been complied with for the sale and transfer of the Company Common Shares Interests. (e) The Seller has exhibited to the Buyer Purchaser the legal titles (títulos de propiedad) to the Company Interests as well as the original share certificates duly endorsed pertaining to all prove of its ownership of the Company Common Shares, free and clear of all Liens, other than restrictions of general applicability under applicable securities Laws or ownership Laws of India, including in respect of foreign ownershipInterests. (iif) The Sellers, Parties have instructed the Company and the Buyer shall complete and deliver necessary forms and documents in respect of the Company Common Shares including Form FC-TRS, consent letters, undertakings and other documents required Notary to be submitted pursuant to the Form FC-TRS, file the aforementioned documents with the concerned authorized dealer and the Company shall procure the requisite endorsement on the Form FC-TRS pursuant to applicable Law. Thereafter, a complete set of the Form FC-TRS, duly endorsed, shall be handed over to the Board of Directors of the Company (the “Board of Directors”) for its necessary action pursuant to clause (iii) below. (iii) The Company shall cause a meeting of the Board of Directors at which the Board of Directors shall take note of, approve and register record the transfer of the Company Common Shares from the Sellers to the Buyer and authorize relevant persons for carrying out relevant notings/changes in all the corporate records Seller’s legal titles representing 100% of the Company, including the register of members to reflect the Buyer as the legal and beneficial owner of shares in the Company Common Shares. (iv) The Sellers shall deliver or ensure the delivery of the following documents to the Buyer: A. duly stamped equity share certificates endorsed Interests in favor of the Buyer Purchaser. (g) The Seller, the Purchaser, the Guarantor and the Ultimate Owners have executed in respect the presence of the Company Common Shares;Notary (i) this Agreement and any other Transaction Document; (ii) the Spanish public transfer deed whereby (x) this Agreement is notarized (elevado a público),

Closing Actions. On (a) At the Closing DateClosing, upon satisfaction or waiver of the conditions to Closing set forth in Sections 8.1 and 8.2, the following shall occurBuyer shall: (i) The Buyer shall pay the Closing Consideration pay, or cause to be paid, to the Sellers Blocker Seller by wire transfer of immediately available funds and, subject to receipt of one or more bank accounts designated in writing by the Closing Consideration, the Sellers shall deliver Seller Representative (such account(s) to be designated at least two (2) Business Days prior to the Buyer, duly signed and executed share transfer forms for transfer of the Company Common Shares Closing) a cash amount equal to the Buyer as well as the original share certificates duly endorsed pertaining to all of the Company Common Shares, free and clear of all Liens, other than restrictions of general applicability under applicable securities Laws or ownership Laws of India, including in respect of foreign ownership.Base Blocker Seller Consideration; (ii) The Sellerspay, or cause to be paid, by wire transfer of immediately available funds to the Paying Agent, for the benefit of the Merger Participants (for the avoidance of doubt, excluding the Rollover Sellers with respect to their Rollover Units), a cash amount equal to the Merger Participant Closing Date Consideration; (iii) pay, or cause to be paid, to the Escrow Agent, the Company Adjustment Escrow Amount, to be deposited by the Escrow Agent into an escrow account designated by the Escrow Agent, to be held and distributed in accordance with the terms of this Agreement and the Escrow Agreement; (iv) deposit, or cause to be deposited, by wire transfer of immediately available funds to one or more bank accounts designated in writing by the Seller Representative, the Seller Representative Expense Fund with the Seller Representative; and (v) pay, or cause to be paid, to the Company by wire transfer of immediately available funds to one or more bank accounts designated in writing by the Company (such account(s) to be designated at least two (2) Business Days prior to the Closing) a cash amount equal to (A) the aggregate amounts to be paid under the Phantom Equity Plan in connection with the payment of the Aggregate Closing Date Consideration Estimate as determined in accordance with the Distribution Waterfall, for payments under the Phantom Equity Plan pursuant to Section 2.13 minus (B) any available cash of the Company that will be utilized to make such payments under the Phantom Equity Plan. (b) At the Closing, Buyer and the Seller Representative shall deliver joint written instructions in accordance with the Paying Agent Agreement to the Paying Agent to, promptly following receipt of the amounts set forth in Section 2.7(a)(ii), pay to each Merger Participant who shall have delivered to the Company not less than three (3) Business Days prior to the Closing Date a completed Letter of Transmittal (as defined below), cash in an amount set forth for such Merger Participant in the Distribution Waterfall Schedule (without interest), which such amounts shall be payable by wire transfer of immediately available funds on the Closing Date (or reasonably promptly after the Closing Date for any payments made by check) to the account or address designated in such Merger Participant’s Letter of Transmittal. (c) Immediately following the consummation of the Mergers in accordance with Sections 2.1(a) and 2.1(b), Buyer shall complete pay, or cause to be paid, on behalf of the Company (or its designees) (i) the Loan Agreement Payoff Amount and deliver necessary forms (ii) subject to Section 2.15 and documents excluding any amounts paid pursuant to Section 2.7(a)(v), to the Persons entitled to payment in respect of the Company Common Shares including Form FC-TRS, consent letters, undertakings and other documents required to be submitted pursuant to Seller Expenses as specified in the Form FC-TRS, file the aforementioned documents with the concerned authorized dealer Preliminary Closing Statement (as defined below) (and the Company shall procure the requisite endorsement on the Form FC-TRS pursuant have delivered or caused to applicable Law. Thereafter, a complete set of the Form FC-TRS, duly endorsed, shall be handed over delivered to Buyer at least three (3) Business Days prior to the Board of Directors of the Company (the “Board of Directors”) Closing final invoices, wire instructions and all other information necessary for its necessary action pursuant payment with respect to clause (iii) belowall Seller Expenses). (iii) The Company shall cause a meeting of the Board of Directors at which the Board of Directors shall take note of, approve and register the transfer of the Company Common Shares from the Sellers to the Buyer and authorize relevant persons for carrying out relevant notings/changes in all the corporate records of the Company, including the register of members to reflect the Buyer as the legal and beneficial owner of the Company Common Shares. (iv) The Sellers shall deliver or ensure the delivery of the following documents to the Buyer: A. duly stamped equity share certificates endorsed in favor of the Buyer in respect of the Company Common Shares;

Closing Actions. On The Parties acknowledge and agree that it is a requirement for the sale and purchase of the Sale Shares to be completed that all the below actions to be carried out on the Closing DateDate pursuant to this Clause 3.2, upon and all documents to be executed or delivered hereunder, are effectively completed and executed or delivered simultaneously (en unidad de acto) on the date hereof: (a) The Parties shall grant before the Notary a public deed pursuant to which (i) the Parties formalize (elevación a público) this Agreement into public deed, (ii) the Seller acknowledges satisfaction or waiver of the conditions Purchase Price by means of the set-off of the Loan Amount, and (iii) the Seller transfers ownership and deliver the Sale Shares to Closing set forth the Buyer and the Buyer, in Sections 8.1 turn, acquires and 8.2receives the Sale Shares (the “Public Deed”); (b) The Seller shall sign and deliver, or cause to be delivered, to the Buyer the following shall occuritems: (i) The Buyer shall pay the Closing Consideration original public deed titles of ownership with respect to the Sellers by wire Sale Shares to record in said titles the transfer of immediately available funds and, subject to receipt of the Closing Consideration, the Sellers shall deliver Sale Shares to the Buyer; (ii) powers of attorney sufficient for the execution of this Agreement and any other Ancillary Agreement; (iii) a certificate issued by the joint and several directors of the Company (with their signatures duly notarized), duly signed in form and executed share transfer forms substance reasonably satisfactory to the Buyer and for its inclusion in the Public Deed, certifying with reference to the Company’s Registry Book of Shareholders (Libro Registro de Socios) (A) the ownership of the Sale Shares, (B) that the Sale Shares are free from any Liens, and (C) that all requirements for the transfer of the Company Common Sale Shares to the Buyer as well as set forth by Law, the original share certificates Company’s bylaws and any relevant agreement have been duly endorsed pertaining to complied with; (iv) letter signed by all the shareholders of the Company Common Sharesrenouncing to and waiving any preemption rights in relation to the transfer of the Sale Shares to which they might be entitled by virtue of Law, free the Company’s bylaws or the Existing Shareholders Agreement; (v) adequate evidence of the termination of the Existing Shareholders Agreement signed by all the shareholders of the Company; (vi) the transfer of the Sale Shares shall be recorded in the Company’s Registry Book of Shareholders; (vii) a duly executed release in the form mutually agreed to by the Buyer (the “Shareholder Release”) from the Seller and clear the Founders; and (viii) A General Shareholders’ meeting in the Company shall be held with universal nature adopting, the following resolutions: (i) resignation of all Liensthe current joint and several directors of the Company, other than restrictions of general applicability under applicable securities Laws or ownership Laws of India, including in respect of foreign ownership. (ii) The Sellers, the Company and the Buyer shall complete and deliver necessary forms and documents in respect change of the Company Common Shares including Form FCCompany’s management structure to a Board of Directors; (iii) appointment of the Board members listed in Clause 4.4. of the Shareholders Agreement; (iv) approval of new by-TRS, consent letters, undertakings and other documents required to be submitted pursuant to laws of the Form FC-TRS, file the aforementioned documents with the concerned authorized dealer and the Company shall procure the requisite endorsement on the Form FC-TRS pursuant to applicable LawCompany. ThereafterConcomitantly, a complete set Board of the Form FC-TRS, duly endorsed, Director’s meeting shall be handed over to held appointing the Chairman and Secretary of the Board of Directors of the Company (in accordance with the “Board above referred Clause 4.4. of Directors”) for its necessary action pursuant to clause (iii) belowthe Shareholders Agreement. (iiiix) Delivery by the Buyer of discharge letters for the benefit of the director(s) undertaking, in the absence of fraud or gross negligence, not to bring any direct action against him/them for any past action in his/its condition as director in relation to the management of the Company. (c) The Founders and the Buyer shall execute the Options Agreement and shall grant before the Notary a public deed pursuant to which Options Agreement is notarized (elevación a público). The Option rights over the Founders’ Shares shall be recorded in the Company’s Registry Book of Shareholders (d) The Founders and the Buyer shall declare the termination and effectively terminate the Pledge (including the Promise to Pledge as described under the Pledge) including any and all rights and obligations stated therein, and the Irrevocable Power of Attorney granted on the same date in connection therewith. (e) The Founders, the Buyer, and the Company shall cause execute the Shareholders Agreement and shall grant before the Notary a meeting public deed pursuant to which the Shareholders Agreement is notarized (elevación a público). (f) The Founders shall deliver written evidence of the Board of Directors at which the Board of Directors shall take note of, approve and register the transfer termination of the Phantom Shares Agreements signed by the Company Common Shares from the Sellers to the Buyer and authorize relevant persons for carrying out relevant notings/changes in all the corporate records certain managers, consultants and employees of the Company, including the register of members to reflect expressly releasing the Buyer as from any direct or indirect liability that may arise in connection with the legal and beneficial owner same and/or any claim any employee, manager or shareholder of the Company Common Shares. (iv) The Sellers shall deliver may have against the Company in relation to any existing or ensure deemed employee stock option, phantom shares or incentive plan for the delivery benefit of any of the following documents to the Buyer: A. duly stamped equity share certificates endorsed employees, managers and/or shareholders (whether in favor of the Buyer in respect of the Company Common Shares;writing or orally).

Closing Actions. On The Seller shall deliver or cause to be delivered to the Buyer each of the following, duly executed by the Seller (where appropriate): (a) bills of sale conveying to the Buyer the Purchased Assets and other instruments of transfer as may be reasonably required by the Buyer; (b) a special warranty deed or deeds conveying the Purchased Real Property to the Buyer; (c) originals of all of the following: (i) the Personal Property Leases; (ii) all other Purchased Contracts; and (iii) any consents required for the Purchased Contracts; (d) title insurance policies for each parcel of Real Property issued by Title Insurer, dated the Closing Date, upon satisfaction or waiver each of which such policies (i) shall be in the full amount of the portion of the Purchase Price that the Seller and the Buyer mutually allocate to each such parcel in accordance with Section 1.3(c), and (ii) shall be in the form of American Land Title Association Owner's Policy, 1970 Form B, subject only to the standard exclusions from coverage contained in such policy and the applicable Permitted Liens; (e) certificates of title for all Vehicles, duly endorsed for transfer to the Buyer and keys for all Vehicles; (f) certificates of the secretaries of the Seller and the Parent, dated as of the Closing Date, certifying the resolutions of the boards of directors of the Seller and Parent approving and authorizing the execution and delivery of this Agreement and the consummation by the Seller and Parent of the transactions contemplated hereby, together with an incumbency and signature certificate regarding the officer(s) signing on behalf of the Seller and Parent; (g) non-competition agreements duly executed by Seller and Parent in the form of Exhibit D attached hereto; (h) a certificate executed by the Seller and Parent indicating that all conditions to Seller's obligations have been satisfied or waived and that all representations of the Seller and Parent contained herein are true and correct at the Closing set forth in Sections 8.1 and 8.2, the following shall occur:Date; (i) The Buyer shall pay the Closing Consideration to the Sellers by wire transfer of immediately available funds and, subject to receipt of the Closing Consideration, the Sellers shall deliver to the Buyer, duly signed Escrow Agreement; and executed share transfer forms for transfer of the Company Common Shares to the Buyer as well as the original share certificates duly endorsed pertaining to (j) any and all of the Company Common Shares, free and clear of all Liens, other than restrictions of general applicability under applicable securities Laws or ownership Laws of India, including in respect of foreign ownership. (ii) The Sellers, the Company and the Buyer shall complete and deliver necessary forms and documents in respect of the Company Common Shares including Form FC-TRS, consent letters, undertakings and other documents and instruments reasonably required to be submitted pursuant to satisfy the Form FC-TRS, file obligations under the aforementioned documents with the concerned authorized dealer and the Company shall procure the requisite endorsement on the Form FC-TRS pursuant to applicable Law. Thereafter, a complete set of the Form FC-TRS, duly endorsed, shall be handed over to the Board of Directors of the Company (the “Board of Directors”) for its necessary action pursuant to clause (iii) belowtransactions contemplated herein. (iii) The Company shall cause a meeting of the Board of Directors at which the Board of Directors shall take note of, approve and register the transfer of the Company Common Shares from the Sellers to the Buyer and authorize relevant persons for carrying out relevant notings/changes in all the corporate records of the Company, including the register of members to reflect the Buyer as the legal and beneficial owner of the Company Common Shares. (iv) The Sellers shall deliver or ensure the delivery of the following documents to the Buyer: A. duly stamped equity share certificates endorsed in favor of the Buyer in respect of the Company Common Shares;

Closing Actions. On (a) The following actions shall take place at the registered office of the Company on the Closing Date, upon satisfaction or waiver of the conditions to Closing set forth in Sections 8.1 and 8.2, the following shall occur: (i) The Buyer Purchasers shall, and each Original Purchaser shall pay procure that the Purchasers shall remit the Closing Consideration to the Sellers Purchase Amount by wire transfer of immediately available funds and, subject to receipt or electronic fund transfer into the account designated under Clause 3.5 of the Closing ConsiderationAgreement, the Sellers shall deliver prior to the Buyer, duly signed and executed share transfer forms for transfer of the Company Common Shares to the Buyer as well as the original share certificates duly endorsed pertaining to all of the Company Common Shares, free and clear of all Liens, other than restrictions of general applicability under applicable securities Laws or ownership Laws of India, including in respect of foreign ownershipClosing Date. (ii) The SellersUpon each of the Purchasers providing the Sellers with a copy of the irrevocable wire transfer instructions, the Sellers shall (i) deliver to its respective depository participant, the delivery instructions duly signed by him authorizing the depository participant to give credit of the Seller 1 Sale Shares and / or the Seller 2 Sale Shares to the dematerialized account of the respective Purchasers, details of which shall be provided by each of the Purchasers to the Sellers; and (ii) deliver a copy of the aforesaid irrevocable delivery instruction slip along with a confirmation from the respective Seller’s depository participant that the Seller 1 Sale Shares and / or the Seller 2 Sale Shares have been credited to the dematerialized account of the Purchasers. (b) The Company shall convene and hold a meeting of its Board, at which meeting the directors shall pass a resolution to record the transfer of the Seller 1 Sale Shares and the Buyer Seller 2 Sale Shares in the name of the respective Purchasers upon receipt of the duly executed receipt from the depository of the Purchasers acknowledging the transfer of the Seller 1 Sale Shares and the Seller 2 Sale Shares and the Company shall complete and deliver necessary forms and documents take such other actions as may be required under its Charter Documents or by Applicable Law, in respect of the Company Common Shares including Form FC-TRS, consent letters, undertakings performance of the various obligations under this Agreement; and other documents required to be submitted pursuant deliver certified copies of such resolutions to the Form FC-TRS, file the aforementioned documents with the concerned authorized dealer and the Company shall procure the requisite endorsement on the Form FC-TRS pursuant to applicable Law. Thereafter, a complete set of the Form FC-TRS, duly endorsed, shall be handed over to the Board of Directors of the Company (the “Board of Directors”) for its necessary action pursuant to clause (iii) belowPurchaser Representatives. (iiic) The Company shall cause a meeting Parties agree that each of the Board of Directors at which the Board of Directors actions provided for in Clause 4.6 (Closing Actions) above shall take note of, approve and register place on the transfer Closing Date simultaneously with each of the Company Common Shares from transactions set out in clause 6.2 of the Sellers Restated Long Form SPA and none of the above mentioned transactions shall be consummated unless all such transactions have been completed or complied with. The Parties shall take all measures and do all acts, deeds, matters and things as may be required to the Buyer and authorize relevant persons for carrying out relevant notings/changes in ensure that all the corporate records of events contemplated under Clause 4.6 (Closing Actions) are initiated and completed on the Company, including the register of members to reflect the Buyer as the legal and beneficial owner of the Company Common SharesClosing Date. (iv) The Sellers shall deliver or ensure the delivery of the following documents to the Buyer: A. duly stamped equity share certificates endorsed in favor of the Buyer in respect of the Company Common Shares;

Closing Actions. (a) On the Closing Date, upon satisfaction or waiver of the conditions each Seller, as applicable, shall deliver to Closing set forth in Sections 8.1 and 8.2, the following shall occurBuyer: (i) The a xxxx of sale in the form of Exhibit A hereto (the “Xxxx of Sale”), duly executed by such Seller, transferring the Assets other than the Store Leases and the Assigned Subleases to Buyer; (ii) with respect to each Store Lease, an Assignment and Assumption of Lease substantially in the form of Exhibit C (each, an “Assignment and Assumption of Lease”), duly executed, and, if applicable, acknowledged by such Seller; (iii) with respect to each Assigned Sublease, an Assumption and Assignment Agreement substantially in the form of Exhibit B (each, an “Assignment and Assumption Agreement”) duly executed and, if applicable, acknowledged by such Seller; (iv) a certificate pursuant to Treasury Regulations Section 1.1445-2(b), in a form reasonably acceptable to Buyer, that such Seller is not a foreign person within the meaning of Section 1445 of the Internal Revenue Code of 1986, as amended, duly executed by such Seller; (v) a certificate of the secretary of such Seller certifying to (A) such entity’s certificate of formation and limited liability company agreement (or similar governing documents), (B) the adoption of resolutions of such entity approving the transactions contemplated hereby, and (C) the incumbency of the officers signing this Agreement and other Transaction Documents on behalf of such entity (together with their specimen signatures); (vi) the Sellers’ Closing Certificate; (vii) a statement (the “Closing Statement”) setting forth the Purchase Price, the Buyer Deposit, the calculation of the Adjustment Amount on a Store-by-Store basis (which amount may be a negative or a positive number) and other adjustments to the Purchase Price as contemplated by this Agreement, with reasonable supporting details, duly executed by the Sellers; and (viii) such other documents, instruments or certificates as contemplated to be delivered by Sellers, or as shall be reasonably requested by Buyer and its counsel. (b) On the Closing Date, Buyer shall pay deliver to Sellers: (i) the Purchase Price, less the amount of the Buyer Deposit, by wire transfer of immediately available funds to the account(s) specified in writing by Sellers; (ii) each Xxxx of Sale, each Assignment and Assumption Agreement and each Assignment and Assumption of Lease, each duly executed, and, if applicable, acknowledged by Buyer; and (iii) the Buyer’s Closing Certificate; and (iv) the Closing Consideration Statement, duly executed by Buyer. (c) At the Closing, Buyer and Sellers shall deliver to Escrow Holder joint written instructions instructing the Escrow Holder to deliver the Buyer Deposit to Sellers by wire transfer of immediately available funds and, subject to receipt of the Closing Consideration, the Sellers shall deliver to the Buyer, duly signed and executed share transfer forms for transfer of the Company Common Shares to the Buyer as well as the original share certificates duly endorsed pertaining to all of the Company Common Shares, free and clear of all Liens, other than restrictions of general applicability under applicable securities Laws or ownership Laws of India, including in respect of foreign ownershipan account designated by Sellers. (ii) The Sellers, the Company and the Buyer shall complete and deliver necessary forms and documents in respect of the Company Common Shares including Form FC-TRS, consent letters, undertakings and other documents required to be submitted pursuant to the Form FC-TRS, file the aforementioned documents with the concerned authorized dealer and the Company shall procure the requisite endorsement on the Form FC-TRS pursuant to applicable Law. Thereafter, a complete set of the Form FC-TRS, duly endorsed, shall be handed over to the Board of Directors of the Company (the “Board of Directors”) for its necessary action pursuant to clause (iii) below. (iii) The Company shall cause a meeting of the Board of Directors at which the Board of Directors shall take note of, approve and register the transfer of the Company Common Shares from the Sellers to the Buyer and authorize relevant persons for carrying out relevant notings/changes in all the corporate records of the Company, including the register of members to reflect the Buyer as the legal and beneficial owner of the Company Common Shares. (iv) The Sellers shall deliver or ensure the delivery of the following documents to the Buyer: A. duly stamped equity share certificates endorsed in favor of the Buyer in respect of the Company Common Shares;

Closing Actions. On 6.2.1 The following actions shall take place at the registered office of the Company on the Closing Date, upon satisfaction or waiver of the conditions to Closing set forth Date in Sections 8.1 and 8.2, the following shall occurorder: (a) The Seller shall have delivered the Final Tax Certificate to the Purchasers with respect to the sale of the Sale Shares held by the Seller to the Purchasers. (b) Subject to the escrow arrangement in Schedule 7, the Seller shall (i) The Buyer shall pay deliver to its depository participant, the Closing Consideration delivery instructions duly signed by it authorizing the depository participant to give credit of the Sale Shares to the Sellers dematerialized account of the respective Purchaser, details of which shall be provided by each Purchaser to the Seller; and (ii) deliver a copy of the aforesaid irrevocable delivery instruction slip along with a confirmation from the respective Seller’s depository participant that the Sale Shares have been credited to the dematerialized account of the respective Purchaser; (c) Subject to the escrow arrangement in Schedule 7, each Purchaser shall remit their respective Net Purchase Amount by wire transfer or electronic fund transfer into an account designated by the Seller (the Seller Designated Account), in accordance with the terms of immediately available funds andthis Agreement; (d) The Company shall deliver its Supporting Documents to the Purchasers. 6.2.2 The Company shall convene and hold a meeting of its Board, subject at which meeting the directors shall pass resolutions, inter alia, to record the transfer of the Sale Shares in the name of each of the Purchasers and in the proportions as set out in Schedule 8 and deliver certified copies of such resolutions to the Purchasers upon receipt of the Closing Consideration, duly executed receipt from the Sellers shall deliver to depository of the Buyer, duly signed and executed share transfer forms for Purchasers acknowledging the transfer of the Company Common Sale Shares to the Buyer as well as the original share certificates duly endorsed pertaining to all each of the Company Common Shares, free Purchasers and clear of all Liens, other than restrictions of general applicability under applicable securities Laws or ownership Laws of India, including in respect of foreign ownership. (ii) The Sellers, the Company and the Buyer shall complete and deliver necessary forms and documents take such other actions as may be required under its Charter Documents or by Applicable Law, in respect of the Company Common Shares including performance of the various obligations under this Agreement. 6.2.3 The Parties agree that each of the actions provided for in Clause 6.2 (Closing Actions) above shall take place on the Closing Date simultaneously with each of the transactions set out in clause 6.2.1 on the First Closing Date under the Restated Long Form FC-TRSSPA, consent lettersand none of the above mentioned transactions shall be consummated unless all such transactions have been completed or complied with. The Parties shall take all measures and do all acts, undertakings deeds, matters and other documents things as may be required to be submitted pursuant to ensure that all the Form FC-TRS, file the aforementioned documents with the concerned authorized dealer events contemplated under Clause 6.2.1 (Closing Actions) are initiated and the Company shall procure the requisite endorsement completed on the Form FC-TRS pursuant to applicable Law. Thereafter, a complete set of the Form FC-TRS, duly endorsed, shall be handed over to the Board of Directors of the Company (the “Board of Directors”) for its necessary action pursuant to clause (iii) belowClosing Date. (iii) The Company shall cause a meeting of the Board of Directors at which the Board of Directors shall take note of, approve and register the transfer of the Company Common Shares from the Sellers to the Buyer and authorize relevant persons for carrying out relevant notings/changes in all the corporate records of the Company, including the register of members to reflect the Buyer as the legal and beneficial owner of the Company Common Shares. (iv) The Sellers shall deliver or ensure the delivery of the following documents to the Buyer: A. duly stamped equity share certificates endorsed in favor of the Buyer in respect of the Company Common Shares;

Closing Actions. On (a) At the Closing DateClosing, upon satisfaction or waiver of the conditions subject to Closing set forth in Sections 8.1 and 8.2, the following shall occurSection 2.4: (i) The Buyer shall pay make the Closing Consideration following payments: (A) to Seller an amount equal to the Sellers Estimated Purchase Price less the Aggregate Escrow Amount, which amount shall be paid by wire transfer of immediately available funds andto an account designated by Seller to Buyer in writing no later than two (2) Business Days prior to the Closing Date; (B) with respect to each Payoff Letter provided to Seller in accordance with Section 6.12, subject the amount of Company Debt set forth therein to receipt the lender or lenders entitled thereto, which amounts shall be paid in accordance with the instructions set forth in the applicable Payoff Letter; (C) with respect to each Person entitled to receive a portion of the Closing ConsiderationEstimated Seller Transaction Expenses, the Sellers amount of such portion of the Estimated Seller Transaction Expenses, which shall deliver be paid to such Person in accordance with the instructions provided by Seller to Buyer in writing no later than two (2) Business Days prior to Closing (which instructions may, for the avoidance of doubt, provide for any such payment to be made the Company for further payment at Closing to the Buyerapplicable Person); and (D) the Purchase Price Adjustment Escrow Amount into the Purchase Price Adjustment Escrow Account and the Indemnity Escrow Amount into the Indemnity Escrow Account, duly signed and executed share transfer forms for transfer in each case pursuant to the terms of the Company Common Shares to the Buyer as well as the original share certificates duly endorsed pertaining to all of the Company Common Shares, free and clear of all Liens, other than restrictions of general applicability under applicable securities Laws or ownership Laws of India, including in respect of foreign ownershipEscrow Agreement. (ii) The SellersBuyer shall deliver to Seller the following: (A) the Escrow Agreement, the Company duly executed by Buyer and the Buyer shall complete and deliver necessary forms and documents in respect of the Company Common Shares including Form FC-TRS, consent letters, undertakings and other documents required to be submitted pursuant to the Form FC-TRS, file the aforementioned documents with the concerned authorized dealer and the Company shall procure the requisite endorsement on the Form FC-TRS pursuant to applicable Law. Thereafter, a complete set of the Form FC-TRS, duly endorsed, shall be handed over to the Board of Directors of the Company (the “Board of Directors”) for its necessary action pursuant to clause (iii) belowEscrow Agent. (iii) The Company shall cause a meeting of the Board of Directors at which the Board of Directors shall take note of, approve and register the transfer of the Company Common Shares from the Sellers to the Buyer and authorize relevant persons for carrying out relevant notings/changes in all the corporate records of the Company, including the register of members to reflect the Buyer as the legal and beneficial owner of the Company Common Shares. (iv) The Sellers Seller shall deliver or ensure the delivery of the following documents to the Buyer: A. duly stamped equity share certificates endorsed in favor (A) all proper and necessary instruments for the conveyance of the Buyer in respect all of Seller’s right, title and interest in, to and under the Company Common Shares;Interests; and (B) the Escrow Agreement, duly executed by Seller.

Closing Actions. On At the Closing Date, upon satisfaction or waiver of the conditions to Closing set forth in Sections 8.1 and 8.2Closing, the following shall occur: (ia) The Buyer Buyers shall pay the Closing Cash Consideration to Sellers in accordance with Section 2.1(c); (b) KMI and HSR shall execute and deliver an Assignment of Membership Interest to HSR effective as of the Sellers by wire Effective Time in the form attached hereto as Exhibit D; (c) KNGG and HSG shall execute such Conveyance Documents as may be appropriate to transfer of immediately available funds andthe Gathering Assets to HSG, subject to receipt the Permitted Encumbrances, and without warranty, express or implied, except as provided in this Agreement, effective as of the Effective Time and containing such provisions as may be appropriate to cause HSG to assume all obligations arising under the Intangibles attributable to the period from and after the Effective Time; and taking into account any changes in the Gathering Assets since the date hereof, such as additions thereto, dispositions or terminations of any portion thereof, amendments, new Contracts or Permits, change in Effective Time, exercise by Sellers of the right to retain the Optional Excluded Assets, failure to obtain any required consent to assignment from any third party or other matters that may need to be taken into account in order that the mutually agreed upon forms of the Conveyance Documents are appropriate to transfer the Gathering Assets as they exist, and may be assigned, at the time of the Closing Considerationto HSG and for HSG to assume all obligations arising under the Intangibles as they exist at the time of Closing attributable to the period from and after the Effective Time; in this connection it is understood that, subject to Section 2.8, the Rights-of-Way that are also used in connection with the Excluded Assets will be transferred pursuant to the form of Partial Assignment attached hereto as Exhibit E, the Plant Interest will be transferred pursuant to the form of Assignment of Plant Interest attached hereto as Exhibit F, the station site leases that are part of the Gathering Assets shall be transferred pursuant to the form of Assignment of Station Site Leasehold Interest attached hereto as Exhibit G, the fee properties that are part of the Gathering Assets will be transferred pursuant to the form of Deed attached hereto as Exhibit H, and all other Gathering Assets shall be transferred pursuant to the form of Assignment, Xxxx of Sale and Conveyance attached hereto as Exhibit I, or variations thereof mutually acceptable to the Parties. (d) HSG shall deliver to KNGG and KMI a full and complete release of all their obligations under the Master Equipment Lease executed by Master Equipment Lessor; (e) Sellers shall deliver an affidavit of non-foreign ownership and shall deliver to Buyers an executed Colorado Revenue Form 1083, or the parties shall otherwise satisfy Colorado withholding tax requirements; (f) Sellers shall execute and deliver releases of the mortgages, liens and security interests granted to Sellers pursuant to Section 2.4(g); (g) Subject to the Buyerprovisions of Section 2.11(a), duly signed (b), (c) and executed share transfer forms for transfer (d), Sellers shall make available to Buyers at Sellers' offices any of the Company Common Shares Books and Records that have not previously been delivered to Buyers; and (h) Sellers shall pay, or cause to be paid, the Buyer as well as the original share certificates duly endorsed pertaining to all outstanding principal amount of the Company Common Shares, free loans made by HSG to KNGG and clear of all Liens, other than restrictions of general applicability under applicable securities Laws or ownership Laws of India, including in respect of foreign ownership. (ii) The Sellers, the Company and the Buyer shall complete and deliver necessary forms and documents in respect of the Company Common Shares including Form FC-TRS, consent letters, undertakings and other documents required to be submitted KNWTLLC pursuant to the Form FC-TRS, file the aforementioned documents with the concerned authorized dealer and the Company shall procure the requisite endorsement on the Form FC-TRS pursuant to applicable Law. Thereafter, a complete set of the Form FC-TRS, duly endorsed, shall be handed over to the Board of Directors of the Company (the “Board of Directors”) for its necessary action pursuant to clause (iii) belowSection 5.3.20. (iii) The Company shall cause a meeting of the Board of Directors at which the Board of Directors shall take note of, approve and register the transfer of the Company Common Shares from the Sellers to the Buyer and authorize relevant persons for carrying out relevant notings/changes in all the corporate records of the Company, including the register of members to reflect the Buyer as the legal and beneficial owner of the Company Common Shares. (iv) The Sellers shall deliver or ensure the delivery of the following documents to the Buyer: A. duly stamped equity share certificates endorsed in favor of the Buyer in respect of the Company Common Shares;

Closing Actions. On At the Closing Date, upon satisfaction or waiver of the conditions to Closing set forth in Sections 8.1 and 8.2Closing, the parties hereto shall take the following shall occuractions: (ia) The Buyer shall pay the Closing Consideration to the Sellers by wire transfer of immediately available funds and, subject to receipt of the Closing Consideration, the Sellers shall deliver to Buyer one or more certificates representing all of the BuyerShares, duly signed and executed in blank or accompanied by share transfer forms duly executed in blank, in proper form for transfer, with all appropriate stock transfer of the Company Common Shares to the Buyer as well as the original share certificates duly endorsed pertaining to all of the Company Common Sharestax stamps affixed, free and clear of all Liens, other than restrictions of general applicability under applicable securities Laws or ownership Laws of India, including in respect of foreign ownership.Encumbrances; (iib) The SellersSellers shall deliver to the Buyer or Buyer’s agent the updated register of shares of the Company, detailing the Buyer as the registered holder of the Shares; (c) Sellers shall deliver to Buyer the minute books, share ledgers, corporate seal and all other corporate books and records of the Company and the Buyer shall complete Subsidiaries, which delivery may be effected by leaving the foregoing books, ledgers, seal and deliver necessary forms and documents records in respect the offices of the Company Common Shares including Form FC-TRSas of the Closing Date and the Investor Rights Agreement duly executed by Sellers; (d) Buyer shall deliver to Sellers the Cash Consideration by Wire Transfer. Buyer shall deliver stock certificates in the names and amounts as directed by Sellers representing, consent lettersin the aggregate, undertakings the Stock Consideration and the Investor Rights Agreement duly executed by Buyer; (e) Sellers shall deliver stock powers, executed in blank, along with the stock certificates described in clause (d) above to Escrow Agent to be held pursuant to Section 2.3 hereof; (f) Buyer shall appoint, or cause to be appointed, Sellers’ designees to the applicable boards of directors or similar management or governing bodies as contemplated under Section 6.18; (g) Each party hereto shall deliver to the other the certificates and other documents documents, as applicable, required to be submitted delivered by such party pursuant to the Form FC-TRS, file the aforementioned documents with the concerned authorized dealer and the Company shall procure the requisite endorsement on the Form FC-TRS pursuant to applicable Law. Thereafter, a complete set Article VIII hereof; and (h) Upon receipt of the Form FC-TRSShares, duly endorsed, Buyer shall be handed over deliver to the Board of Directors Sellers a receipt evidencing receipt of the Company (the “Board of Directors”) for its necessary action pursuant to clause (iii) below. (iii) The Company shall cause a meeting Shares and, upon receipt of the Board of Directors at which the Board of Directors shall take note ofPurchase Price, approve and register the transfer of the Company Common Shares from the Sellers to the Buyer and authorize relevant persons for carrying out relevant notings/changes in all the corporate records of the Company, including the register of members to reflect the Buyer as the legal and beneficial owner of the Company Common Shares. (iv) The Sellers shall deliver or ensure the delivery to Buyer a receipt evidencing receipt of the following documents to the Buyer: A. duly stamped equity share certificates endorsed in favor of the Buyer in respect of the Company Common Shares;Purchase Price.

Closing Actions. On At Closing, (a) the Closing DatePurchaser and Seller shall execute, upon satisfaction substantially in the form shown in Schedule 3.6, the Transfer Agreement and such other deeds, certificates, instruments necessary to convey, assign or waiver of transfer the conditions Assets and the Assumed Liabilities in accordance with applicable Legal Requirements; (b) the Purchaser shall pay to Closing the Seller by irrevocable wire transfer the Provisional Purchase Price set forth in Sections 8.1 Article 3.3; (c) the Seller shall have caused the members of the management boards of ABEX Rail S.A. (“conseil d’administration”) and 8.2, of Rütgers Rail GmbH (“Geschäftsführung”) as nominated by Purchaser five Business Days before Closing to resign and Seller shall cause the following minority shareholders of Abex Rail S.A. to transfer the shares held by them to the persons notified by Purchaser in writing five Business Days prior to Closing to Seller; (d) the Seller shall occur:hold on Purchaser’s timely request a shareholders’ meeting at ABEX Rail S.A. in order to change the company name. (e) the Seller shall hold a shareholders’ meeting at Rütgers Rail GmbH in order to change the company name in such a way that it shall no longer contain the word “Rütgers”. (f) the Seller shall deliver a certificate that (i) The Buyer Seller’s representations and warranties in this Agreement shall pay have been accurate in all material respects as of the Closing Consideration to the Sellers by wire transfer of immediately available funds and, subject to receipt time of the Closing Considerationas if then made, the Sellers shall deliver to the Buyer, duly signed and executed share transfer forms for transfer of the Company Common Shares to the Buyer as well as the original share certificates duly endorsed pertaining to all of the Company Common Shares, free and clear of all Liens, other than restrictions of general applicability under applicable securities Laws or ownership Laws of India, including in respect of foreign ownership. (ii) The Sellers, the Company covenants and obligations that the Buyer shall complete and deliver necessary forms and documents in respect of the Company Common Shares including Form FC-TRS, consent letters, undertakings and other documents Seller is required to be submitted perform or to comply with pursuant to this Agreement at or prior to the Form FC-TRS, file the aforementioned documents with the concerned authorized dealer and the Company shall procure the requisite endorsement on the Form FC-TRS pursuant to applicable Law. Thereafter, a complete set of the Form FC-TRS, duly endorsedClosing, shall be handed over to the Board of Directors of the Company (the “Board of Directors”) for its necessary action pursuant to clause have been duly performed and complied with in all material respects, and (iii) below. (iii) The Company shall cause a meeting each consent required under Section 5.5 remained in effect and has not been withdrawn or otherwise terminated since date of the Board of Directors at which the Board of Directors shall take note of, approve and register the transfer of the Company Common Shares from the Sellers to the Buyer and authorize relevant persons for carrying out relevant notings/changes in all the corporate records of the Company, including the register of members to reflect the Buyer as the legal and beneficial owner of the Company Common SharesPre-Closing. (iv) The Sellers shall deliver or ensure the delivery of the following documents to the Buyer: A. duly stamped equity share certificates endorsed in favor of the Buyer in respect of the Company Common Shares;

Closing Actions. On The Company and Diblo shall consummate the Closing DateMerger (together with, upon satisfaction or waiver of the conditions to Closing set forth in Sections 8.1 and 8.2if applicable, the following shall occur: (iDIFA Merger) The Buyer shall pay the Closing Consideration pursuant to the Sellers Merger Resolutions by wire transfer of immediately available funds andtaking the actions described in clauses (a) through (c) below, subject it being understood and agreed that, with respect to receipt of the Closing Considerationclause (a) below, the Sellers such actions shall deliver to the Buyer, duly signed be taken simultaneously and executed share transfer forms for transfer of the Company Common Shares to the Buyer as well as the original share certificates duly endorsed pertaining to all of the Company Common Shares, free and clear of all Liens, other than restrictions of general applicability under applicable securities Laws or ownership Laws of India, including together with such actions in respect of foreign ownershipthe DIFA Merger and, with respect to clauses (b) and (c) below, if the Merger shall occur simultaneously with the DIFA Merger as provided herein, such actions shall be taken simultaneously and together with such actions in respect of the DIFA Merger. (iia) The SellersOn the Shareholders’ Meetings Date, the Company and the Buyer shall complete Diblo will execute and deliver necessary forms and documents a Merger Agreement substantially in respect the form of Section 2.04(a) of the Company Common Shares including Form FCDisclosure Schedule (the “Merger Agreement”), which will provide that (1) the Merger will be effective upon registration with the Public Registry of Commerce (Registro Público de Comercio) of the Federal District of Mexico (the “RPC”) as provided for in Article 225 of the General Commercial Companies Act (Ley General de Sociedades Mercantiles), for which purpose the Company, as Surviving Corporation, will expressly covenant to pay, on demand, all outstanding obligations owing to then-TRSexisting creditors of the Company and Diblo that did not consent to the Merger, consent letters(2) from and after the Effective Time, undertakings the Surviving Corporation shall possess all rights, privileges, powers and other documents required to franchises of the Company and Diblo, and all of the claims, obligations, liabilities, debts and duties of the Company and Diblo shall become the claims, obligations, liabilities, debts and duties of the Surviving Corporation, and (3) the Merger shall be submitted carried out pursuant to the Form FCother terms and conditions set forth in this Agreement. (b) As soon as reasonably practicable after the Effective Time, Diblo shall register in its corporate books the cancellation of the Diblo shares owned by the Company and ABI and its Subsidiaries and generally make all annotations and entries into the corporate books of Diblo as necessary to evidence the termination of Diblo’s legal existence by virtue of the Merger. The Company will cancel all share certificates of the Company outstanding immediately prior to the Effective Time and re-TRSissue and deliver new certificates to the shareholders of the Company and Indeval reflecting the Company’s capital structure after giving effect to the Merger Resolutions (including the Merger and, file if applicable, the aforementioned documents with DIFA Merger) and the concerned authorized dealer Share Restructuring and generally take any action that is necessary or that the parties agree is convenient to consummate and formalize the items approved in the Merger Resolutions. (c) As soon as reasonably practicable after the Effective Time, the Company shall procure issue and deliver to ABI a certificate or certificates representing the requisite endorsement on Merger Consideration, effective upon the Form FC-TRS pursuant to applicable Law. Thereafter, a complete set cancellation of the Form FC-TRS, duly endorsed, shall be handed over to the Board of Directors of the Company (the “Board of Directors”) for Diblo Shares owned by ABI and its necessary action pursuant to clause (iii) belowSubsidiaries. (iii) The Company shall cause a meeting of the Board of Directors at which the Board of Directors shall take note of, approve and register the transfer of the Company Common Shares from the Sellers to the Buyer and authorize relevant persons for carrying out relevant notings/changes in all the corporate records of the Company, including the register of members to reflect the Buyer as the legal and beneficial owner of the Company Common Shares. (iv) The Sellers shall deliver or ensure the delivery of the following documents to the Buyer: A. duly stamped equity share certificates endorsed in favor of the Buyer in respect of the Company Common Shares;

Closing Actions. On The Company and Diblo shall consummate the Closing DateMerger (together with, upon satisfaction or waiver of the conditions to Closing set forth in Sections 8.1 and 8.2if applicable, the following shall occur: (iDIFA Merger) The Buyer shall pay the Closing Consideration pursuant to the Sellers Merger Resolutions by wire transfer of immediately available funds andtaking the actions described in clauses (a) through (c) below, subject it being understood and agreed that, with respect to receipt of the Closing Considerationclause (a) below, the Sellers such actions shall deliver to the Buyer, duly signed be taken simultaneously and executed share transfer forms for transfer of the Company Common Shares to the Buyer as well as the original share certificates duly endorsed pertaining to all of the Company Common Shares, free and clear of all Liens, other than restrictions of general applicability under applicable securities Laws or ownership Laws of India, including together with such actions in respect of foreign ownershipthe DIFA Merger and, with respect to clauses (b) and (c) below, if the Merger shall occur simultaneously with the DIFA Merger as provided herein, such actions shall be taken simultaneously and together with such actions in respect of the DIFA Merger. (iia) The SellersOn the Shareholders’ Meetings Date, the Company and the Buyer shall complete Diblo will execute and deliver necessary forms and documents a Merger Agreement substantially in respect the form of Section 2.04(a) of the Company Common Shares including Form FCDisclosure Schedule (the “ Merger Agreement ”), which will provide that (1) the Merger will be effective upon registration with the Public Registry of Commerce ( Registro Público de Comercio ) of the Federal District of Mexico (the “ RPC ”) as provided for in Article 225 of the General Commercial Companies Act ( Ley General de Sociedades Mercantiles ), for which purpose the Company, as Surviving Corporation, will expressly covenant to pay, on demand, all outstanding obligations owing to then-TRSexisting creditors of the Company and Diblo that did not consent to the Merger, consent letters(2) from and after the Effective Time, undertakings the Surviving Corporation shall possess all rights, privileges, powers and other documents required to franchises of the Company and Diblo, and all of the claims, obligations, liabilities, debts and duties of the Company and Diblo shall become the claims, obligations, liabilities, debts and duties of the Surviving Corporation, and (3) the Merger shall be submitted carried out pursuant to the Form FCother terms and conditions set forth in this Agreement. (b) As soon as reasonably practicable after the Effective Time, Diblo shall register in its corporate books the cancellation of the Diblo shares owned by the Company and ABI and its Subsidiaries and generally make all annotations and entries into the corporate books of Diblo as necessary to evidence the termination of Diblo’s legal existence by virtue of the Merger. The Company will cancel all share certificates of the Company outstanding immediately prior to the Effective Time and re-TRSissue and deliver new certificates to the shareholders of the Company and Indeval reflecting the Company’s capital structure after giving effect to the Merger Resolutions (including the Merger and, file if applicable, the aforementioned documents with DIFA Merger) and the concerned authorized dealer Share Restructuring and generally take any action that is necessary or that the parties agree is convenient to consummate and formalize the items approved in the Merger Resolutions. (c) As soon as reasonably practicable after the Effective Time, the Company shall procure issue and deliver to ABI a certificate or certificates representing the requisite endorsement on Merger Consideration, effective upon the Form FC-TRS pursuant to applicable Law. Thereafter, a complete set cancellation of the Form FC-TRS, duly endorsed, shall be handed over to the Board of Directors of the Company (the “Board of Directors”) for Diblo Shares owned by ABI and its necessary action pursuant to clause (iii) belowSubsidiaries. (iii) The Company shall cause a meeting of the Board of Directors at which the Board of Directors shall take note of, approve and register the transfer of the Company Common Shares from the Sellers to the Buyer and authorize relevant persons for carrying out relevant notings/changes in all the corporate records of the Company, including the register of members to reflect the Buyer as the legal and beneficial owner of the Company Common Shares. (iv) The Sellers shall deliver or ensure the delivery of the following documents to the Buyer: A. duly stamped equity share certificates endorsed in favor of the Buyer in respect of the Company Common Shares;

Closing Actions. On The Parties acknowledge and agree that it is a requirement for the sale and purchase of the Sale Shares to be completed that all the below actions to be carried out on the Closing Date pursuant to this Section 3.2, and all documents to be executed or delivered hereunder, are effectively completed and executed or delivered simultaneously (en unidad de acto) on the date hereof: (a) The Parties shall grant before the Notary a public deed pursuant to which (i) the Parties formalize (elevación a público) this Agreement into public deed, (ii) the Sellers acknowledge that the Purchase Price will be satisfied in accordance with the provisions of Section 2.2, and (iii) on the Effective Date, upon satisfaction the Sellers transfer ownership and deliver the Sale Shares to the Buyer and the Buyer, in turn, acquires and received the Sale Shares (the “Public Deed”). (b) The Sellers shall sign and deliver, or waiver cause to be delivered, to the Buyer or the Notary the following items: (i) original public deed titles of ownership of each Seller with respect to the Sale Shares owned by each Seller for the Notary to record (on or after the Effective Date) in said titles the transfer of the conditions Sale Shares to Closing set forth in Sections 8.1 the Buyer; (ii) powers of attorney sufficient for the execution of this Agreement and 8.2any other ancillary agreement; and (iii) if applicable, the D-1B Forms to be filed with the Spanish General Directorate of Commerce and Investment, communicating the foreign divestment in the Company by the applicable Individual Seller(s). (c) The Buyer shall sign and deliver, or cause to be delivered, to the Notary the following items: (i) powers of attorney sufficient for the execution of this Agreement and any other ancillary agreement; and (ii) the D-1A Form to be filed with the Spanish General Directorate of Commerce and Investment, communicating the foreign investment in the Company by the Buyer. (d) The Buyer and the Sellers, as shareholders of the Company, shall occurcause the Company to: (i) The Buyer shall pay immediately prior to Closing, hold a Universal Shareholders Meeting of the Closing Consideration Company approving, among others, the Transaction and whereby the Sellers and the Company renounce and waive any preemption rights in relation to the Sellers by wire transfer of immediately available funds and, subject to receipt of the Closing Consideration, the Sellers shall deliver to the Buyer, duly signed and executed share transfer forms for transfer of the Company Common Sale Shares to the Buyer as well as the original share certificates duly endorsed pertaining to all of which they or the Company Common Sharesmight be entitled by virtue of Law, free the Company’s bylaws, the Shareholders Agreement and/or the Put and clear of all Liens, other than restrictions of general applicability under applicable securities Laws or ownership Laws of India, including in respect of foreign ownership.Call Agreement; (ii) The Sellershold a Board of Directors’ Meeting, approving, among others, the Company and granting of special powers of attorney for the Buyer shall complete and deliver necessary forms and documents in respect purposes of this Transaction; (iii) issue a certificate by the Secretary, with the approval of the Company Common Shares including Form FC-TRSChairman, consent letters, undertakings and other documents required to be submitted pursuant to the Form FC-TRS, file the aforementioned documents with the concerned authorized dealer and the Company shall procure the requisite endorsement on the Form FC-TRS pursuant to applicable Law. Thereafter, a complete set of the Form FC-TRS, duly endorsed, shall be handed over to the Board of Directors of the Company (with signatures duly notarized), in form and substance reasonably satisfactory to the “Board of Directors”) Buyer and for its necessary action pursuant inclusion in the Public Deed, certifying with reference to clause the Company’s Registry Book of Shareholders (iiiLibro Registro de Socios) below. (iiiA) The Company shall cause a meeting the ownership of the Board of Directors at which Sale Shares, (B) that the Board of Directors shall take note ofSale Shares are free from any Liens, approve and register (C) that all requirements for the transfer of the Company Common Sale Shares from the Sellers to the Buyer and authorize relevant persons for carrying out relevant notings/changes in all the corporate records of set forth by Law, the Company, including the register of members to reflect the Buyer as the legal ’s bylaws and beneficial owner of the Company Common Shares.any relevant agreement have been duly complied with; and (iv) The Sellers shall deliver or ensure the delivery of the following documents execute an amendment to the Buyer: A. duly stamped equity share certificates endorsed in favor non-competition agreement, dated as of the Buyer in respect of October 13, 2020, executed by and between the Company Common Shares;and Entravision.

Closing Actions. On At the Closing DateClosing, (a) the Purchaser is delivering the Purchase Price to the Seller by wire transfer to such account previously specified by the Seller; (b) the Seller is delivering the Convertible Note to the Purchaser; (c) the Seller and Cablevision are delivering to each other an amended and restated License (the "Amended and Restated License"); (d) the Seller and Cablevision are delivering to each other an amended and restated Joint Collaboration and License Agreement (the "Amended and Restated Joint Collaboration and License Agreement"); (e) the Seller and Cablevision are delivering to each other the iPoint technology license agreement (the "iPoint License Agreement"); (f) the Seller, upon satisfaction or waiver Cablevision and Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP, as escrow agent are delivering to each other a proprietary information escrow agreement (the "Escrow Agreement") and the Seller is making the deliveries required thereunder; (g) the Seller and Cablevision are delivering to each other an option agreement regarding certain of the conditions Seller's technology (the "Option Agreement"); (h) the Seller is delivering to Closing set forth the Purchaser, all certificates or instruments representing or evidencing certain of those assets described on Schedule A hereto required to be delivered to Purchaser for Purchaser to perfect its security interest therein, in Sections 8.1 and 8.2suitable form for transfer, or accompanied by duly executed membership unit powers or other appropriate instruments for transfer or assignment in blank. In the event that Seller, during the term of this Agreement, receives any additional certificates or instruments representing such assets, the following Seller shall occur:immediately deliver the same to Purchaser to be held by the Purchaser hereunder as part of the Collateral securing the Secured Obligations; (i) The Buyer shall pay Presencia en Medios, S. A., Publicidad Virtual, S.A. de C.V. and the Closing Consideration Seller are delivering to each other an amendment to the Sellers by wire transfer of immediately available funds andConsultant Services Agreement among then dated September 20, subject to receipt of the Closing Consideration, the Sellers shall deliver to the Buyer, duly signed and executed share transfer forms for transfer of the Company Common Shares to the Buyer as well as the original share certificates duly endorsed pertaining to all of the Company Common Shares, free and clear of all Liens, other than restrictions of general applicability under applicable securities Laws or ownership Laws of India, including in respect of foreign ownership. (ii) The Sellers, the Company and the Buyer shall complete and deliver necessary forms and documents in respect of the Company Common Shares including Form FC-TRS, consent letters, undertakings and other documents required to be submitted pursuant to the Form FC-TRS, file the aforementioned documents with the concerned authorized dealer and the Company shall procure the requisite endorsement on the Form FC-TRS pursuant to applicable Law. Thereafter, a complete set of the Form FC-TRS, duly endorsed, shall be handed over to the Board of Directors of the Company (the “Board of Directors”) for its necessary action pursuant to clause (iii) below. (iii) The Company shall cause a meeting of the Board of Directors at which the Board of Directors shall take note of, approve and register the transfer of the Company Common Shares from the Sellers to the Buyer and authorize relevant persons for carrying out relevant notings/changes in all the corporate records of the Company, including the register of members to reflect the Buyer as the legal and beneficial owner of the Company Common Shares. (iv) The Sellers shall deliver or ensure the delivery of the following documents to the Buyer: A. duly stamped equity share certificates endorsed in favor of the Buyer in respect of the Company Common Shares2001;

Closing Actions. On At the Closing Date, upon satisfaction or waiver of the conditions to Closing set forth in Sections 8.1 and 8.2, the following shall occurClosing: (a) Purchaser shall: (i) The Buyer shall pay the Closing Consideration to the Sellers Seller, by wire transfer of immediately available funds andto the account(s) specified in writing by Seller delivered to Purchaser at least two Business Days prior to the Closing, subject an aggregate amount equal to receipt of the Closing Consideration, the Sellers shall deliver to the Buyer, duly signed and executed share transfer forms for transfer of the Company Common Shares to the Buyer as well as the original share certificates duly endorsed pertaining to all of the Company Common Shares, free and clear of all Liens, other than restrictions of general applicability under applicable securities Laws or ownership Laws of India, including in respect of foreign ownership.Payment; (ii) The Sellersdeliver to Seller bills of sale, certificates of title and other instruments of assignment and transfer (in form and substance mutually agreed between the Company Parties but as shall be consistent with the terms and conditions of this Agreement) as may be reasonably necessary to vest in Purchaser or the Buyer shall complete and deliver necessary forms and documents in respect applicable Purchaser Designee(s) all of the Company Common Shares including Form FC-TRSBusiness Sellers’ right, consent letters, undertakings title and other documents required to be submitted pursuant interest in and to the Form FC-TRS, file the aforementioned documents with the concerned authorized dealer and the Company shall procure the requisite endorsement on the Form FC-TRS pursuant to applicable Law. Thereafter, a complete set of the Form FC-TRSTransferred Assets, duly endorsed, shall be handed over to executed by Purchaser or the Board of Directors of the Company (the “Board of Directors”) for its necessary action pursuant to clause (iii) below.applicable Purchaser Designee(s); (iii) The Company shall cause a meeting deliver to Seller instruments evidencing the assumption by Purchaser or the applicable Purchaser Designee(s) of the Board Assumed Liabilities (in form and substance mutually agreed between the Parties but as shall be consistent with the terms and conditions of Directors at which this Agreement), duly executed by Purchaser or the Board of Directors shall take note of, approve and register the transfer of the Company Common Shares from the Sellers to the Buyer and authorize relevant persons for carrying out relevant notings/changes in all the corporate records of the Company, including the register of members to reflect the Buyer as the legal and beneficial owner of the Company Common Shares.applicable Purchaser Designee(s); (iv) The Sellers shall deliver or ensure to Seller the delivery certificate contemplated by Section 8.3(c); (v) provide to Seller a counterpart of the following documents Transition Services Agreement, duly executed by Purchaser; and (vi) provide to Seller a counterpart of the Acquired IP License Agreement, duly executed by Purchaser. (b) Seller shall: (i) deliver to Purchaser bills of sale, certificates of title and other instruments of assignment and transfer as may be reasonably necessary to vest in Purchaser or the applicable Purchaser Designee(s) all of the Business Sellers’ right, title and interest in and to the Buyer:Transferred Assets, duly executed by Seller or the applicable Business Seller; A. duly stamped equity share certificates endorsed in favor (ii) deliver to Purchaser the certificate contemplated by Section 8.2(c); (iii) provide to Purchaser a counterpart of the Buyer in respect Transition Services Agreement, duly executed by all parties thereto other than Purchaser; and (iv) provide to Purchaser a counterpart of the Company Common Shares;Acquired IP License Agreement, duly executed by all parties thereto other than Purchaser.

Closing Actions. 5.2.1 On the Closing Date, upon satisfaction or waiver of the conditions to Closing set forth in Sections 8.1 and 8.2, Parties shall perform the following shall occur:actions (the “Closing Actions”): (i) The Buyer the Purchaser shall pay the Closing Consideration Purchase Price to the Sellers by transferring each of the amounts set out in Clause 3.1.2 to the respective Seller by means of a wire transfer of immediately available funds andto the bank account designated by such Seller and notified by it to the Purchaser at least three Business Days before the Closing Date. (ii) Frontline and Famatown shall deliver the Frontline Shares and the Famatown Shares, subject respectively, to receipt the Purchaser by transferring such Sale Shares into the securities account(s) of the Purchaser as notified by it to the Sellers at least three Business Days before the Closing ConsiderationDate, in accordance with the provisions of Schedule to the extent applicable. (iii) the Sellers shall deliver to the Buyer, duly signed and executed share transfer forms for transfer Purchaser a written statement confirming receipt of the Company Common Shares Purchase Price in a form reasonably acceptable to the Buyer as well as the original share certificates duly endorsed pertaining to all of the Company Common Shares, free and clear of all Liens, other than restrictions of general applicability under applicable securities Laws or ownership Laws of India, including in respect of foreign ownership. (ii) The Sellers, the Company and the Buyer shall complete and deliver necessary forms and documents in respect of the Company Common Shares including Form FC-TRS, consent letters, undertakings and other documents required to be submitted pursuant to the Form FC-TRS, file the aforementioned documents with the concerned authorized dealer and the Company shall procure the requisite endorsement on the Form FC-TRS pursuant to applicable Law. Thereafter, a complete set of the Form FC-TRS, duly endorsed, shall be handed over to the Board of Directors of the Company (the “Board of Directors”) for its necessary action pursuant to clause (iii) below. (iii) The Company shall cause a meeting of the Board of Directors at which the Board of Directors shall take note of, approve and register the transfer of the Company Common Shares from the Sellers to the Buyer and authorize relevant persons for carrying out relevant notings/changes in all the corporate records of the Company, including the register of members to reflect the Buyer as the legal and beneficial owner of the Company Common SharesPurchaser. (iv) The the Sellers shall deliver or ensure to the delivery 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 . 5.2.2 The effectiveness of each of the following documents 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 Sellers, and the Sellers (acting jointly) may at any time waive any of the Closing Actions required to be done by the 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) proceed to Closing to the Buyer:extent reasonably possible and permitted by Law, which shall include for the avoidance of doubt the right to claim specific performance; A. duly stamped equity share certificates endorsed (ii) defer Closing, in favor which event the provisions of this Clause shall apply to Closing so deferred, provided that Closing cannot be deferred past the Buyer Long Stop Date; or (iii) terminate this Agreement in respect accordance with Clause , in which case all Closing Actions already fulfilled shall be deemed null and void. Such termination right is without prejudice to any other rights or remedies which the non-defaulting Party may have under applicable Law against the Party in breach of the Company Common Shares;its Closing Actions.