Common use of Corporate Reorganization Clause in Contracts

Corporate Reorganization. Sellers conducted a corporate reorganization encompassing each of Sellers, Brasil Telecom Comunicação Multimídia S.A. (“BTCM”) and the Company, which comprised (i) a partial spin-off of BTCM, with the spun off part being merged into the Company (“BTCM Partial Spin-Off”), and (ii) contributions of assets of each Seller to the Company, so that, as a result of “(i)” and “(ii)” above, the Assets described in Exhibit A were segregated from the respective equities of Sellers and BTCM and transferred to the Company’s equity (“Corporate Reorganization”), totally free and unencumbered of any encumbrances, liens or restrictions. For the avoidance of doubt, all other assets, liabilities and rights not transferred from each of Sellers and BTCM to the Company and not expressly listed in Exhibit A are not part of the UPI Data Center and of the Transaction. 6.2.1. The Parties agree that the Corporate Reorganization (i) did not and shall not violate any Law or any provision of the Judicial Reorganization Plan; (ii) did not and shall not entail in the creation or transfer to the Company of any contingency; (iii) subject only to the lack of opposition of creditors within the term of ninety (90) days counted from the publication date of the BTCM Partial Spin-Off acts, under the sole paragraph of article 233 of the Brazilian Corporations Law, the Company shall be liable only for the obligations expressly transferred thereto, with no joint and several liability with BTCM; and (iv) the contribution of assets by Sellers to the Company does not and shall not entail the transfer or assumption of any liability, whether contingent or not, of any nature by the Company. 6.2.2. The Parties agree that Sellers shall bear with all costs and expenses related to the Corporate Reorganization. 6.2.3. In case one or more agreements with clients listed in Exhibit 6.2.3 are terminated since June 14, 2020 until the Closing and, due to such termination(s), the earnings made by the Company based on the agreements listed in Exhibit 6.2.3 suffer a reduction greater than ten million Reais (BRL 10,000,000.00) per year, the amount corresponding to the earnings the Company failed to make due to such contractual termination(s) shall be added to the amounts owed by Sellers to the Company under the Colocation Agreement, during the original effectiveness term of the respective agreements with clients possibly terminated as stated above. 6.2.4. The Parties hereby agree that Seller and the Company may update in good faith the information on Exhibit A, including in order to add and/or exclude certain Assets or liabilities, it being observed that such updates may only pertain to acts, facts or omissions occurring after this date, and in observance of the terms and conditions hereof.

Corporate Reorganization. Sellers conducted a corporate reorganization encompassing each The Oi Group Companies shall perform or cause to be performed, as the case may be, any and all acts necessary to, within ninety (90) days from the date of Sellers, Brasil Telecom Comunicação Multimídia S.A. obtaining the Approval by CXXX or ANATEL's Prior Consent (“BTCM”) and the Company, which comprised whichever occurs last): (i) a partial spin-off perform, pursuant to articles 7 and 8 of BTCMthe Brazilian Corporations Law, with the spun off part being merged into transfer to the Company capital stock of the Mobile SPEs (“BTCM Partial Spin-Off”)drop down) of the UPI Mobile Assets, Liabilities, and Rights (ii) contributions of assets of each Seller to the Company, so that, as a result of “(i)” and “(ii)” above, the Assets described in Exhibit A were segregated from the respective equities of Sellers and BTCM and transferred to the Company’s equity (“Corporate Reorganization”); and (ii) formalize the transfer, totally free by virtue of the Corporate Reorganization, of the UPI Mobile Assets, Liabilities, and unencumbered Rights to the Mobile SPEs, subject to the provisions of any encumbrancesSection 2.1.4, liens or restrictionsso that, at the end of such term, the Mobile SPEs are operating all the activities currently conducted by Oi Móvel through the UPI Mobile Assets, Obligations, and Rights without a break in continuity and maintaining the conditions under which they are currently operated, in an isolated and independent manner from the Oi Group, except for the provisions of this Agreement, with all the necessary Licenses, registrations, authorizations, and consents in this regard (with such moment being referred to in this Agreement as “UPI Mobile Assets Segregation”). For the avoidance of doubtclarification purposes, all other assets, liabilities liabilities, obligations, and rights not transferred from each of Sellers and BTCM to the Company and Oi Group that are not expressly listed as UPI Mobile Assets, Obligations, and Rights in the form of Exhibit A are 2.1.1 shall not be included in the UPI Mobile Assets, shall not be part of the UPI Data Center and Transaction, were not considered in the Purchase Price of the TransactionShares, and the Transition Services and, therefore, shall not be transferred to the Mobile SPEs, except if expressly authorized by the Purchasers under this Agreement. 6.2.15.2.1. The Parties agree that the Corporate Reorganization Reorganization: (i) did not and shall not violate any Law or any provision of the Judicial Reorganization PlanPlan or the Public Notice; (ii) did not and shall not entail in imply the creation or transfer to the Company Mobile SPEs of any contingencyobligations, Encumbrances, Liabilities, or contingencies other than those indicated in Exhibit 2.1.1; and (iii) subject only shall comply with all provisions contained in the Segregation and Division Plan prepared and submitted by the Purchasers and incorporated herein pursuant to Section 2.1.4, without prejudice to the lack provisions of opposition of creditors within the term of ninety (90) days counted from the publication date of the BTCM Partial Spin-Off acts, under the sole paragraph of article 233 of the Brazilian Corporations Law, the Company shall be liable only for the obligations expressly transferred thereto, with no joint and several liability with BTCM; and (iv) the contribution of assets by Sellers to the Company does not and shall not entail the transfer or assumption of any liability, whether contingent or not, of any nature by the CompanySection 5.2.4 below. 6.2.25.2.2. The Parties agree that Sellers the Seller shall bear with all costs and expenses related to the Corporate Reorganization, without prejudice to the Purchasers' obligation to bear the costs related to the implementation of any Segregation and Division Plan pursuant to Section 2.1.4, to the extent it exceeds the costs that would otherwise be incurred to implement the Corporate Reorganization. 6.2.35.2.3. In case one or more agreements with clients listed The Parties may update, in good faith and by mutual agreement, the information set forth in Exhibit 6.2.3 are terminated since June 142.1.1 to add and/or delete certain UPI Mobile Assets, 2020 until Obligations, and Rights, provided that such updates shall not affect any of the provisions set forth in CHAPTER III, nor the absence of succession by the Purchasers in any Liabilities or Obligations of the Oi Group, whether of an environmental, labor, tax, social security, civil, regulatory, administrative, anti-corruption, criminal, or commercial nature. 5.2.4. Subject to the provisions of Sections 2.1.4 and 4.3(iv) hereof, the Seller shall, prior to the Closing andDate, due take or cause to such termination(sbe taken all the steps and perform, at a minimum, all the acts set forth in Exhibit 5.2.4 hereto so that each Mobile SPE may operate the UPI Mobile Assets, Obligations, and Rights without a break in continuity, even if the UPI Mobile Assets Segregation is not fully implemented (the “Minimum Segregation Obligations”). 5.2.4.1. Subject to the provisions of Section 2.1.6, in the event the Closing occurs (i) after the period of ninety (90) days as of the obtainment of the later between the Approval by CXXX or ANATEL's Prior Consent, or (ii) on December 31, 2021 (whichever occurs last between (i) and (ii), or, further, the date that is agreed upon among the Parties pursuant to Section 2.1.7 without the Seller having implemented the UPI Mobile Assets Segregation in its entirety (but has implemented the Minimum Segregation Obligations), the earnings made by the Company based on the agreements listed in Exhibit 6.2.3 suffer a reduction greater than ten million Reais (BRL 10,000,000.00) per year, the amount corresponding to the earnings the Company failed to make due to such contractual termination(s) Seller shall be added to the amounts owed by Sellers to the Company under the Colocation Agreement, during the original effectiveness term now bear one-half of the respective agreements with clients possibly terminated as stated abovecosts of the Segregation and Division Plan incurred since then, which may be deducted from any amount that the Seller has receivable from the Purchasers. 6.2.45.2.5. The Parties hereby agree that the Transaction shall involve the termination and rehiring by the Mobile SPEs of employees of Oi Móvel. The forms of dismissal, rehiring, and allocation of employees to each Mobile SPE shall be set out in the Segregation and Division Plan. 5.2.5.1. The Parties agree that any disbursements, costs, and expenses incurred by the Seller and/or the Oi Group Companies in connection with the termination and rehiring by the Company may update in good faith Mobile SPEs of the information on Exhibit Aemployees of Oi Móvel, including in order any severance pay, shall be fully reimbursed by the Purchasers and paid to add and/or exclude certain Assets or liabilities, it being observed that such updates may only pertain to acts, facts or omissions occurring after this date, and in observance the Seller within thirty (30) days from the date of the terms notice sent by the Seller to the Purchasers reporting the termination and conditions hereofrehiring by the Mobile SPEs, limited to twenty-five million Brazilian Reais (R$25,000,000.00). For the purposes of this Section, the Seller shall prepare a report of the costs incurred in connection with such terminations and submit it to the Purchasers within fifteen (15) days after the discharge of such employees.

Corporate Reorganization. Sellers conducted a corporate reorganization encompassing each of SellersPrior to the Closing (as defined below), Brasil Telecom Comunicação Multimídia S.A. USI shall cause the actions described in paragraphs (“BTCM”a) and the Companythrough (f) below to occur, which comprised actions shall result in a reorganization of certain assets and entities owned directly or indirectly by USI (the "Corporate Reorganization"). (a) USI shall cause the outstanding capital stock of Atech Turbine Components, Inc. to be transferred to JUSI. (b) USI shall cause the Company to adopt the limited liability company operating agreement substantially in the form attached as ANNEX I hereto (the "Company Operating Agreement"). The Company Operating Agreement shall provide for the following classes of membership interests having the terms set forth therein: (i) a partial spin-off of BTCM, with Class A Common membership interests (the spun off part being merged into the Company (“BTCM Partial Spin-Off”"Class A Common Units"), and (ii) contributions of assets of each Seller to the Company, so that, as a result of “(i)” and “(ii)” above, the Assets described in Exhibit A were segregated from the respective equities of Sellers and BTCM and transferred to the Company’s equity (“Corporate Reorganization”), totally free and unencumbered of any encumbrances, liens or restrictions. For the avoidance of doubt, all other assets, liabilities and rights not transferred from each of Sellers and BTCM to the Company and not expressly listed in Exhibit A are not part of the UPI Data Center and of the Transaction. 6.2.1. The Parties agree that the Corporate Reorganization (i) did not and shall not violate any Law or any provision of the Judicial Reorganization Plan; (ii) did not Class B Common membership interests (the "Class B Common Units"); and shall not entail in the creation or transfer to the Company of any contingency; (iii) subject only to Series A Junior Preferred membership interests (the lack of opposition of creditors within "Junior Preferred Units"). JUSI initially shall be the term of ninety (90) days counted from the publication date sole member of the BTCM Partial Spin-Off actsCompany, under owning 100% of the Class A Common Units (318,786 shares valued at $318,786), 100% of the Class B Common Units (448,614 shares valued at $448,614) and 100% of the Junior Preferred Units (692,326 shares valued at $69,232,600) issued in exchange for the capital stock referred to in paragraph (e). (c) USI shall cause EJ Footwear Corp. ("EJ") to be merged into a newly formed limited liability company of which JUSI shall be the sole paragraph member ("New EJ"). USI shall also cause each of article 233 EJ's direct and indirect subsidiaries to be merged into a newly formed limited liability company which has as its sole member, respectively, the limited liability company into which its own direct parent has been merged. (d) USI shall cause all of the Brazilian Corporations Lawassets used in the businesses of but not already owned by (i) Atech Turbine Components, the Company shall be liable only for the obligations expressly transferred theretoInc., with no joint and several liability with BTCM; and (ii) Bearing Inspection Holdings, Inc., (iii) BiltBest Products, Inc., (iv) Carisbrook Industries, Inc., (v) New EJ (other than the contribution proceeds of assets the sale of its subsidiary, Trimfoot Company), (vi) Garden State Tanning, Inc., (vii) Huron, Inc., (viii) Jade Holdings Pte Ltd., (ix) SCF Industries, Inc. and (x) Xxxx Plastics, Inc. ((i) through (x) collectively referred to as the "Operating Companies") and each of the subsidiaries of the Operating Companies that are owned, leased or controlled by Sellers USI and its subsidiaries (other than the Operating Companies and their subsidiaries), including but not limited to the assets reflected on the Balance Sheet (as defined in Section 3.06), to be transferred to the appropriate Operating Company does not and or subsidiary thereof; provided, however, that Seller may retain any assets or reserves related to a USI Specified Liability (as defined in the Indemnification Agreement) for which Seller has agreed to indemnify Buyer pursuant thereto. (e) USI shall not entail cause all of the transfer capital stock (or, in the case of New EJ, membership interests) of each of the Operating Companies (other than certain shares or assumption of any liabilitymembership interests retained by JUSI substantially as set forth on ANNEX II, whether contingent or not, of any nature hereinafter referred to as the "Retained Shares") to be owned directly by the Company. 6.2.2. The Parties agree that Sellers (f) USI shall bear with all costs and expenses related to cause Strategic Finance Company, a newly organized Delaware corporation (the Corporate Reorganization. 6.2.3. In case one or more agreements with clients listed in Exhibit 6.2.3 are terminated since June 14, 2020 until the Closing and, due to such termination(s"Finance Company"), the earnings made to be owned directly by the Company based on the agreements listed in Exhibit 6.2.3 suffer a reduction greater than ten million Reais (BRL 10,000,000.00) per year, the amount corresponding to the earnings the Company failed to make due to such contractual termination(s) shall be added to the amounts owed by Sellers to the Company under the Colocation Agreement, during the original effectiveness term of the respective agreements with clients possibly terminated as stated aboveCompany. 6.2.4. The Parties hereby agree that Seller and the Company may update in good faith the information on Exhibit A, including in order to add and/or exclude certain Assets or liabilities, it being observed that such updates may only pertain to acts, facts or omissions occurring after this date, and in observance of the terms and conditions hereof.

Corporate Reorganization. Sellers conducted The Company is currently engaged in discussions concerning the acquisition of and, if those negotiations fail, the Company intends to seek the acquisition of another appropriate entity as the Finance House on suitable terms. The Company is also engaged in preliminary discussions concerning the Financing. The Company shall use its influence to cause the following to occur: (a) prior to the completion of the Financing, a corporate reorganization encompassing each write-down of Sellersthe $20,000,000 indebtedness currently owed collectively by MME and Mint Gateway to the Company to a principal amount of no less than $10,000,000 and a forgiveness of all unpaid interest accrued on such indebtedness to the time of such write-down, Brasil Telecom Comunicação Multimídia S.A. provided that appropriate concessions (“BTCM”) and as determined by the Company, which comprised (iacting reasonably and in good faith) a partial spin-off are received from GBS pursuant to an amendment of BTCM, with the spun off part being merged GBS management agreement entered into among the Company (“BTCM Partial Spin-Off”)and GBS dated April 2, and (ii) contributions of assets of each Seller to the Company, so that, 2015 as a result of “(i)” the fact that GBS, as a shareholder of MME and “(ii)” aboveMint Gateway, the Assets described in Exhibit A were segregated shall benefit from the respective equities forgiveness and write- down. Such written down indebtedness shall bear cash interest at a rate of Sellers and BTCM and transferred 8% per annum; (b) prior to the Company’s equity completion of the Financing, a corporate reorganization (the “Corporate Reorganization”)) such that all of the Mint Companies shall be held, totally free and unencumbered of any encumbrancesas to a 100% beneficial voting interest, liens directly or restrictions. For indirectly by the avoidance of doubt, all other assets, liabilities and rights not transferred from each of Sellers and BTCM to the Operating Company and not expressly listed in Exhibit A are not part that the shares of the UPI Data Center Operating Company shall be held only by the Company, GBS and external investors participating in the Financing; provided that such reorganization shall not compromise the effectiveness of the Transaction. 6.2.1. The Parties agree that the Corporate Reorganization (i) did not and shall not violate any Law or any provision priority of the Judicial Reorganization Plan; (ii) did not and shall not entail in Security provided to secure the creation or transfer to the Company of any contingency; (iii) subject only to the lack of opposition of creditors within the term of ninety (90) days counted from the publication date of the BTCM Partial Spin-Off acts, obligations outstanding under the sole paragraph of article 233 of Amended and Restated Trust Indenture (as determined by the Brazilian Corporations LawHolders, acting reasonably, and approved by such Holders in writing); (c) the Company shall be liable only for have the obligations expressly transferred theretoright, with no joint directly or indirectly and several liability with BTCM; and (iv) the contribution of assets by Sellers whether pursuant to the Company does not and shall not entail the transfer or assumption of any liability, whether contingent or not, of any nature by the Company. 6.2.2. The Parties agree that Sellers shall bear with all costs and expenses related to the Corporate Reorganization. 6.2.3. In case one or more shareholders’ agreements with clients listed or otherwise, to elect a majority of the directors of each of the Mint Companies and the Operating Company (subject to regulatory restrictions in Exhibit 6.2.3 relation to the Finance House); and (d) from and after the completion of the Reorganization, if and when any of the common shares or other equity interests issued by the Finance House are terminated since June 14, 2020 until held by the Closing and, due to such termination(s)Operating Company, the earnings made by the Operating Company based on the agreements listed in Exhibit 6.2.3 suffer a reduction greater than ten million Reais (BRL 10,000,000.00) per year, the amount corresponding to the earnings the Company failed to make due to such contractual termination(s) shall be added to the amounts owed by Sellers to sole holder of a 100% beneficial voting interest in the Company under the Colocation Agreement, during the original effectiveness term of the respective agreements with clients possibly terminated as stated aboveFinance House. 6.2.4. The Parties hereby agree that Seller and the Company may update in good faith the information on Exhibit A, including in order to add and/or exclude certain Assets or liabilities, it being observed that such updates may only pertain to acts, facts or omissions occurring after this date, and in observance of the terms and conditions hereof.

Corporate Reorganization. Sellers conducted a corporate reorganization encompassing each 9.3.1 The Seller may assign any or all of Sellersits rights and delegate any or all of its duties under this Agreement in connection with any reorganization, Brasil Telecom Comunicação Multimídia S.A. merger or consolidation of the Seller with another entity in which the Seller is not the surviving entity if (“BTCM”a) and the Company, which comprised such merger or consolidation (i) a partial spinis approved by at least seventy-off five percent (75%) of BTCM, with the spun off part being merged into Board of Directors of the Company Seller and at least seventy-five percent (“BTCM Partial Spin-Off”75%) of the Member Purchasers (as evidenced by resolutions of the boards of directors of such Member Purchasers specifically approving the merger or consolidation), and or (ii) contributions is approved by a majority of assets the Board of each Directors of the Seller and a majority of the Member Purchasers (as evidenced by resolutions of the boards of directors of such Member Purchasers specifically approving the merger or consolidation) if a payment default under the Indenture shall have occurred and be continuing and (b) if the Seller is then an RUS borrower, the Seller shall have obtained the consent of the Administrator to the Companyextent required by the Amended and Restated Loan Contract, so thatdated as of March 1, 1997 (as a result of “(i)” and “(ii)” aboveamended, supplemented or restated, the Assets described in Exhibit A were segregated from "Loan Contract"); and (c) the respective equities of Sellers surviving entity shall expressly assume by written agreement executed and BTCM and transferred delivered to the Company’s equity Purchaser, the performance and observance of the provisions of this Agreement required to be performed or observed by the Seller. 9.3.2 The Seller shall not retire, sell, transfer, lease, terminate or otherwise dispose of any Resource (“Corporate Reorganization”each a "Seller Transaction") to any Person (or make any agreement therefor), totally free and unencumbered whether in a single transaction or a series of any encumbrancestransactions, liens or restrictions. For the avoidance of doubt, all other assets, liabilities and rights not transferred from each of Sellers and BTCM to the Company and not expressly listed in Exhibit A are not part of the UPI Data Center and of the Transaction.unless: 6.2.1. The Parties agree that the Corporate Reorganization (a) such seller Transaction is either: (i) did not and shall not violate any Law or any provision approved by at least seventy-five percent (75%) of the Judicial Reorganization Plan; Board of Directors of the Seller and at least seventy-five percent (75%) of the Member Purchasers that have a PCR in such Resource (as evidenced by resolutions of the boards of directors of such Member Purchasers specifically approving the Seller Transaction), or (ii) did not approved by a majority of the Board of Directors of the Seller and a majority of the Member Purchasers (as evidenced by resolutions of the boards of directors of such Member Purchasers specifically approving the Seller Transaction) if a payment default under the Indenture shall not entail in have occurred and be continuing; and (b) if the creation or transfer Seller is then an RUS borrower, the Seller shall have obtained the consent of the Administrator to the Company of any contingency; (iii) subject only to the lack of opposition of creditors within the term of ninety (90) days counted from the publication date of the BTCM Partial Spin-Off acts, under the sole paragraph of article 233 of the Brazilian Corporations Law, the Company shall be liable only for the obligations expressly transferred thereto, with no joint and several liability with BTCM; and (iv) the contribution of assets by Sellers to the Company does not and shall not entail the transfer or assumption of any liability, whether contingent or not, of any nature extent required by the CompanyLoan Contract. 6.2.2. The Parties agree that Sellers shall bear with all costs and expenses related to the Corporate Reorganization. 6.2.3. In case one or more agreements with clients listed in Exhibit 6.2.3 are terminated since June 14, 2020 until the Closing and, due to such termination(s), the earnings made by the Company based on the agreements listed in Exhibit 6.2.3 suffer a reduction greater than ten million Reais (BRL 10,000,000.00) per year, the amount corresponding to the earnings the Company failed to make due to such contractual termination(s) shall be added to the amounts owed by Sellers to the Company under the Colocation Agreement, during the original effectiveness term of the respective agreements with clients possibly terminated as stated above. 6.2.4. The Parties hereby agree that Seller and the Company may update in good faith the information on Exhibit A, including in order to add and/or exclude certain Assets or liabilities, it being observed that such updates may only pertain to acts, facts or omissions occurring after this date, and in observance of the terms and conditions hereof.