Common use of Pre-Closing Reorganization Clause in Contracts

Pre-Closing Reorganization. (a) As promptly as practicable after the date hereof, and in any event, no more than forty five (45) days after the date hereof (or such later date as may be agreed between the parties), the Company Signatories shall (i) consummate the Securities Conversion, (ii) thereafter consummate the Contribution, and (iii) thereafter consummate the Sale, and shall cause the Group Companies to, take all actions necessary or appropriate to accomplish Pre-Closing Reorganization. Following the Pre-Closing Reorganization, the Company Signatories shall, and shall cause the Group Companies to, take all actions necessary or appropriate to accomplish the Xtribe PLC Dissolution as promptly as practicable. (b) The Company Signatories shall: (i) ensure, and cause the Board of Directors of Xtribe PLC to ensure, that at no time after the date of closing of the Sale shall Xtribe PLC (A) take any action that might prevent the Application for Strike Off from being made (including any action set out in Section 1004 or 1005 of the United Kingdom Companies Act 2006), (B) take any action that might require the Application for Strike Off to be withdrawn (including any action set out in Section 1009 of the United Kingdom Companies Act 2006), or (C) take or omit to take any action that could reasonably be expected to cause any objection to the Application for Strike Off by any interested party to be successful; (ii) ensure that Xtribe PLC and the members of the Board of Directors of Xtribe PLC comply in all respects with their obligations under Sections 1006 and 1007 of the United Kingdom Companies Act 2006 in relation to the Application for Strike Off; and (iii) cause the members of the Board of Directors of Xtribe PLC to submit, duly signed and completed, to the Registrar of Companies (England and Wales) all documents required to make the Application for Strike Off no later than four months after the date of closing of the Sale. (c) The Company Signatories shall, and shall cause the Group Companies to, in consultation with WinVest, prepare and file any required notifications or filings under any applicable Law in connection with the Pre-Closing Reorganization and Xtribe PLC Dissolution and promptly and in good faith respond to all requests by a Governmental Authority in connection with any such notifications and filings. The Company Signatories will, prior to the Closing, promptly provide WinVest with copies of all material written communications (and memoranda setting forth the substance of all material oral communications) between each of them, any of their affiliates and their respective agents, representatives and advisors, on the one hand, and any Governmental Authority, on the other hand, with respect to this Agreement or the Transactions. Prior to the Closing, the Company Signatories shall: (i) promptly inform and, to the extent applicable, provide, WinVest any material communication to or from a Governmental Authority regarding the Pre-Closing Reorganization or the Xtribe PLC Dissolution; (ii) permit WinVest to review in advance any material proposed written communication to any such Governmental Authority and incorporate reasonable comments thereto; (iii) not agree to participate in any substantive meeting or discussion with any such Governmental Authority in respect of any filing, investigation or inquiry concerning the Pre-Closing Reorganization or the Xtribe PLC Dissolution unless, to the extent reasonably practicable, it consults with WinVest in advance; and (iv) keep WinVest reasonably informed as to the status of any Action with respect to the Pre-Closing Reorganization or the Xtribe PLC Dissolution. (d) Prior to the Closing, the Company Signatories shall, and shall cause the Group Companies to, cause the conversion of all Convertible Notes issued after the Execution Date and outstanding prior to the Closing into capital stock of, or other equity interests in, the applicable Group Company.

Pre-Closing Reorganization. (a) As promptly as practicable after the date hereof, and in any event, no more than forty five (45) days after the date hereof (or such later date as may be agreed between the parties), the Company Signatories shall (i) consummate the Securities Conversion, (ii) thereafter consummate the Contribution, and (iii) thereafter consummate the Sale, and shall cause the Group Companies to, take all actions necessary or appropriate to accomplish the Pre-Closing Reorganization. Following the Pre-Closing Reorganization, the Company Signatories shall, and shall cause the Group Companies to, take all actions necessary or appropriate to accomplish the Xtribe PLC Dissolution as promptly as practicable. (b) The Company Signatories shall: (i) ensure, and cause the Board of Directors of Xtribe PLC to ensure, that at no time after the date of closing of the Sale shall Xtribe PLC (A) take any action that might prevent the Application for Strike Off from being made (including any action set out in Section 1004 or 1005 of the United Kingdom Companies Act 2006), (B) take any action that might require the Application for Strike Off to be withdrawn (including any action set out in Section 1009 of the United Kingdom Companies Act 2006), or (C) take or omit to take any action that could reasonably be expected to cause any objection to the Application for Strike Off by any interested party to be successful; (ii) ensure that Xtribe PLC and the members of the Board of Directors of Xtribe PLC comply in all respects with their obligations under Sections 1006 and 1007 of the United Kingdom Companies Act 2006 in relation to the Application for Strike Off; and (iii) cause the members of the Board of Directors of Xtribe PLC to submit, duly signed and completed, to the Registrar of Companies (England and Wales) all documents required to make the Application for Strike Off no later than four months after the date of closing of the Sale. (c) The Company Signatories shall, and shall cause the Group Companies to, in consultation with WinVest, prepare and file any required notifications or filings under any applicable Law in connection with the Pre-Closing Reorganization and Xtribe PLC Dissolution and promptly and in good faith respond to all requests by a Governmental Authority in connection with any such notifications and filings. The Company Signatories will, prior to the Closing, promptly provide WinVest with copies of all material written communications (and memoranda setting forth the substance of all material oral communications) between each of them, any of their affiliates and their respective agents, representatives and advisors, on the one hand, and any Governmental Authority, on the other hand, with respect to this Agreement or the Transactions. Prior to the Closing, the Company Signatories shall: (i) promptly inform and, to the extent applicable, provide, WinVest any material communication to or from a Governmental Authority regarding the Pre-Closing Reorganization or the Xtribe PLC Dissolution; (ii) permit WinVest to review in advance any material proposed written communication to any such Governmental Authority and incorporate reasonable comments thereto; (iii) not agree to participate in any substantive meeting or discussion with any such Governmental Authority in respect of any filing, investigation or inquiry concerning the Pre-Closing Reorganization or the Xtribe PLC Dissolution unless, to the extent reasonably practicable, it consults with WinVest in advance; and (iv) keep WinVest reasonably informed as to the status of any Action with respect to the Pre-Closing Reorganization or the Xtribe PLC Dissolution. (d) Prior to the Closing, the Company Signatories shall, and shall cause the Group Companies to, cause the conversion of all Convertible Notes issued after the Original Execution Date and outstanding prior to the Closing into capital stock of, or other equity interests in, the applicable Group Company.

Pre-Closing Reorganization. (a) As promptly The Purchaser acknowledges and agrees that, for the purposes of ensuring that the Companies do not include the Agro Business that Brotalia has developed up to March 31, 2024 as practicable after agreed by the date hereof, and in any event, no more than forty five (45) days after the date hereof (or such later date as may be agreed between the parties)Parties, the Company Signatories shall Sellers have completed the following actions: (i) consummate On January 9, 2024, the Securities Conversion, Sellers incorporated Foodys Agro. (ii) thereafter consummate On April 8, 2024, Foodys Agro acquired the ContributionAgro Business from Brotalia by virtue of the Agro APA for a total amount of eight hundred fourteen thousand nine hundred eighty six euros and fifty nine cents (814,986.59 €), and which shall be fully settled on or before the Closing Date. (iii) thereafter consummate Pursuant to the Saleterms of the Agro APA the employees of Brotalia which were ascribed to the Agro Business were transferred to Foodys Agro on April 1, 2024. (iv) Pursuant to the terms of the Agro APA the activity and industrial authorizations (licencias de actividad e industriales) of Brotalia corresponding to the Agro Business were transferred to Foodys Agro. Additionally, the Purchaser acknowledges and agrees that prior to the Closing Date the Companies: (i) shall settle any and all outstanding amounts with the Sellers’ and their group (taking into account or offsetting any amounts or accounts receivables the Companies may have arising from any Tax credits and Tax loss carryforwards applied or used by the Enhol Group companies as a result of the Companies’ participation in the Enhol Tax group in application of the Tax consolidation regime). For such purposes, the Purchaser agrees and acknowledges that the Sellers may contribute any credits against Brotalia to Brotalia by means of a share capital increase of Brotalia or an equity contribution to Brotalia; and (ii) shall settle and repay any Financial Indebtedness of the Companies from sources external to the Companies. In turn, Sellers undertake to cause the Group Companies toto settle and repay any Financial Indebtedness of the Companies from sources external to the Companies prior to the Effective Date. Moreover, take all actions necessary or appropriate to accomplish on May 21, 2024 the Company acquired 345 shares of Naturcook by virtue of the sale and purchase public deed granted before the Notary of Tudela, Mr. Vxxxxx Xxxxxxxx de Exxxxxxxx Xxxx recorded under No. 994 of his protocol and thus, became the sole shareholder (100%) of Naturcook. All of the foregoing, the “Pre-Closing Reorganization”. Following The Purchaser acknowledges and agrees that nothing in this Clause 5 shall prohibit or restrict the Sellers or the Companies from taking any action (or omitting to take any action) that is aimed at completing the Pre-Closing Reorganization, in the Company Signatories shall, and shall cause the Group Companies to, take all actions necessary or appropriate to accomplish the Xtribe PLC Dissolution as promptly as practicable. (b) The Company Signatories shall: (i) ensure, and cause the Board of Directors of Xtribe PLC to ensure, that at no time after the date of closing of the Sale shall Xtribe PLC (A) take any action that might prevent the Application for Strike Off from being made (including any action terms set out in Section 1004 this Clause 5.4. Additionally, the Parties hereby agree that such Pre-Closing Reorganization has been agreed upon by the Parties hereto and no actual or 1005 contingent liability of the United Kingdom Companies Act 2006), (B) take arising from any action that might require the Application for Strike Off to be withdrawn (including any action set out in Section 1009 of the United Kingdom Companies Act 2006), actions or (C) take transactions completed or omit executed to take any action that could reasonably be expected to cause any objection to the Application for Strike Off by any interested party to be successful; (ii) ensure that Xtribe PLC and the members of the Board of Directors of Xtribe PLC comply in all respects with their obligations under Sections 1006 and 1007 of the United Kingdom Companies Act 2006 in relation to the Application for Strike Off; and (iii) cause the members of the Board of Directors of Xtribe PLC to submit, duly signed and completed, to the Registrar of Companies (England and Wales) all documents required to make the Application for Strike Off no later than four months after the date of closing of the Sale. (c) The Company Signatories shall, and shall cause the Group Companies to, in consultation with WinVest, prepare and file any required notifications or filings under any applicable Law in connection with complete the Pre-Closing Reorganization and Xtribe PLC Dissolution and promptly and in good faith respond shall give rise to all requests any claim by a Governmental Authority in connection with the Purchaser to the Sellers under this Agreement and, without prejudice to the foregoing, the Purchaser hereby waives any such notifications and filings. The Company Signatories will, prior to claims against the Closing, promptly provide WinVest with copies of all material written communications (and memoranda setting forth the substance of all material oral communications) between each of them, any of their affiliates and their respective agents, representatives and advisors, on the one hand, and any Governmental Authority, on the other hand, with respect to this Agreement or the Transactions. Prior to the Closing, the Company Signatories shall: (i) promptly inform and, to the extent applicable, provide, WinVest any material communication to or from a Governmental Authority regarding the Pre-Closing Reorganization or the Xtribe PLC Dissolution; (ii) permit WinVest to review Sellers in advance any material proposed written communication to any such Governmental Authority and incorporate reasonable comments thereto; (iii) not agree to participate in any substantive meeting or discussion with any such Governmental Authority in respect of any filing, investigation or inquiry concerning the Pre-Closing Reorganization or the Xtribe PLC Dissolution unless, to the extent reasonably practicable, it consults with WinVest in advance; and (iv) keep WinVest reasonably informed as to the status of any Action with respect relation to the Pre-Closing Reorganization or the Xtribe PLC DissolutionReorganization. (d) Prior to the Closing, the Company Signatories shall, and shall cause the Group Companies to, cause the conversion of all Convertible Notes issued after the Execution Date and outstanding prior to the Closing into capital stock of, or other equity interests in, the applicable Group Company.