Common use of Sale and Purchase of Shares Clause in Contracts

Sale and Purchase of Shares. 2.1 On and subject to the terms of this Agreement, each of the Shareholders shall sell and the Purchaser shall purchase, the entire legal and beneficial ownership in that number of Sale Shares, Residual Shares and Deferred Shares as are shown opposite its name in Column (2) Schedule 1 Part 1, Column (2) Schedule 1 Part 2 and Column (2) Schedule 1 Part 3 respectively, on and with effect from the Completion Date, in each case free from all Encumbrances and together with all rights which are now, or at any time hereafter may become, attached to them (including without limitation the right to receive all dividends and distributions declared, made or paid on or after Completion). 2.2 On and subject to the terms of this Agreement, each of the Option Shareholders shall sell and the Purchaser shall purchase, the entire legal and beneficial ownership in that number of Option Shares as are shown opposite its name in column (2) of the Option Schedule on and with effect from Completion, in each case free from all Encumbrances and together with all rights which are now, or at any time hereafter may become, attached to them (including without limitation the right to receive all dividends and distributions declared, made or paid on or after Completion). 2.3 In relation to the Sale Shares owned by Fonterona Holdings SA, the Founders shall procure the sale of, and the Purchaser shall purchase the entire legal and beneficial ownership of such Shares, on and with effect from Completion, free from all Encumbrances and together with all rights which are now, or at any time hereafter may become, attached to them (including without limitation the right to receive all dividends and distributions declared, made or paid on or after Completion. 2.4 Each of the Shareholders and each of the Option Shareholders hereby irrevocably waives or shall procure the waiver of any rights which may be or have been conferred on it or any other person under the articles of association of the Company or in any other way to have any of the Sale Shares, the Deferred Shares, the Residual Shares or the Option Shares offered to it or any other person for purchase at any time on or before the transfer or issue of the Sale Shares, the Deferred Shares, the Residual Shares and the Option Shares pursuant to the provisions of this Agreement.

Sale and Purchase of Shares. 2.1 On and subject Paulson hereby sells to the terms of this AgreementPurchaser, each of the Shareholders shall sell and the Purchaser shall purchasexxxxxx purchases from Paulson, the entire legal Paulson Shares; and beneficial ownership in that number ASB hereby sells to the Xxxxxxxer, xxx the Purchaser hereby purchases from ASB, the ASB Shares. For the avoidance of Sale Sharesdoubt, Residual the sale and purchase of the Sellers' Shares pursuant to this Agreement shall include all Shares held, directly or indirectly, by the Sellers and the investment funds and separate accounts managed by them, irrespective of whether the description of the Shares and Deferred the Sellers' Shares as are shown opposite its name set forth in Column (2) Schedule 1 Part 1, Column (2) Schedule 1 Part 2 recitals B and Column (2) Schedule 1 Part 3 respectively, on G of the Preamble or elsewhere herein is true and with effect from complete. 2.2 The sale and purchase of the Completion Date, in each case free from all Encumbrances and together Sellers' Shares contemplated by this Agreement shall be made with all rights which are now, or at any time hereafter may become, attached to them the Sellers' Shares (including the "ANCILLARY RIGHTS"), including, without limitation limitation, the rights to receive dividends and all subscription rights (Bezugsrechte). The right to receive dividends shall include the right to receive, in part or in total, the guaranteed fixed annual dividend for the current fiscal year 2004/2005 as well as the right to receive dividends for all dividends and distributions declaredprevious fiscal years of the Company, made or paid on or after Completion). 2.2 On and subject to the terms extent that profits of this Agreement, each previous fiscal years have not been distributed as of the Option Shareholders date hereof. The Ancillary Rights shall sell and the Purchaser shall purchase, the entire legal and beneficial ownership also include any right to participate in that number of Option Shares as are shown opposite its name in column (2) an increase of the Option Schedule on and with effect from Completion, in each case free from all Encumbrances and together with all rights which are nowamount of the fair cash compensation and/or the guaranteed fixed annual payment as a result of, or at any time hereafter may becomein connection with the Award Proceedings or other proceedings or agreements irrespective of whether such increase occurs through a court ruling, attached to them (including without limitation an agreement amongst the right to receive all dividends and distributions declared, made or paid on or after Completion). 2.3 In relation parties to the Sale Shares owned by Fonterona Holdings SA, the Founders shall procure the sale of, and the Purchaser shall purchase the entire legal and beneficial ownership of such Shares, on and with effect from Completion, free from all Encumbrances and together with all rights which are now, Award Proceedings or at any time hereafter may become, attached to them (including without limitation the right to receive all dividends and distributions declared, made or paid on or after Completionotherwise. 2.4 Each of the Shareholders and each of the Option Shareholders hereby irrevocably waives or shall procure the waiver of any rights which may be or have been conferred on it or any other person under the articles of association of the Company or in any other way to have any of the Sale Shares, the Deferred Shares, the Residual Shares or the Option Shares offered to it or any other person for purchase at any time on or before the transfer or issue of the Sale Shares, the Deferred Shares, the Residual Shares and the Option Shares pursuant to the provisions of this Agreement.

Sale and Purchase of Shares. 2.1 On and subject to the terms of this AgreementAt Closing, each of the Shareholders Sellers shall sell with full title guarantee and free from all Encumbrances, and the Purchaser shall purchase, the entire legal and beneficial ownership in that number of Sale Shares, Residual Shares and Deferred Shares as are shown listed opposite its to each such Seller’s name in Column (2) Schedule 1 Part 1Appendix A, Column (2) Schedule 1 Part 2 and Column (2) Schedule 1 Part 3 respectively, on and with effect from the Completion Date, in each case free from all Encumbrances and together with all rights which are now, attached or at any time hereafter may become, attached accruing to them (including without limitation the right to receive at Closing and all dividends and distributions declared, made or paid on or after Completion). 2.2 On since the Locked Box Date. The Sellers expressly confirm, in their capacity as shareholder of the Company, and subject covenant to the terms Purchaser, in their capacity of the transferee of all Shares held by the Sellers, that they have the right to sell and to transfer to the Purchaser all Shares listed opposite to each Seller’s name in Appendix A, and in that respect irrevocably waive all rights of pre-emption and any other rights in respect of notice formalities and transfer restrictions which they may have (whether under the Company's articles of association or other constitutional documents, including the Shareholders’ Agreement) in respect of the transfer of any of the Shares to the Purchaser under and in accordance with this Agreement. Each of the Parties that are party to the Shareholders’ Agreement further unanimously agrees to terminate the Shareholders’ Agreement with effect as of Closing. The ownership of the Shares shall be transferred to the Purchaser on the Closing Date in consideration of the payment of the Closing Amount, in accordance with Section 2.2, and following completion of the Closing Actions. The Sale contemplated under this Agreement is indivisible and shall be valid only if it applies to all of the Shares. No partial enforcement of this Agreement shall be allowed. The Sellers hereby grant an irrevocable power-of-attorney to (i) the Sellers' Representative or (ii) Yannick Verrycke, Xxxxx Xxxxxxx or Xxxxxx Xxxxxxx, attorneys-at-law of the law firm Cresco Advocaten BV, with offices at Xxxxx Xxxxxxxxxxxx 000-000, 0000 Xxxxxxx, Xxxxxxx, acting alone and with the power of substitution, for the purposes of recording and registering the transfer of the Shares in the shareholders' register of the Company, initialing each page of this Agreement, each of the Option Shareholders shall sell and the Purchaser shall purchase, the entire legal to take any other action and beneficial ownership in that number of Option Shares sign any other document as are shown opposite its name in column (2) of the Option Schedule on and with effect from Completion, in each case free from all Encumbrances and together with all rights which are now, or at any time hereafter may become, attached to them (including without limitation the right to receive all dividends and distributions declared, made or paid on or after Completion). 2.3 In relation to the Sale Shares owned by Fonterona Holdings SA, the Founders shall procure the sale of, and the Purchaser shall purchase the entire legal and beneficial ownership of such Shares, on and with effect from Completion, free from all Encumbrances and together with all rights which are now, or at any time hereafter may become, attached to them (including without limitation the right to receive all dividends and distributions declared, made or paid on or after Completion. 2.4 Each of the Shareholders and each of the Option Shareholders hereby irrevocably waives or shall procure the waiver of any rights which may be necessary, useful or have been conferred on it required in order that such transfer of Shares shall be enforceable against third parties. The Purchaser hereby grants an irrevocable power-of-attorney to Xxxx Xxxxxxx, Xxxx Xxxxxxx, Xxxxx Xxxxxx or any other person under the articles of association lawyer of the Company or in any other way to have any law firm KRKR-ADV, with offices at 40 Tuval St. Ramat Gan, Israel, acting alone and with the power of substitution, for the purposes of recording and registering the transfer of the Sale Shares, Shares in the Deferred Shares, the Residual Shares or the Option Shares offered to it or any other person for purchase at any time on or before the transfer or issue shareholders' register of the Sale SharesCompany, the Deferred Shares, the Residual Shares and the Option Shares pursuant to the provisions initialing each page of this Agreement, and to take any other action and sign any other document as may be necessary, useful or required in order that such transfer of Shares shall be enforceable against third parties.

Sale and Purchase of Shares. 2.1 On and subject to the terms of this Agreement, each of the Shareholders 2.1. The Sellers shall sell and the Purchaser Buyer shall purchase, buy the entire legal and beneficial ownership in that number of Sale Shares, Residual Shares and Deferred Shares as are shown opposite its name in Column (2) Schedule 1 Part 1, Column (2) Schedule 1 Part 2 and Column (2) Schedule 1 Part 3 respectively, on and with effect from the Completion Date, in each case and the Sellers shall procure that the Buyer acquires the Sale Shares with full legal and beneficial title and free from all Encumbrances Encumbrances. 2.2. The consideration for the sale of the Sale Shares shall be the issue by the Buyer to each Seller of the number of Shares set out opposite that Seller’s name in column (3) of Schedule 1 to this Agreement (the “Consideration Shares”), credited as fully paid up. 2.3. The Buyer shall acquire the Sale Shares with effect from and together with including the Completion Date to the intent that, as and from that date, all rights which are nowand advantages accruing to the Sale Shares, or at any time hereafter may becomeincluding, attached to them (including without limitation limitation, the right to receive all dividends and or other distributions or any return of capital declared, made or paid by the Company on or after Completion)that date in respect of the Sale Shares, shall belong to the Buyer. 2.2 On 2.4. Each Seller, hereby appoints the Buyer to be its agent and/or attorney and subject to the terms of this Agreement, each in its name and on its behalf pending registration of the Option Shareholders shall sell and Sale Shares in the Purchaser shall purchase, the entire legal and beneficial ownership in that number of Option Shares as are shown opposite its name in column (2) of the Option Schedule on Buyer in the register of members of the Company to exercise all or any of the rights and with effect from Completion, in each case free from all Encumbrances and together with all rights which are now, or at any time hereafter may become, attached to them (including without limitation the right to receive all dividends and distributions declared, made or paid on or after Completion). 2.3 In relation privileges attaching to the Sale Shares owned by Fonterona Holdings SAas the Buyer shall in its absolute discretion see fit as if the Buyer was so registered and in particular, without prejudice to the Founders shall procure generality of the sale offoregoing to: 2.4.1. attend and vote at any general meeting of the Company (or of any class of members of the same class as the Sale Shares) and at any adjournment thereof, and the Purchaser shall purchase the entire legal and beneficial ownership of to consent to any such Shares, on and with effect from Completion, free from all Encumbrances and together with all rights which are now, or meeting being held at any time hereafter may become, attached to them (including without limitation the right to receive all dividends and distributions declared, made or paid on or after Completion. 2.4 Each of the Shareholders and each of the Option Shareholders hereby irrevocably waives or shall procure the waiver of any rights which may be or have been conferred on it or any other person shorter notice than is required under the articles of association of the Company or the Companies Act 2006 and to sign any written resolution of the Company (or of any class of members of the same class as the Sale Shares); and 2.4.2. approve, sign, complete and deliver on the Sellers’ behalf any form of transfer in any other way to have any respect of the Sale Shares, . 2.5. The Buyer shall have the Deferred Shares, power to delegate the Residual Shares or performance of its powers and rights under the Option Shares offered power of attorney granted under clause 2.4 (other than this power of delegation) to it or any other person for purchase at any a director from time on or before the transfer or issue to time of the Buyer. 2.6. The power of attorney granted by each Seller under clause 2.4 shall be irrevocable until the Sale SharesShares are registered in the name of the Buyer. 2.7. Each Seller undertakes to ratify everything which the Buyer shall lawfully do, purport to lawfully do, or cause to be lawfully done by virtue of the Deferred Shares, the Residual Shares and the Option Shares pursuant to the provisions power of this Agreementattorney granted under clause 2.4.

Sale and Purchase of Shares. 2.1 3.1. On and subject to the terms of this Agreement, each of Agreement the Shareholders Sellers shall sell and the Purchaser Buyer shall purchase, buy with effect from Closing the entire Shares. 3.2. Each Seller represents and warrants that he: (a) has the right to sell the Shares on the terms set out in this Agreement; (b) shall deliver full legal and beneficial ownership in that number of Sale title to the Shares, Residual ; and (c) sells the Shares and Deferred Shares as are shown opposite its name in Column (2) Schedule 1 Part 1, Column (2) Schedule 1 Part 2 and Column (2) Schedule 1 Part 3 respectively, on and with effect from the Completion Date, in each case free from all Encumbrances other than Permitted Encumbrances. 3.3. Each Seller waives any right of pre-emption or other restriction on transfer in respect of the Shares or any of them conferred on him under the articles of incorporation (including any articles of amendment) of the Company or otherwise and together shall procure (and produce as part of the Closing Documents) the irrevocable waiver of any such right or restriction conferred on any other person who is not a party to this Agreement. 3.4. The Principal Sellers represent and warrant that (i) there is no right to require the Company to issue any share capital and no Encumbrance affecting any unissued shares or debentures or other unissued securities of the Company, and (ii) there is no commitment which has been given to create an Encumbrance affecting any unissued shares or debentures or other unissued securities of the Company, and (iii) there is no commitment of the Company to issue ay share capital and no person has claimed any rights in connection with any of those things. 3.5. Each Seller represents and warrants that no commitment has been given to create an Encumbrance affecting his Shares. 3.6. Each of the Seller’s representations and warranties under this Section 3 are made severally and not jointly. 3.7. The Shares are sold with all rights which are nowthat attach, or at any time hereafter may becomein the future attach, attached to them (including without limitation including, in particular, the right to receive all dividends and distributions declared, made or paid on or after Completionthe date of this agreement). 2.2 On and subject 3.8. The Buyer is not obliged to complete the terms purchase of this Agreement, each of the Option Shareholders shall sell and the Purchaser shall purchase, the entire legal and beneficial ownership in that number of Option Shares as are shown opposite its name in column (2) of the Option Schedule on and with effect from Completion, in each case free from all Encumbrances and together with all rights which are now, or at any time hereafter may become, attached to them (including without limitation the right to receive all dividends and distributions declared, made or paid on or after Completion). 2.3 In relation to the Sale Shares owned by Fonterona Holdings SA, the Founders shall procure the sale of, and the Purchaser shall purchase the entire legal and beneficial ownership of such Shares, on and with effect from Completion, free from all Encumbrances and together with all rights which are now, or at any time hereafter may become, attached to them (including without limitation the right to receive all dividends and distributions declared, made or paid on or after Completion. 2.4 Each of the Shareholders and each of the Option Shareholders hereby irrevocably waives or shall procure the waiver of any rights which may be or have been conferred on it or any other person under the articles of association of the Company or in any other way to have any of the Sale Shares, Shares unless the Deferred Shares, purchase of all the Residual Shares or the Option Shares offered to it or any other person for purchase at any time on or before the transfer or issue of the Sale Shares, the Deferred Shares, the Residual Shares and the Option Shares pursuant to the provisions of this Agreementis completed simultaneously.

Sale and Purchase of Shares. 2.1 On and subject to the terms of this Agreement, each of the Shareholders The Sellers shall sell and the Purchaser Buyer shall purchase, buy the entire legal and beneficial ownership in that number of Sale Shares, Residual Shares and Deferred Shares as are shown opposite its name in Column (2) Schedule 1 Part 1, Column (2) Schedule 1 Part 2 and Column (2) Schedule 1 Part 3 respectively, on and with effect from the Completion Date, in each case and the Sellers shall procure that the Buyer acquires the Sale Shares with full legal and beneficial title and free from all Encumbrances Encumbrances. 2.2 The consideration for the sale of the Sale Shares shall be the issue by the Buyer to each Seller of the number of Shares set out opposite that Seller’s name in column (3) of Schedule 1 to this Agreement (the “Consideration Shares”), credited as fully paid up. 2.3 The Buyer shall acquire the Sale Shares with effect from and together with including the Completion Date to the intent that, as and from that date, all rights which are nowand advantages accruing to the Sale Shares, or at any time hereafter may becomeincluding, attached to them (including without limitation limitation, the right to receive all dividends and or other distributions or any return of capital declared, made or paid by the Company on or after Completion)that date in respect of the Sale Shares, shall belong to the Buyer. 2.2 On 2.4 Each Seller, hereby appoints the Buyer to be its agent and/or attorney and subject to the terms of this Agreement, each in its name and on its behalf pending registration of the Option Shareholders shall sell and Sale Shares in the Purchaser shall purchase, the entire legal and beneficial ownership in that number of Option Shares as are shown opposite its name in column (2) of the Option Schedule on Buyer in the register of members of the Company to exercise all or any of the rights and with effect from Completion, in each case free from all Encumbrances and together with all rights which are now, or at any time hereafter may become, attached to them (including without limitation the right to receive all dividends and distributions declared, made or paid on or after Completion). 2.3 In relation privileges attaching to the Sale Shares owned by Fonterona Holdings SAas the Buyer shall in its absolute discretion see fit as if the Buyer was so registered and in particular, without prejudice to the Founders shall procure generality of the sale offoregoing to: 2.4.1 attend and vote at any general meeting of the Company (or of any class of members of the same class as the Sale Shares) and at any adjournment thereof, and the Purchaser shall purchase the entire legal and beneficial ownership of to consent to any such Shares, on and with effect from Completion, free from all Encumbrances and together with all rights which are now, or meeting being held at any time hereafter may become, attached to them (including without limitation the right to receive all dividends and distributions declared, made or paid on or after Completion. 2.4 Each of the Shareholders and each of the Option Shareholders hereby irrevocably waives or shall procure the waiver of any rights which may be or have been conferred on it or any other person shorter notice than is required under the articles of association of the Company or the Companies Act 2006 and to sign any written resolution of the Company (or of any class of members of the same class as the Sale Shares); and 2.4.2 approve, sign, complete and deliver on the Sellers’ behalf any form of transfer in any other way to have any respect of the Sale Shares, . 2.5 The Buyer shall have the Deferred Shares, power to delegate the Residual Shares or performance of its powers and rights under the Option Shares offered power of attorney granted under clause 2.4 (other than this power of delegation) to it or any other person for purchase at any a director from time on or before the transfer or issue to time of the Buyer. 2.6 The power of attorney granted by each Seller under clause 2.4 shall be irrevocable until the Sale SharesShares are registered in the name of the Buyer. 2.7 Each Seller undertakes to ratify everything which the Buyer shall lawfully do, purport to lawfully do, or cause to be lawfully done by virtue of the Deferred Shares, the Residual Shares and the Option Shares pursuant to the provisions power of this Agreementattorney granted under clause 2.4.

Sale and Purchase of Shares. 2.1 On and subject 1.1 The Seller agrees to sell, or procure the terms of this Agreement, each of the Shareholders shall sell and the Purchaser shall purchasesale of, the entire legal and beneficial ownership in that number of Sale Shares, Residual Shares and Deferred Shares as are shown opposite its name in Column (2) Schedule 1 Part 1, Column (2) Schedule 1 Part 2 and Column (2) Schedule 1 Part 3 respectively, on and with effect from the Completion Date, in each case full title guarantee free from all Encumbrances encumbrances and together with all rights that attach to them at the date of this agreement and which are now, or may at any time hereafter may become, prior to the cancellation of the Shares be attached to them (or accrue in respect of them, including without limitation the right to receive all dividends and distributions declareddeclared paid or made for a consideration of £1.00 per Share and the Company agrees to purchase them and to pay such consideration to the Seller. 1.2 Completion of the sale and purchase of the Shares shall take place at the offices of the Company, made when the Seller shall deliver the share certificate(s) or paid on or after other evidence of title to the Shares to the Company and the Company shall satisfy its obligation to pay the consideration due in respect of the Shares by payment of the sum of £40.00 to the Seller (Completion). 2.2 On 1.3 The Seller warrants that: (a) there are no liens, charges or other encumbrances over or in respect of the Shares which are fully paid and subject he has the full and unrestricted power to sell and to confer on the Company the full legal and beneficial title of the Shares to the Company on the terms of this Agreement, each agreement without the consent of any third party where such third party consent has not been obtained prior to Completion; (b) he is the Option Shareholders shall sell and the Purchaser shall purchase, the entire sole legal and beneficial ownership in that number of Option Shares as are shown opposite its name in column (2) owner of the Option Schedule on and with effect from Completion, in each case free from all Encumbrances and together with all rights Shares which are now, or at any time hereafter may become, attached fully paid and he has the full and unrestricted power to them (including without limitation sell and to confer on the right to receive all dividends and distributions declared, made or paid on or after Completion). 2.3 In relation to Company the Sale Shares owned by Fonterona Holdings SA, the Founders shall procure the sale of, and the Purchaser shall purchase the entire full legal and beneficial ownership of such Shares, on and with effect from Completion, free from all Encumbrances and together with all rights which are now, or at any time hereafter may become, attached to them (including without limitation the right to receive all dividends and distributions declared, made or paid on or after Completion. 2.4 Each title of the Shareholders and each Shares to the Company on the terms of this agreement without the Option Shareholders hereby irrevocably waives or shall procure the waiver consent of any rights which may be or have third party where such third party consent has not been conferred on it or obtained prior to Completion; (c) he has all requisite power, authority and capacity to execute, deliver and perform his obligations under this agreement and any other person under the articles of association of the Company or in document to be executed by him; and (d) this Agreement constitutes, and any other way document executed or to have any of be executed by the Sale SharesSeller in connection with this agreement will, when executed, constitute legal, valid and binding obligations on the Deferred Shares, the Residual Shares or the Option Shares offered to it or any other person for purchase at any time on or before the transfer or issue of the Sale Shares, the Deferred Shares, the Residual Shares and the Option Shares pursuant to the provisions of this Agreement.Seller in accordance with their respective terms;

Sale and Purchase of Shares. 2.1 On and subject Subject to the terms and conditions of this Agreement, each of the Shareholders : (a) Seller 1 shall sell and the Purchaser shall purchase, the entire legal and beneficial ownership in that number of Sale Shares, Residual Shares and Deferred Shares as are shown opposite its name in Column (2) Schedule 1 Part 1, Column (2) Schedule 1 Part 2 and Column (2) Schedule 1 Part 3 respectively, on and with effect from the Completion Date, all of the Seller 1 Shares specified in each case free from all Encumbrances the cell that corresponds to Seller 1 and the Purchaser in the “Sale Shares” table in Annexure I, for the consideration specified in the cell that corresponds to Seller 1 and the Purchaser in the “Consideration” table in Annexure I, together with all rights which are nowrights, or at any time title, interests and advantages now and hereafter may become, attached to them such Seller 1 Shares, and free and clear of any and all Encumbrances; and (including without limitation the right to receive all dividends and distributions declared, made or paid on or after Completion). 2.2 On and subject to the terms of this Agreement, each of the Option Shareholders b) Seller 2 shall sell and the Purchaser shall purchase, on the entire legal and beneficial ownership in that number of Option Shares as are shown opposite its name in column (2) Completion Date, all of the Option Schedule on Seller 2 Shares specified in the cell that corresponds to Seller 2 and with effect from Completionthe Purchaser in the “Sale Shares” table in Annexure I, for the consideration specified in each case free from all Encumbrances the cell that corresponds to Seller 2 and the Purchaser in the “Consideration” table in Annexure I, together with all rights which are nowrights, or at any time title, interests and advantages now and hereafter may become, attached to them (including without limitation such Seller 2 Shares, and free and clear of any and all Encumbrances. 2.2 Any amounts payable by the right Purchaser to receive all dividends the Sellers on the Completion Date shall be payable in INR, and distributions declared, made or paid on or after Completion)in the manner set out in Clause 4. 2.3 In relation to Each Seller undertakes that, between the Sale Shares owned by Fonterona Holdings SA, the Founders shall procure the sale of, date of this Agreement and the Purchaser earlier of (i) the last Completion Date and (ii) termination of this Agreement in accordance with its terms, he shall purchase not: (a) take any actions to create or permit the entire legal and beneficial ownership of such Shares, on and with effect from Completion, free from all Encumbrances and together with all rights which are now, or at any time hereafter may become, attached to them (including without limitation the right to receive all dividends and distributions declared, made or paid on or after Completion. 2.4 Each of the Shareholders and each of the Option Shareholders hereby irrevocably waives or shall procure the waiver creation of any rights which may be Encumbrances over or have been conferred on it or affecting any other person under the articles of association of the Company or in any other way to have any his portion of the Sale Shares; or (b) solicit, invite or enter into any negotiations, discussions, binding or non-binding commitments with any Third Party for the Deferred Shares, the Residual Shares or the Option Shares offered to it or any other person for purchase at any time on or before the transfer or issue sale of his portion of the Sale Shares, the Deferred Shares, the Residual Shares and the Option Shares pursuant to the provisions of this Agreement.

Sale and Purchase of Shares. 2.1 On and subject Subject to the terms of this Agreementand conditions hereof, each of the Shareholders Cxxxx shall sell and the Purchaser shall purchase, the entire legal and beneficial ownership in that number of Sale Shares, Residual Shares and Deferred Shares as are shown opposite its name in Column (2) Schedule 1 Part 1, Column (2) Schedule 1 Part 2 and Column (2) Schedule 1 Part 3 respectively, on and with effect from the Completion Date, in each case free from all Encumbrances and together with all rights which are now, or at any time hereafter may become, attached to them (including without limitation the right to receive all dividends and distributions declared, made or paid on or after Completion). 2.2 On and subject transfer to the terms of this Agreement, each of the Option Shareholders shall sell and the Purchaser shall purchase, the entire legal and beneficial ownership in that number of Option Shares as are shown opposite its name in column (2) of the Option Schedule on and with effect from Completion, in each case free from all Encumbrances and together with all rights which are now, or at any time hereafter may become, attached to them (including without limitation the right to receive all dividends and distributions declared, made or paid on or after Completion). 2.3 In relation to the Sale Shares owned by Fonterona Holdings SA, the Founders shall procure the sale ofPurchaser, and the Purchaser shall purchase from Cxxxx one Ordinary Share, which constitutes 100% of the entire legal issued and beneficial ownership outstanding shares of such Tawton (the "Purchased Shares"). As consideration for the Purchased Shares, on the Purchaser shall pay Cxxxx a purchase price of one million two hundred and fifty thousand U.S. Dollars (US$1,250,000) (the "Purchase Price"), representing a price per share of US$1,250,000 for each of the Purchased Shares (the "Price Per Share"). 2.2 The Company, Yoav and the Sellers represent and warrant to the Purchaser that immediately following the Closing, (i) the Purchased Shares shall represent 100% of Tawton's issued and outstanding share capital, including all issued shares, all outstanding warrants, options and convertible securities and (ii) Tawton's holdings in Zxxxxxxxx represent 50% of Zxxxxxxxx'x issued and outstanding share capital, including all issued shares, all outstanding options, warrants and convertible securities, and (iii) Zxxxxxxxx'x holding in the Company represent 100% of the Company's issued and outstanding share capital, including all issued shares, all outstanding warrants, options and convertible securities. 2.3 The Company, Yoav and the Sellers represent and warrant to the Purchaser that the Purchased Shares, when sold and delivered in accordance with effect from Completionthis Agreement, will be duly authorized, validly issued, fully paid, non-assessable and free from all Encumbrances of preemptive or similar rights; and together with all rights which are nowsuch Purchased Shares will be free and clear of any Liens, or at any time hereafter may become, attached to them (including without limitation and duly registered in the right to receive all dividends and distributions declared, made or paid on or after Completionname of the Purchaser in Tawton's Shareholders Register. 2.4 Each The Purchaser shall pay $1,250,000 to Cxxxx, in U.S. dollars by electronic wire transfer to a bank account designated by Cxxxx, or by such other form of payment as is mutually agreed by Cxxxx and Purchaser, on the date of the Shareholders and each of the Option Shareholders hereby irrevocably waives or shall procure the waiver of any rights which may be or have been conferred on it or any other person under the articles of association of the Company or in any other way to have any of the Sale Shares, the Deferred Shares, the Residual Shares or the Option Shares offered to it or any other person for purchase at any time on or before the transfer or issue of the Sale Shares, the Deferred Shares, the Residual Shares and the Option Shares pursuant to the provisions Closing of this AgreementAgreement and subject to fulfillment of all closing conditions by the Company, Sellers and Yoav.

Sale and Purchase of Shares. 2.1 1.1 On the basis of the representations herein contained and on the terms and subject to the terms conditions set forth herein, AEEGCL the Shareholders’ Representative hereby agrees to sell, assign, transfer, convey and deliver to AEEX, 100% of the AEEGCL Shares and AEEGCL agrees to sell, assign, transfer, convey and deliver the assets of AEEGCL, together with all of its rights, titles and interests in the business assets and all attendant or related assets of AEEGCL, including, but not limited to: proprietary intellectual property, documents, deeds, files, titles, patents, know-how and good-will, together with any other item, assets, products, files, records, documents, signatures, interests or rights pertaining to or relating to the Business Assets in keeping with the intentions and the spirit of this Agreement, each . 1.2 AEEX hereby agrees to purchase and acquire 100% of the Shareholders shall sell and the Purchaser shall purchase, the entire legal and beneficial ownership in that number of Sale Shares, Residual Shares and Deferred Business Assets of AEEGCL and AEEX shall issue an aggregate of one billion (1,000,000,000) new Common Shares as are shown opposite its name of the Company to AEEGCL, and both parties agree that this share issuance by AEEX represents payment in Column (2) Schedule 1 Part 1, Column (2) Schedule 1 Part 2 and Column (2) Schedule 1 Part 3 respectivelyfull of the US$500 million valuation noted in paragraph 1.1. 1.3 The Shareholders’ Representative, on behalf of the new shareholders (to be defined herein) are fully aware that the Shares subscribed for hereunder have not been registered with the Securities and with effect Exchange Commission under the Securities Act of 1933, as amended, and have been offered pursuant to the exemption from registration contained in Section 4(2) of said Act and Regulation S promulgated thereunder on the Completion Dateground that no public offering is involved, which reliance is based in each case free from all Encumbrances part upon my representations set forth herein. It is further understood and together with all rights which are nowagreed that the Shares subscribed for hereunder may not be offered, sold, transferred, pledged or hypothecated to any persons in the absence of registration under the Securities Act of 1933 and applicable state securities laws, or at any time hereafter may becomean opinion of counsel satisfactory to the Company that such registration is not required. It is further understood that a legend will be placed on each new AEEX certificate, attached to them (including without limitation which sets forth the right to receive all dividends restrictions set forth herein unless and distributions declared, made or paid on or after Completion)until the AEEX Shares are registered. 2.2 1.4 On the basis of the representations herein contained and on the terms and subject to the terms of this Agreementconditions set forth herein, each AEEGCL hereby agrees to transfer control of the Option Shareholders shall sell AEEGCL Shares and Business Assets of AEEGCL to AEEX through the Purchaser shall purchase, the entire legal acceptance and beneficial ownership in that number of Option Shares as are shown opposite its name in column (2) confirmation by AEEGCL of the Option Schedule on issuance and with effect from Completiongranting, in each case free from all Encumbrances and together with all rights which are nowby AEEX, or at any time hereafter may become, attached to them (including without limitation the right to receive all dividends and distributions declared, made or paid on or after Completion). 2.3 In relation to the Sale Shares owned by Fonterona Holdings SA, the Founders shall procure the sale of, and the Purchaser shall purchase the entire legal and beneficial ownership of such 1,000,000,000 newly issued AEEX Shares, on and with effect from Completion, free from all Encumbrances and together with all rights which are now, or at any time hereafter may become, attached to them (including without limitation represents the right to receive all dividends and distributions declared, made or paid on or after Completion. 2.4 Each full purchase price of 100% of the Shareholders shares of AEEGCL and each all of the Option Shareholders hereby irrevocably waives or shall procure the waiver of any rights which may be or have been conferred on it or any other person under the articles of association of the Company or in any other way to have any of the Sale Shares, the Deferred Shares, the Residual Shares or the Option Shares offered to it or any other person for purchase at any time on or before the transfer or issue of the Sale Shares, the Deferred Shares, the Residual Shares and the Option Shares pursuant to the provisions of this Agreementits assets.

Sale and Purchase of Shares. 2.1 On the terms and subject to the terms of this Agreementconditions set forth herein, at the Closing, each of Seller will sell to the Shareholders shall sell Purchaser, and the Purchaser shall purchasewill purchase from each Seller, all the Company Shares owned by such Seller, as set forth opposite such Seller’s name on the written notice to be delivered by the Sellers’ Representative pursuant to Article 3.1 hereof, such number of Company Shares owned by Sellers being in the aggregate 7,475,537 Company Shares which will represent the same number of voting rights (i.e. 7,475,537 voting rights) at Closing (collectively, the entire legal and beneficial ownership in that number of Sale “Sellers’ Shares”), Residual Shares and Deferred Shares as are shown opposite its name in Column (2) Schedule 1 Part 1, Column (2) Schedule 1 Part 2 and Column (2) Schedule 1 Part 3 respectively, on and with effect from the Completion Date, in each case free from all Encumbrances and clear of any Encumbrances, together with all rights which are nowattached thereto from and including the Closing Date. As consideration for the Sellers’ Shares sold by each Seller hereunder, or each Seller shall receive, at any time hereafter may becomethe Closing, attached the amount of cash consideration and Parent Common Stock consideration constituting, in the aggregate, the Purchase Price set forth opposite such Seller’s name on the written notice to them be delivered by the Sellers’ Representative pursuant to Article 3.1 hereof. At the Sellers’ option, Mr. TF will be authorized to join this Agreement as a “Seller” with respect to Company Shares held by him until 10 business days before Closing. In this case, Parent, the Purchaser and Mr. TF will sign a joinder to this Agreement and the Shareholders Agreement reasonably acceptable to Parent (including without limitation the right to receive all dividends and distributions declared, made or paid on or after Completion). 2.2 On and subject to the terms of this Agreement, each including the maximum and minimum number of the Option Shareholders shall sell Company Exchange Shares and the Purchaser shall purchasePurchase Price, the entire legal and beneficial ownership in that number of Option Shares as are shown opposite its name in column (2) of the Option Schedule on and with effect from Completion, in each case free from all Encumbrances and together with all rights which are now, or at any time hereafter may become, attached will be amended to them (including without limitation the right to receive all dividends and distributions declared, made or paid on or after Completion). 2.3 In relation to the Sale Shares owned by Fonterona Holdings SA, the Founders shall procure the sale ofreflect, and the Purchaser shall purchase written notice to be delivered by the entire legal and beneficial ownership of such Shares, on and with effect from Completion, free from all Encumbrances and together with all rights which are now, or at any time hereafter may become, attached to them (including without limitation the right to receive all dividends and distributions declared, made or paid on or after Completion. 2.4 Each of the Shareholders and each of the Option Shareholders hereby irrevocably waives or shall procure the waiver of any rights which may be or have been conferred on it or any other person under the articles of association of the Company or in any other way to have any of the Sale Shares, the Deferred Shares, the Residual Shares or the Option Shares offered to it or any other person for purchase at any time on or before the transfer or issue of the Sale Shares, the Deferred Shares, the Residual Shares and the Option Shares Sellers’ Representative pursuant to Article 3.1 hereof shall reflect, Mr. TF’s ownership and sale of Company Shares on the provisions of this Agreementterms hereof).”

Sale and Purchase of Shares. 2.1 On and subject Xxxxxxx hereby sells to the terms of this AgreementPurchaser, each of the Shareholders shall sell and the Purchaser shall purchasehereby purchases from Xxxxxxx, the entire legal Xxxxxxx Shares; and beneficial ownership in that number ASB hereby sells to the Purchaser, and the Purchaser hereby purchases from ASB, the ASB Shares. For the avoidance of Sale Sharesdoubt, Residual the sale and purchase of the Sellers' Shares pursuant to this Agreement shall include all Shares held, directly or indirectly, by the Sellers and the investment funds and separate accounts managed by them, irrespective of whether the description of the Shares and Deferred the Sellers' Shares as are shown opposite its name set forth in Column (2) Schedule 1 Part 1, Column (2) Schedule 1 Part 2 recitals B and Column (2) Schedule 1 Part 3 respectively, on G of the Preamble or elsewhere herein is true and with effect from complete. 2.2 The sale and purchase of the Completion Date, in each case free from all Encumbrances and together Sellers' Shares contemplated by this Agreement shall be made with all rights which are now, or at any time hereafter may become, attached to them the Sellers' Shares (including the "ANCILLARY RIGHTS"), including, without limitation limitation, the rights to receive dividends and all subscription rights (Bezugsrechte). The right to receive dividends shall include the right to receive, in part or in total, the guaranteed fixed annual dividend for the current fiscal year 2004/2005 as well as the right to receive dividends for all dividends and distributions declaredprevious fiscal years of the Company, made or paid on or after Completion). 2.2 On and subject to the terms extent that profits of this Agreement, each previous fiscal years have not been distributed as of the Option Shareholders date hereof. The Ancillary Rights shall sell and the Purchaser shall purchase, the entire legal and beneficial ownership also include any right to participate in that number of Option Shares as are shown opposite its name in column (2) an increase of the Option Schedule on and with effect from Completion, in each case free from all Encumbrances and together with all rights which are nowamount of the fair cash compensation and/or the guaranteed fixed annual payment as a result of, or at any time hereafter may becomein connection with the Award Proceedings or other proceedings or agreements irrespective of whether such increase occurs through a court ruling, attached to them (including without limitation an agreement amongst the right to receive all dividends and distributions declared, made or paid on or after Completion). 2.3 In relation parties to the Sale Shares owned by Fonterona Holdings SA, the Founders shall procure the sale of, and the Purchaser shall purchase the entire legal and beneficial ownership of such Shares, on and with effect from Completion, free from all Encumbrances and together with all rights which are now, Award Proceedings or at any time hereafter may become, attached to them (including without limitation the right to receive all dividends and distributions declared, made or paid on or after Completionotherwise. 2.4 Each of the Shareholders and each of the Option Shareholders hereby irrevocably waives or shall procure the waiver of any rights which may be or have been conferred on it or any other person under the articles of association of the Company or in any other way to have any of the Sale Shares, the Deferred Shares, the Residual Shares or the Option Shares offered to it or any other person for purchase at any time on or before the transfer or issue of the Sale Shares, the Deferred Shares, the Residual Shares and the Option Shares pursuant to the provisions of this Agreement.

Sale and Purchase of Shares. 2.1 On and subject Subject to the terms and conditions of this AgreementAgreement and on the basis of and in reliance upon the representations, warranties, covenants and agreements set forth herein, on the Closing Date (as defined in Section 2(a) hereof) each Seller shall sell to the Buyer and the Buyer shall purchase from each Seller all of the Shares owned by such Seller in exchange for a purchase price determined and payable as follows: (a) cash in the amount set forth after such Seller's name in column B of Exhibit A hereto shall be paid by the Buyer to such Seller on the first business day following the Closing Date (the "Payment Date") in the manner provided in the last sentence of Section 2(b) hereof, with $19.5 million being the total amount of cash to be paid to all of the Sellers on the Payment Date (collectively, the "Closing Payments"). It is contemplated by the parties that following the sale of the Shares (i) the Buyer will merge with and into the Company, (ii) the Company will borrow funds from National City Bank and (iii) the Company will, on the Payment Date, pay the Closing Payments in full by wire transfer of immediately available funds as described in the last sentence of Section 2(b); (b) cash in the amounts set forth after such Seller's name in columns C, D and E of Exhibit A hereto shall be paid by the Buyer to such Seller on each of the Shareholders shall sell second, third and fourth anniversaries of the Purchaser shall purchaseClosing Date, respectively, (or if any such payment date is not a day on which banks in New Jersey and Pennsylvania are open for business, the entire legal and beneficial ownership next succeeding day on which banks in that number such states are so open), with $4.0 million being the total amount of Sale Sharescash to be paid to all of the Sellers on these three anniversary dates, Residual Shares and Deferred Shares as are shown opposite its name in Column (2) Schedule 1 Part 1, Column (2) Schedule 1 Part 2 and Column (2) Schedule 1 Part 3 respectively, on and with effect from the Completion Date, together in each case free with simple interest on the unpaid balance thereof from the Closing Date at the rate of 6% per annum, payable on and for the periods ending each April 2, July 2, October 2 and January 2 until such deferred purchase price obligation has been satisfied, with the final interest payment to be on the date of such satisfaction; all Encumbrances of the foregoing, with respect to each Seller, to be satisfied by the Buyer's delivery on the Closing Date of a promissory note made by the Buyer's ultimate parent, K-Tron International, Inc. ("K-Tron"), in favor of such Seller in the form attached hereto as Exhibit B (individually with respect to each Seller, a "Seller Note", and together with all rights which are nowcollectively, the "Seller Notes"); and (c) cash in an amount to be determined pursuant to Section 3 hereof shall be paid by the Buyer to the Sellers, or at any time hereafter may become, attached to them (including without limitation by the right to receive all dividends and distributions declared, made or paid on or after Completion). 2.2 On and subject Sellers to the terms of this AgreementBuyer, each of as the Option Shareholders shall sell and the Purchaser shall purchase, the entire legal and beneficial ownership in that number of Option Shares as are shown opposite its name in column (2) of the Option Schedule on and with effect from Completioncase may be, in each case free from all Encumbrances and together accordance with all rights which are now, or at any time hereafter may become, attached to them (including without limitation the right to receive all dividends and distributions declared, made or paid on or after Completion)such Section 3. 2.3 In relation to the Sale Shares owned by Fonterona Holdings SA, the Founders shall procure the sale of, and the Purchaser shall purchase the entire legal and beneficial ownership of such Shares, on and with effect from Completion, free from all Encumbrances and together with all rights which are now, or at any time hereafter may become, attached to them (including without limitation the right to receive all dividends and distributions declared, made or paid on or after Completion. 2.4 Each of the Shareholders and each of the Option Shareholders hereby irrevocably waives or shall procure the waiver of any rights which may be or have been conferred on it or any other person under the articles of association of the Company or in any other way to have any of the Sale Shares, the Deferred Shares, the Residual Shares or the Option Shares offered to it or any other person for purchase at any time on or before the transfer or issue of the Sale Shares, the Deferred Shares, the Residual Shares and the Option Shares pursuant to the provisions of this Agreement.

Sale and Purchase of Shares. 2.1 On and subject Subject to the terms and conditions of this Agreement, each SELLER hereby agrees to sell and transfer to BUYER, and BUYER hereby agrees to buy from SELLER, the full le- gal and beneficial ownership, free and clear from any Liens, of the Shareholders Shares as set out in Recitals a. 2.2 The Parties shall sell not be obligated to complete the sale and purchase of the Purchaser shall purchase, the entire legal and beneficial ownership in that number of Sale Shares, Residual unless the sale and purchase of all the Shares and Deferred Shares as are shown opposite its name in Column (2) Schedule 1 Part 1, Column (2) Schedule 1 Part 2 and Column (2) Schedule 1 Part 3 respectively, on and with effect from the Completion Date, in each case free from all Encumbrances and together with is completed simultaneously. 2.3 BUYER shall be entitled to exercise all rights which are now, or at any time hereafter may become, attached to them (including or accruing to the Shares, including, without limitation limitation, the right to receive all dividends and dividends, distributions declared, or any re- turn of capital declared or made or paid on or by the Company after Completion)the Closing Date. 2.2 On 2.4 As consideration for the Shares, BUYER shall pay and subject SELLER shall receive the Purchase Price. The Purchase Price, as set forth below, shall be paid to SELLER at Closing as described in Section 2.5 and 3 hereinafter. 2.5 The Purchase Price is a fixed amount of CHF 8,000,000 for all Shares payable as fol- lows:‌ 2.5.1 Payment of CHF 2,000,000 in cash by bank transfer; and 2.5.2 Payment of CHF 6,000,000 in common stock of BUYER's parent company, Maricann Group Inc., Xxxxxxxxxx, Xxxxxxx, Xxxxxx (hereinafter referred to as the terms of this Agreement, each of "Common Maricann Group Shares") calculated based upon the Option Shareholders shall sell and 20 day volume weighted average price (hereinafter referred to as the Purchaser shall purchase, the entire legal and beneficial ownership in that number of Option Shares as are shown opposite its name in column (2"VWAP") of the Option Schedule common shares of Maricann Group Inc. on the Canadian Securities Exchange (hereinafter referred to as the "CSE"), ending on the date (hereinafter referred to as the "Calculation Date") that is two trading days before the signing, sub- ject however that the Common Maricann Group Shares shall not be issued at a price that is less than the closing price of the common shares of Maricann Group Inc. on the CSE on the last trading day prior to Closing Date after fac- toring in the maximum allowable discount under the rules of the CSE, unless otherwise approved by the CSE. The VWAP shall be calculated by adding up the dollars traded for every transaction (price multiplied by number of shares traded) and with effect from Completion, then dividing by the total shares traded for the day. The VWAP shall not be adjusted thereafter. The exchange rate between the Canadian Dol- lar and CHF to be used in each case free from all Encumbrances and together with all rights which are now, or at any time hereafter may become, attached determining the number of Common Maricann Group Shares to them (including without limitation be issued to the right to receive all dividends and distributions declared, made or paid on or after Completion)SELLER shall be the Bank of Canada daily exchange published for the Calculation Date. 2.3 In relation 2.6 The amount to be paid by BUYER pursuant to Section 2.5.1 shall be paid in the amount of CHF 2,000,000 in immediately available funds in CHF for value within 10 (ten) Business Days after Closing Date by wire transfer to the Sale Shares owned bank account or ac- counts designated in writing by Fonterona Holdings SA, the Founders shall procure the sale of, and the Purchaser shall purchase the entire legal and beneficial ownership of such Shares, on and with effect from Completion, free from all Encumbrances and together with all rights which are now, or at any time hereafter may become, attached SELLER to them (including without limitation the right to receive all dividends and distributions declared, made or paid on or after CompletionBUYER. 2.4 Each of the Shareholders 2.7 The Common Maricann Group Shares in accordance with Section 2.5.2 shall be is- sued and each of the Option Shareholders hereby irrevocably waives or delivered according to Section 3 hereinafter and shall procure the waiver of any rights which may be or have been conferred on it or any other person under the articles of association of the Company or in any other way bear a standard legend according to have any of the Sale Shares, the Deferred Shares, the Residual Shares or the Option Shares offered to it or any other person for purchase at any time on or before the transfer or issue of the Sale Shares, the Deferred Shares, the Residual Shares and the Option Shares pursuant applicable Canadian securities laws to the provisions of this Agreementeffect that such shares shall not be traded in Canada until 4 months and one day after the issuance thereof.

Sale and Purchase of Shares. 2.1 On and subject Paulson hereby sells to the terms of this AgreementPurchaser, each of the Shareholders shall sell and the Purchaser shall purchasehereby purchxxxx from Paulson, the entire legal Paulson Shares; and beneficial ownership in that number ASB hereby sells to the Purchaser, xxd the Xxxxxxxer hereby purchases from ASB, the ASB Shares. For the avoidance of Sale Sharesdoubt, Residual the sale and purchase of the Sellers' Shares pursuant to this Agreement shall include all Shares held, directly or indirectly, by the Sellers and the investment funds and separate accounts managed by them, irrespective of whether the description of the Shares and Deferred the Sellers' Shares as are shown opposite its name set forth in Column (2) Schedule 1 Part 1, Column (2) Schedule 1 Part 2 recitals B and Column (2) Schedule 1 Part 3 respectively, on G of the Preamble or elsewhere herein is true and with effect from complete. 2.2 The sale and purchase of the Completion Date, in each case free from all Encumbrances and together Sellers' Shares contemplated by this Agreement shall be made with all rights which are now, or at any time hereafter may become, attached to them the Sellers' Shares (including the "ANCILLARY RIGHTS"), including, without limitation limitation, the rights to receive dividends and all subscription rights (Bezugsrechte). The right to receive dividends shall include the right to receive, in part or in total, the guaranteed fixed annual dividend for the current fiscal year 2004/2005 as well as the right to receive dividends for all dividends and distributions declaredprevious fiscal years of the Company, made or paid on or after Completion). 2.2 On and subject to the terms extent that profits of this Agreement, each previous fiscal years have not been distributed as of the Option Shareholders date hereof. The Ancillary Rights shall sell and the Purchaser shall purchase, the entire legal and beneficial ownership also include any right to participate in that number of Option Shares as are shown opposite its name in column (2) an increase of the Option Schedule on and with effect from Completion, in each case free from all Encumbrances and together with all rights which are nowamount of the fair cash compensation and/or the guaranteed fixed annual payment as a result of, or at any time hereafter may becomein connection with the Award Proceedings or other proceedings or agreements irrespective of whether such increase occurs through a court ruling, attached to them (including without limitation an agreement amongst the right to receive all dividends and distributions declared, made or paid on or after Completion). 2.3 In relation parties to the Sale Shares owned by Fonterona Holdings SA, the Founders shall procure the sale of, and the Purchaser shall purchase the entire legal and beneficial ownership of such Shares, on and with effect from Completion, free from all Encumbrances and together with all rights which are now, Award Proceedings or at any time hereafter may become, attached to them (including without limitation the right to receive all dividends and distributions declared, made or paid on or after Completionotherwise. 2.4 Each of the Shareholders and each of the Option Shareholders hereby irrevocably waives or shall procure the waiver of any rights which may be or have been conferred on it or any other person under the articles of association of the Company or in any other way to have any of the Sale Shares, the Deferred Shares, the Residual Shares or the Option Shares offered to it or any other person for purchase at any time on or before the transfer or issue of the Sale Shares, the Deferred Shares, the Residual Shares and the Option Shares pursuant to the provisions of this Agreement.

Sale and Purchase of Shares. 2.1 On and subject 2.1. Subject to the terms and conditions of this Agreement, each (i) the Selling Shareholders agree to sell to the Purchaser, and the Purchaser agrees, upon the basis of the Shareholders representations and warranties contained herein, to purchase from the Selling Shareholders, the Selling Shareholders' Shares free and clear of any pledges, encumbrances, attachments or any other third party rights of any nature whatsoever; and (ii) the Company agrees to sell to the Purchaser, and the Purchaser agrees, upon the basis of the representations and warranties contained herein, to purchase from the Company, the Company's Shares free and clear of any pledges, encumbrances, attachments or any other third party rights of any nature whatsoever; all of the Shares having all of the rights, preferences, privileges and restrictions set forth in the form of amended Articles of Association of the Company (the "NEW ARTICLES") to be adopted immediately prior to the closing of the IPO; PROVIDED, that, notwithstanding anything herein to the contrary, the Sellers shall not be obligated to sell the Shares to the Purchaser unless the Purchaser purchases all 1,625,228 Shares and the Purchaser shall purchase, not be obligated to buy the entire legal and beneficial ownership in that number of Sale Shares, Residual Shares and Deferred Shares as are shown opposite its name in Column (2) Schedule 1 Part 1, Column (2) Schedule 1 Part 2 and Column (2) Schedule 1 Part 3 respectively, on and with effect from the Completion Date, in each case free from Sellers unless the Sellers sell all Encumbrances 1,625,228 Shares. The Purchase and together with all rights which are now, sale of the Shares is intended to be a private placement and not a public offering or at any time hereafter may become, attached to them (including without limitation the right to receive all dividends and distributions declared, made or paid on or after Completion)part of a public offering. 2.2 On and subject to the terms of this Agreement, each of the Option Shareholders shall sell and the Purchaser shall purchase, the entire legal and beneficial ownership in that number of Option Shares as are shown opposite its name in column (2) of the Option Schedule on and with effect from Completion, in each case free from all Encumbrances and together with all rights which are now, or at any time hereafter may become, attached to them (including without limitation the right to receive all dividends and distributions declared, made or paid on or after Completion). 2.3 In relation to the Sale Shares owned by Fonterona Holdings SA, the Founders shall procure the sale of, and the Purchaser shall purchase the entire legal and beneficial ownership of such Shares, on and with effect from Completion, free from all Encumbrances and together with all rights which are now, or at any time hereafter may become, attached to them (including without limitation the right to receive all dividends and distributions declared, made or paid on or after Completion. 2.4 2.2. Each of the Shareholders and each of the Option Selling Shareholders hereby irrevocably waives waives, with respect to the Shares to be sold to the Purchaser hereunder, any right of first refusal, pre-emption or shall procure the waiver of any rights other right which may be or have been conferred on it or any other person under by the articles Articles of association Association of the Company in effect on the date hereof, by any agreement relating to the Ordinary Shares or in any other way to have otherwise. 2.3. To the extent that any of the Sale SharesSelling Shareholders holds Shares as a trustee for others, it shall be the Deferred Shares, responsibility of each such Selling Shareholder to procure all releases and/or waivers from all persons for whom such Selling Shareholder holds such Shares in trust. The Selling Shareholders will deliver at the Residual Shares Closing evidence of such release or the Option Shares offered to it or any other person for purchase at any time on or before the transfer or issue of the Sale Shares, the Deferred Shares, the Residual Shares and the Option Shares pursuant waiver in a form reasonably satisfactory to the provisions of this AgreementPurchaser.

Sale and Purchase of Shares. 2.1 On and subject Subject to the terms of this Agreementagreement, each of the Shareholders Vendor severally shall sell and the Purchaser shall purchase, purchase the entire legal and beneficial ownership in that number of Sale Shares, Residual Shares and Deferred Shares as are shown set opposite its such Vendor’s name in Column column (23) Schedule 1 Part of parts 1, Column (2) Schedule 1 Part , 3 and 4 of schedule 2 and Column (2) Schedule 1 Part 3 respectively, on and with effect from the Completion Date, in each case Completion. 2.2 The Shares shall be sold free from all Encumbrances and together with all rights of any nature that attach or which are now, or may at any time hereafter may become, become attached to them (them, including without limitation the right to receive all dividends and distributions declared, paid or made or paid by the Company on or after Completion)the Completion Date. 2.2 On and subject 2.3 Each Vendor severally: 2.3.1 covenants with the Purchaser that he has the right to transfer or to procure the terms of this Agreement, each transfer of the Option Shareholders shall sell and the Purchaser shall purchase, the entire full legal and beneficial ownership interest in that number his Shares to the Purchaser on the terms set out in this agreement; 2.3.2 waives any right of Option Shares as are shown opposite its name pre-emption or other restriction on transfer in column (2) respect of the Option Schedule Shares or any of them, and agrees to procure on and with effect from Completion, Completion the irrevocable waiver of any such right or restriction conferred on any other person; and 2.3.3 waives any right in each case free from all Encumbrances and together with all rights which are now, or at any time hereafter may become, attached to them (including without limitation the right to receive all dividends and distributions declared, made or paid on or after Completion). 2.3 In relation to the Sale Shares owned by Fonterona Holdings SA, the Founders shall procure the sale of, and the Purchaser shall purchase the entire legal and beneficial ownership of such Shares, on and with effect from Completion, free from all Encumbrances and together with all rights which are now, or at any time hereafter may become, attached to them (including without limitation the right to receive all dividends and distributions declared, made or paid on or after Completion. 2.4 Each of the Shareholders and each of the Option Shareholders hereby irrevocably waives or shall procure the waiver of any rights which may be or have been conferred on it or any other person under of them as set out in the articles of association of the Company or in otherwise (including without limitation, article 9) and agrees to procure on Completion the irrevocable waiver of any such right or restriction conferred on any other way to have any person. 2.4 Each of the Sale SharesVendors hereby severally warrants to and covenants with the Purchaser that neither he nor any person connected with him, has any right (whether contingent or otherwise) to require the Deferred SharesCompany to allot or grant rights to subscribe for any shares in the capital of the Company, (including the Residual Shares or grant of any options, save for the Option Shares offered to it the Optionholders), or to convert any other person for purchase at any time on or before existing securities into shares in the transfer capital of the Company or issue securities that have rights to convert into shares in the capital of the Sale Shares, Company. Each of the Deferred Shares, Vendors further hereby irrevocably and unconditionally waives any such rights or claims to be entitled to any of such things. 2.5 Part 1 of the Residual Shares and the Option Shares pursuant Law of Property (Miscellaneous Provisions) Xxx 0000 shall not apply to the provisions sale and purchase of this Agreementthe Shares.

Sale and Purchase of Shares. 2.1 On (a) The Company shall adopt and subject file with the Secretary of State of the State of Delaware on or before the Closing Date, the Certificate of Designations, in the form of Exhibit B attached to this Agreement (the “Certificate of Designations”). (b) Subject to the terms and conditions of this Agreement, the Company hereby agrees to issue and sell to the Purchasers, and the Purchasers hereby agree, severally and not jointly, to purchase at the Closing, the number of Units set forth opposite such Purchaser’s name on Exhibit A, at a price of $1,000 per Unit (the “Purchase Price”), free and clear of all Encumbrances. The shares of Series B Preferred Stock issued to the Purchasers pursuant to this Agreement shall be referred to in this Agreement as the “Shares.” (c) By executing and delivering this Agreement, the Company and each holder of a convertible promissory note (each, a “Note”) being converted into Securities pursuant to this Agreement (each, a “Noteholder”), agree that (i) all of the Notes held by such Noteholder, including all principal and interest thereon, shall convert at the Closing into the number and type of Shares indicated on Exhibit A hereto, (ii) interest on the Notes shall cease accruing as of the date hereof and (iii) the Shares set forth opposite each Noteholder’s name on Exhibit A are issued in full discharge and satisfaction of all principal and accrued interest of each Note held by such Noteholder, whether evidenced orally or in writing, and each such Note shall be deemed fully paid and is hereby terminated, cancelled and of no further force or effect. Other than the right of any Noteholder to receive the Shares and Warrants set forth opposite such Noteholder’s name on Exhibit A and to receive the rights provided for in the Certificate of Incorporation, as amended by the Certificate of Designations, as a holder of Shares, each Noteholder hereby waives any and all demands, claims, suits, actions, causes of actions, proceedings, assessments and rights in respect of each of the Shareholders shall sell and Notes. Each Noteholder agrees to deliver the Purchaser shall purchase, the entire legal and beneficial ownership original Notes (if not already in that number of Sale Shares, Residual Shares and Deferred Shares as are shown opposite its name in Column (2) Schedule 1 Part 1, Column (2) Schedule 1 Part 2 and Column (2) Schedule 1 Part 3 respectively, on and with effect from the Completion Date, in each case free from all Encumbrances and together with all rights which are now, or at any time hereafter may become, attached to them (including without limitation the right to receive all dividends and distributions declared, made or paid on or after Completion). 2.2 On and subject to the terms of this Agreement, each of the Option Shareholders shall sell and the Purchaser shall purchase, the entire legal and beneficial ownership in that number of Option Shares as are shown opposite its name in column (2) of the Option Schedule on and with effect from Completion, in each case free from all Encumbrances and together with all rights which are now, or at any time hereafter may become, attached to them (including without limitation the right to receive all dividends and distributions declared, made or paid on or after Completion). 2.3 In relation to the Sale Shares owned by Fonterona Holdings SA, the Founders shall procure the sale of, and the Purchaser shall purchase the entire legal and beneficial ownership of such Shares, on and with effect from Completion, free from all Encumbrances and together with all rights which are now, or at any time hereafter may become, attached to them (including without limitation the right to receive all dividends and distributions declared, made or paid on or after Completion. 2.4 Each of the Shareholders and each of the Option Shareholders hereby irrevocably waives or shall procure the waiver of any rights which may be or have been conferred on it or any other person under the articles of association possession of the Company or its counsel) to the Company for cancellation at or as soon as practicable following the Closing, or shall deliver to the Company a lost note affidavit and indemnity agreement therefor in form and substance reasonably acceptable to the Company (a “Lost Note Agreement”). Until such time as a Noteholder has delivered its original Note or a Lost Note Agreement therefor to the Company for cancellation, such Noteholder and its assigns shall at all times indemnify and hold harmless the Company, its directors, officers, employees, or agents and any other way to have person acting on behalf of or at the request of the Company, together with any successors and assigns of the foregoing, from and against any and all claims, actions, and suits, whether groundless or otherwise, and from and against any and all losses, damages, judgments, costs, counsel fees, expenses, and liabilities whatsoever, which any of the Sale Shares, the Deferred Shares, the Residual Shares or the Option Shares offered to it or any other person for purchase at such indemnitees any time on shall or before the transfer may sustain or issue incur (A) by reason of the Sale Sharesany claim which may be made in respect of such original Note and (B) by reason of payment for or transfer, the Deferred Sharesexchange, the Residual Shares and the Option Shares pursuant to the provisions or delivery of this Agreementsuch Note.

Sale and Purchase of Shares. 2.1 On and subject to the terms of this Agreement, each Each of the Shareholders Vendors shall sell or procure the sale of with full title guarantee those Shares set opposite his name in column (2) of part 1 or column (2) of part 2 of schedule 1 (as the case may be) and the Purchaser shall purchase, purchase the entire legal and beneficial ownership in that number of Sale Shares, Residual Shares and Deferred Shares as are shown opposite its name in Column (2) Schedule 1 Part 1, Column (2) Schedule 1 Part 2 and Column (2) Schedule 1 Part 3 respectively, on and with effect from the Completion Date, in each case free from all Encumbrances and together with all rights of any nature which are now, now or which may at any time hereafter may become, become attached to them (or accrue in respect of them including without limitation the right to receive all dividends and distributions declared, declared paid or made or paid on or in respect of them after Completion). 2.2 On and subject to the terms of this Agreement, each of the Option Shareholders shall sell The HHL Vendor covenants that: 2.2.1 it has full power and the Purchaser shall purchase, right to transfer the entire legal and beneficial ownership title in that number of Option the Shares as are shown set opposite its name in column (2) of part 2 of Schedule 1; 2.2.2 the Option Schedule HHL Shares shall on and with effect from Completion, in each case Completion be free from all Encumbrances and together with from all other rights which are now, or exercisable by third parties; and 2.2.3 it will at any time hereafter may become, attached to them (including without limitation the right to receive all dividends Completion execute at its own cost and distributions declared, made or paid on or after Completion). 2.3 In relation to the Sale Shares owned by Fonterona Holdings SA, the Founders shall procure the sale of, and expense such documents as the Purchaser shall purchase considers necessary to transfer the entire legal and beneficial ownership in the HHL Shares to the Purchaser and secure to the Purchaser the rights attaching to the HHL Shares. 2.3 Each of such Shares, the Holding Vendors severally covenants that: 2.3.1 he has full power and the right to transfer the legal title in the Holdings Shares set out opposite his name in column (2) of part 1 of schedule 1 free from the interests of the beneficiaries under any trust; 2.3.2 the Holdings Shares set out opposite his name in column (2) of part 1 of schedule 1 shall on and with effect from Completion, Completion be free from all Encumbrances and together with from all other rights which are now, or exercisable by third parties; and 2.3.3 he will at any time hereafter may become, attached Completion execute at his own cost and expense such documents as the Purchaser considers necessary to them transfer the legal and beneficial ownership in the Holdings Shares set out opposite his name in column (including without limitation 2) of part 1 of schedule 1 to the right Purchaser and secure to receive all dividends and distributions declared, made or paid on or after Completionthe Purchaser the rights attaching the Holdings Shares set out opposite his name in column (2) of part 1 of schedule 1 . 2.4 Each of the Shareholders and each Holdings Vendors hereby waives any right of pre-emption or other restriction on transfer in respect of the Option Shareholders hereby irrevocably waives Holdings Shares or shall procure the waiver any of any rights which may be or have been them conferred on it or any other person him under the articles of association of Holdings or otherwise and agrees to procure before Completion the Company irrevocable waiver of any such right or in restriction conferred on any other way to have person. 2.5 The HHL Vendor shall (and the Holdings Vendors shall procure that Holdings shall) irrevocably waive any right of pre-emption or other restriction on transfer in respect of the HHL Shares or any of the Sale Shares, the Deferred Shares, the Residual Shares them conferred on Holdings or the Option Shares offered HHL Vendor (as the case may be) under the articles of association of HHL or otherwise and the HHL Vendor and the Holdings Vendors agree to it procure before Completion the irrevocable waiver of any such right or restriction conferred on any other person for purchase at any time on or before the transfer or issue of the Sale Shares, the Deferred Shares, the Residual Shares and the Option Shares pursuant to the provisions of this Agreementperson.

Sale and Purchase of Shares. 2.1 On and subject Subject to the terms of this Agreementagreement, with effect from Completion each of the Shareholders Vendor severally shall sell and the Purchaser shall purchase, purchase the entire legal and beneficial ownership in that number of Sale Shares, Residual Shares and Deferred Shares as are shown set opposite its such Vendor's name in Column column (3) of part 1 of schedule 2) Schedule 1 Part 1, Column (2) Schedule 1 Part 2 . 2.2 The Sale Shares shall be sold with full title guarantee and Column (2) Schedule 1 Part 3 respectively, on and with effect from the Completion Date, in each case free from all Encumbrances and together with all rights of any nature that attach or which are now, or may at any time hereafter may become, become attached to them (them, including without limitation the right to receive all dividends and distributions declared, paid or made or paid by the Company in respect of the Sale Shares on or after Completion)the Completion Date. 2.2 On 2.3 The Vendors undertake to procure the execution by or on behalf of each Optionholder of his Exercise Documents relating to his Options, a Nominee Direction directing the Grantor to transfer the legal title to his Option Shares to the Purchaser and subject an Optionholder Sale Agreement transferring to the Purchaser the beneficial interest in such shares on the terms set out therein. 2.4 Each Vendor severally: 2.4.1 covenants with the Purchaser that he has the right to transfer or to procure the transfer of the full legal and beneficial interest in his Sale Shares to the Purchaser on the terms set out in this agreement; 2.4.2 covenants with the Purchaser that he has the right to transfer or to procure the transfer of the full legal and beneficial interest in the Option Shares set opposite his name in part 2 of schedule 2 on the terms of this Agreement, each agreement; 2.4.3 covenants with the Purchaser that he shall do everything required by the Purchaser from time to time in order to vest: 2.4.3.1 any of his Sale Shares in the Purchaser (at his own expense); and 2.4.3.2 any of the Option Shareholders shall sell and Shares set opposite his name in part 2 of schedule 2 in the Purchaser shall purchase, (at the entire legal and beneficial ownership Company's expense); 2.4.4 waives any right of pre‑emption or other restriction on transfer in that number of Option Shares as are shown opposite its name in column (2) respect of the Option Schedule on and with effect from Completion, in each case free from all Encumbrances and together with all rights which are now, or at any time hereafter may become, attached transfer to them (including without limitation the right to receive all dividends and distributions declared, made or paid on or after Completion). 2.3 In relation to Purchaser of the Sale Shares owned by Fonterona Holdings SA, the Founders shall procure the sale ofor any of them, and agrees to procure on Completion the Purchaser shall purchase the entire legal and beneficial ownership of such Shares, on and with effect from Completion, free from all Encumbrances and together with all rights which are now, or at any time hereafter may become, attached to them (including without limitation the right to receive all dividends and distributions declared, made or paid on or after Completion. 2.4 Each of the Shareholders and each of the Option Shareholders hereby irrevocably waives or shall procure the irrevocable waiver of any rights which may be such right or have been restriction conferred on it or any other person under the articles of association person. 2.5 Part 1 of the Company or in any other way Law of Property (Miscellaneous Provisions) Xxx 0000 shall not apply to have any the sale and purchase of the Sale Shares, the Deferred Shares, the Residual Shares or the Option Shares offered to it or any other person for purchase at any time on or before the transfer or issue of the Sale Shares, the Deferred Shares, the Residual Shares and the Option Shares pursuant to the provisions of this Agreement.

Sale and Purchase of Shares. 2.1 On and subject 2.1. Subject to the terms and conditions of this Agreement, each of (i) the Selling Shareholders shall agree to sell and the Purchaser shall purchase, the entire legal and beneficial ownership in that number of Sale Shares, Residual Shares and Deferred Shares as are shown opposite its name in Column (2) Schedule 1 Part 1, Column (2) Schedule 1 Part 2 and Column (2) Schedule 1 Part 3 respectively, on and with effect from the Completion Date, in each case free from all Encumbrances and together with all rights which are now, or at any time hereafter may become, attached to them (including without limitation the right to receive all dividends and distributions declared, made or paid on or after Completion). 2.2 On and subject to the terms of this Agreement, each of the Option Shareholders shall sell and the Purchaser shall purchase, the entire legal and beneficial ownership in that number of Option Shares as are shown opposite its name in column (2) of the Option Schedule on and with effect from Completion, in each case free from all Encumbrances and together with all rights which are now, or at any time hereafter may become, attached to them (including without limitation the right to receive all dividends and distributions declared, made or paid on or after Completion). 2.3 In relation to the Sale Shares owned by Fonterona Holdings SA, the Founders shall procure the sale ofPurchaser, and the Purchaser agrees to purchase from the Selling Shareholders, the Selling Shareholders' Shares and (ii) the Company agrees to sell to the Purchaser, and the Purchaser agrees to purchasers agree to purchase from the Company, the Company's Shares having the rights, preferences, privileges and restrictions set forth in the form of amended Articles of Association of the Company (the "New Articles") to be adopted immediately prior to the closing of the IPO; provided, that, notwithstanding anything herein to the contrary, the Sellers shall not be obligated to sell the Shares to the Purchaser unless the Purchaser purchases all 1,000,000 Shares. The purchase and sale of the entire legal Shares is intended to be a private placement and beneficial ownership not a public offering or part of such Shares, on a public offering. The Selling Shareholders and with effect from Completion, free from all Encumbrances and together with all rights which are now, or at any time hereafter may become, the number of Shares sold is detailed in Schedule 2.1 attached to them (including without limitation the right to receive all dividends and distributions declared, made or paid on or after Completionhereto. 2.4 2.2. Each of the Shareholders and each of the Option Selling Shareholders hereby irrevocably waives waives, with respect to the Shares to be sold to the Purchaser hereunder, any right of first refusal, pre-emption or shall procure the waiver of any rights other right which may be or have been conferred on it or any other person under by the articles Articles of association Association of the Company in effect on the date hereof or by any agreement relating to the Ordinary Shares. 2.3. The Selling Shareholders agree to assign to the Purchaser all registration rights, including piggyback rights, if any, which were attached to the Shares sold by them, prior to the Effective Date. 2.4. The Purchaser respective Shares as noted above may change in the event any other way to have Korean law governing the transaction under this Agreement dictates so, provided that the aggregate number of Shares purchased by the Purchaser is 1,000,000 Shares. To the extent that any of the Sale SharesSelling Shareholder holds Shares as a trustee for others, it shall be the Deferred Shares, responsibility each such Selling Shareholder to procure all releases and/or waivers from all persons for whom such Selling Shareholder hold such Shares in trust. The Selling Shareholders will deliver at the Residual Shares Closing evidence of such release or the Option Shares offered to it or any other person for purchase at any time on or before the transfer or issue of the Sale Shares, the Deferred Shares, the Residual Shares and the Option Shares pursuant waiver in a form reasonably satisfactory to the provisions of this AgreementPurchaser.

Sale and Purchase of Shares. 2.1 On and subject 2.1. Subject to the terms and conditions of this Agreement, each (i) the Selling Shareholders agree to sell to the Purchaser, and the Purchaser agrees, upon the basis of the Shareholders representations and warranties contained herein, to purchase from the Selling Shareholders, the Selling Shareholders' Shares free and clear of any pledges, encumbrances, attachments or any other third party rights of any nature whatsoever; and (ii) the Company agrees to sell to the Purchaser, and the Purchaser agrees, upon the basis of the representations and warranties contained herein, to purchase from the Company, the Company's Shares free and clear of any pledges, encumbrances, attachments or any other third party rights of any nature whatsoever; all of the Shares having all of the rights, preferences, privileges and restrictions set forth in the form of amended Articles of Association of the Company (the "New Articles") to be adopted immediately prior to the closing of the IPO; provided, that, notwithstanding anything herein to the contrary, the Sellers shall not be obligated to sell the Shares to the Purchaser unless the Purchaser purchases all 1,625,228 Shares and the Purchaser shall purchase, not be obligated to buy the entire legal and beneficial ownership in that number of Sale Shares, Residual Shares and Deferred Shares as are shown opposite its name in Column (2) Schedule 1 Part 1, Column (2) Schedule 1 Part 2 and Column (2) Schedule 1 Part 3 respectively, on and with effect from the Completion Date, in each case free from Sellers unless the Sellers sell all Encumbrances 1,625,228 Shares. The Purchase and together with all rights which are now, sale of the Shares is intended to be a private placement and not a public offering or at any time hereafter may become, attached to them (including without limitation the right to receive all dividends and distributions declared, made or paid on or after Completion)part of a public offering. 2.2 On and subject to the terms of this Agreement, each of the Option Shareholders shall sell and the Purchaser shall purchase, the entire legal and beneficial ownership in that number of Option Shares as are shown opposite its name in column (2) of the Option Schedule on and with effect from Completion, in each case free from all Encumbrances and together with all rights which are now, or at any time hereafter may become, attached to them (including without limitation the right to receive all dividends and distributions declared, made or paid on or after Completion). 2.3 In relation to the Sale Shares owned by Fonterona Holdings SA, the Founders shall procure the sale of, and the Purchaser shall purchase the entire legal and beneficial ownership of such Shares, on and with effect from Completion, free from all Encumbrances and together with all rights which are now, or at any time hereafter may become, attached to them (including without limitation the right to receive all dividends and distributions declared, made or paid on or after Completion. 2.4 2.2. Each of the Shareholders and each of the Option Selling Shareholders hereby irrevocably waives waives, with respect to the Shares to be sold to the Purchaser hereunder, any right of first refusal, pre-emption or shall procure the waiver of any rights other right which may be or have been conferred on it or any other person under by the articles Articles of association Association of the Company in effect on the date hereof, by any agreement relating to the Ordinary Shares or in any other way to have otherwise. 2.3. To the extent that any of the Sale SharesSelling Shareholders holds Shares as a trustee for others, it shall be the Deferred Shares, responsibility of each such Selling Shareholder to procure all releases and/or waivers from all persons for whom such Selling Shareholder holds such Shares in trust. The Selling Shareholders will deliver at the Residual Shares Closing evidence of such release or the Option Shares offered to it or any other person for purchase at any time on or before the transfer or issue of the Sale Shares, the Deferred Shares, the Residual Shares and the Option Shares pursuant waiver in a form reasonably satisfactory to the provisions of this AgreementPurchaser.