Common use of Seller’s Obligations Clause in Contracts

Seller’s Obligations. 1.1 On Closing, the Sellers shall deliver, procure the delivery of, or make available to the Purchaser, the following documents: 1.1.1 duly executed, registrable, undated and unstamped share transfer forms of all of the Sale Shares in favour of the Purchaser; 1.1.2 if applicable, the relevant original share certificates with respect to the Sale Shares; 1.1.3 a certified true copy or extract of the resolution passed by the board of directors of the Company: (i) approving the transfer of the Sale Shares from the Sellers to the Purchaser, subject only to the stamping of the instruments of transfer; (ii) approving the entry of the name of the Purchaser into the register of members of the Company as the registered holder of the Sale Shares, subject only to stamp duty on the transfer of the Sale Shares being duly paid, and the making of such other entries into other corporate records of the Company as may be necessary; and (iii) if applicable, authorising the issuance of new share certificates in respect of the Sale Shares in favour of the Purchaser and the cancellation of the existing share certificates in respect of the Sale Shares registered under the name of the Sellers; 1.1.4 any waiver, consent or other documents as may be required to give to the Purchaser good title to the Sale Shares and to enable the Purchaser to become the registered holder of the Sale Shares; 1.1.5 (if the Purchaser so requires) the letter of resignation of each of the existing directors of the Company as a director of the Company, resigning from his office as a director of the Company and acknowledging and agreeing that he has no claims whatsoever against the Company (whether for compensation for loss of office or otherwise), with effect from the Closing Date; 1.1.6 (if the Purchaser so requires) the letter of resignation of the company secretary of the Company to take effect on the Closing Date with acknowledgement signed by him in a form satisfactory to the Purchaser to the effect that he has no claims against the Company; 1.1.7 the certificates of incorporation, corporate seals (if any), cheque books, statutory and other books of the Company (duly written up-to-date) which are kept at the business/registered office of the Company; 1.1.8 all the financial and accounting books and records of the Company or upon Company’s confirmation that such records are in its possession, a list setting out the address at which all such records of the Company are kept and the name of the persons in charge of such documents and their contact details, as the Purchaser shall elect;

Seller’s Obligations. 1.1 On Closing, A. At Completion the Sellers Seller shall deliver, deliver (or procure the delivery of, or make available to be delivered) to the Purchaser, Purchaser (where appropriate as agent for the following documents:Company): 1.1.1 5.3.1 a duly executed, registrable, undated and unstamped share executed transfer forms of all of the Sale Shares in favour of the Purchaser; 1.1.2 if applicable, the relevant original share certificates with respect to the Sale Shares; 1.1.3 5.3.2 a certified true copy or extract of the resolution passed Board Resolution or Minutes (certified by an officer as true and correct) authorising the execution by the board Seller of directors this Agreement and the performance of its obligations hereunder; 5.3.3 the Accounts and the Management Accounts; 5.3.4 a complete list of all creditors, debts, obligations and liabilities (including accrued debts, obligations and liabilities) detailing amounts due and terms of payment (the “Assumed Debts”) (which for the avoidance of doubts shall exclude any invoices from the Seller other than those payable under Clause 5.4.4); 5.3.5 letters of resignation in the agreed form from such of the Company: (i) approving directors and the transfer of the Sale Shares from the Sellers to the Purchaser, subject only to the stamping of the instruments of transfer; (ii) approving the entry of the name of the Purchaser into the register of members secretaries of the Company as the registered holder Purchaser shall direct; 5.3.6 all charge, credit or cash cards for the use of any of the Sale Shares, subject only to stamp duty on the transfer of the Sale Shares being duly paid, and the making of such other entries into other corporate records of the Company as may be necessary; and (iii) if applicable, authorising the issuance of new share certificates resigning directors issued in respect of the Sale Shares in favour of the Purchaser and the cancellation of the existing share certificates in respect of the Sale Shares registered under the name of the Sellers; 1.1.4 any waiverof, consent or other documents as may be required to give to the Purchaser good title to the Sale Shares and to enable the Purchaser to become the registered holder of the Sale Shares; 1.1.5 (if the Purchaser so requires) the letter of resignation of each of the existing directors of the Company as a director of the Company, resigning from his office as a director of the Company and acknowledging and agreeing that he has no claims whatsoever against the Company (whether for compensation for loss of office or otherwise), with effect from the Closing Date; 1.1.6 (if the Purchaser so requires) the letter of resignation of the company secretary of the Company to take effect on the Closing Date with acknowledgement signed guaranteed by him in a form satisfactory to the Purchaser to the effect that he has no claims against the Company; 1.1.7 5.3.7 the certificates Disclosure Letter 5.3.8 an executed deed of incorporation, corporate seals Novation between Chroma Therapeutics Limited (if any1), cheque booksthe Seller (2), statutory and other books of the Company (duly written up-to-date3), and the Purchaser (4) which are kept at agreeing to novate the business/registered office existing licence between Chroma Therapeutics Limited and the Seller directly to the Purchaser ; 5.3.9 a Consultancy Agreement entered into by the Seller and the Purchaser; and 5.3.10 a letter of comfort from the NOMAD of the Company;Seller. 1.1.8 all B. Except as otherwise provided in Clause 5.4.3, the financial Seller shall retain responsibility for, and accounting books and records indemnify the Company against, any claim for payment of the Company Assumed Debts listed in accordance with Clause 5.3.4. C. The Purchaser may deduct any Assumed Debts not settled, cancelled or upon Company’s confirmation that such records are cleared within 80 days after the date of Completion (except as provided in its possession, a list setting out Clause 5.4.3) from the address at which all such records next tranche of the Company are kept and the name of the persons in charge of such documents and their contact details, as the Purchaser shall elect;Consideration payable under Clause 4.1.

Seller’s Obligations. 1.1 On Closing, Closing the Sellers shall deliver, procure the delivery of, or make available will: (a) deliver to the Purchaser, the following documents: 1.1.1 duly executed, registrable, undated and unstamped share transfer forms Buyer transfers of all of the Sale Shares Shares, in the form of Transfer Agreements, duly executed by the registered holders thereof in favour of the PurchaserBuyer or its Nominee(s); 1.1.2 if applicable(b) deliver to the Buyer a certified copy of the Tax Declaration duly filed with the competent Tax authority, together with a receipt of payment of the relevant original respective Tax due thereunder; (c) deliver to the Buyer the originals of the share certificates with in respect of all of the Shares, duly endorsed in the name of the Buyer (or its Nominee(s)) or an indemnity in lieu thereof in a form acceptable to the Sale SharesBuyer; 1.1.3 a certified true copy or extract of (d) deliver to the resolution passed by Buyer the board of directors of Registry and insert into the Company: (i) approving Registry, and sign, an annotation evidencing the transfer of the Sale Shares from the Sellers to the Purchaser, subject only to the stamping of the instruments of transfer; (ii) approving the entry of Buyer and the name of the Purchaser into the register of members of the Company Buyer as the registered holder of the Sale Shares, subject only to stamp duty on Shares as required under the transfer laws of Cyprus; (e) procure that the Directors (other than the Continuing Directors) of each member of the Sale Shares being duly paid, Group retire from all their offices and the making of such other entries into other corporate records employments with any member of the Company Group, each delivering to the Buyer a letter of resignation in the Agreed Form made out in favour of the relevant members of the Group acknowledging that he has no claim outstanding for compensation or otherwise; (f) deliver to the Buyer the Tax Deed duly executed by the Sellers; (g) deliver to the Buyer the Escrow Agreement duly signed by the Sellers’ Representative; (h) deliver to the Buyer the Disclosure Letter duly signed by the Sellers or on their behalf by the Sellers’ Representative; (i) deliver to the Buyer as may be necessary; andagent for the relevant member of the Group: (i) in the case of the Company, its statutory and other books (duly written up to date) and its certificate(s) of incorporation; (ii) in the case of Specifar and Alet, the shareholders’ register of each of them (duly written up to date) and their certificates of incorporation; (iii) if applicable, authorising the issuance of new share certificates in respect of the Sale Shares entire issued share capital of Specifar in favour the name of the Purchaser Company; (iv) service agreements, in the Agreed Form, between each of Xxxxxxxx Xxxxxxxxxxxx, Xxxxxx Xxxxxxxxxxxx, Xxxxxx Xxxxxxxxxxxx, Xxxxxx Xxxxxxxx and Specifar, each executed by the cancellation employee named therein; (v) minutes of board meetings of the Group to be held at which there shall be (as applicable): (A) passed a resolution to approve, in the case of the Company, the transfers of the Shares to the Buyer (or its Nominee) and to register, in the register of members, the Buyer (or its Nominee) as the legal owner of the Shares; (B) appointed as directors such persons as the Buyer may nominate such appointments to take effect at the close of the meeting; (C) tendered and accepted the resignations and acknowledgements of the Directors referred to in Clause 3.2(e) each such acceptance to take effect at the close of the meeting; (D) revoked all existing authorities to banks and new authorities shall be given to such banks and on such terms as the Buyer may direct; and (E) in the case of Specifar approved and entered into the service agreements, referred to in Clause 3.2(i)(iv). (j) deliver to the Buyer, in connection with the acquisition by Specifar, prior to the Closing Date, of the entire issued share capital of Alet (the “Alet Shares”): (i) certificates in respect of the Sale Shares registered under entire issued share capital of Alet in the name of the SellersSpecifar; 1.1.4 any waiver(ii) copies of the agreements transferring the Alet Shares, consent or other documents as may be duly executed by the former registered holders thereof, in favour of Specifar, and duly stamped by the competent Tax authority confirming that all Tax due from the sellers of the Alet Shares have been paid; (iii) certified copies of the tax declarations required to give to be signed by the Purchaser good title to sellers of the Sale Alet Shares and filed with the Tax Office in accordance with article 13 of Greek tax law 2238/1994, as in force from time to enable the Purchaser to become the registered holder time; and (iv) copies of the Sale resolution(s) approving the transfers of the Alet Shares to Specifar and the registration, in the register of members, of Specifar as the legal owner of the Alet Shares; 1.1.5 (k) procure the discharge of all guarantees and like obligations given by any member of the Group in respect of the obligations of any other person (other than another member of the Group), such discharge to be given in Agreed Form; (l) pay, or procure the payment, to the Company on behalf of the relevant member of the Group the aggregate of all amounts owed as at Closing by any Seller or any member of the Sellers’ Group, to any member of the Group, together with all accrued interest, if any, which shall be treated as discharged to the Purchaser so requiresextent of that payment; (m) deliver to the letter Buyer a deed of resignation release from each Seller and each member of the Sellers’ Group in the Agreed Form in respect of all and any liabilities, obligations and claims whatsoever whether actual or contingent which may be due or owing to them by any member of the Group; (n) in relation to each member of the Group, deliver to the Buyer: (i) statements from each bank at which any of them has an account, giving the balance of each account at the close of business on the existing directors of the Company as a director of the Company, resigning from his office as a director of the Company and acknowledging and agreeing that he has no claims whatsoever against the Company (whether for compensation for loss of office or otherwise), with effect from the Closing Datelast Business Day before Closing; 1.1.6 (if ii) all cheque books in current use and written confirmation that no cheques have been written since those statements were prepared; (iii) details of their cashbook balances; and (iv) reconciliation statements reconciling the Purchaser so requirescash book balances and the cheque books with the bank statements delivered; and (o) the letter of resignation of the company secretary of the Company to take effect on the Closing Date with acknowledgement signed by him in a form satisfactory deliver to the Purchaser Buyer the original of any power of attorney in Agreed Form under which any document to be delivered to the effect that he Buyer under this Clause 3.2 has no claims against the Company; 1.1.7 the certificates of incorporation, corporate seals (if any), cheque books, statutory and other books of the Company (duly written up-to-date) which are kept at the business/registered office of the Company; 1.1.8 all the financial and accounting books and records of the Company or upon Company’s confirmation that such records are in its possession, a list setting out the address at which all such records of the Company are kept and the name of the persons in charge of such documents and their contact details, as the Purchaser shall elect;been executed.

Seller’s Obligations. 1.1 On Closing, At Completion each of the Sellers shall deliver, procure the delivery of, or make available deliver to the Purchaser, the following documentsBuyer: 1.1.1 the share certificate(s), if any, for the Shares held by such Seller (which share certificates for US Sub shall be duly executed, registrable, undated and unstamped share endorsed for transfer forms of all to the Buyer) along with resolutions of the Sale Shares Sellers and all other documents in favour respect of the Purchasertransfer of the Luxembourg Sub Shares to the Buyer as required under Luxembourg law; 1.1.2 if applicable, as evidence of the relevant original share certificates authority of each person executing a document referred to in this Schedule 3 on behalf of any Seller’s Group Undertaking: (a) with respect to the Sale Shares; 1.1.3 such Seller’s Group Undertaking, a certified true copy or extract of the resolution passed minutes of a duly held meeting of the directors of such Seller’s Group Undertaking (or a duly constituted committee thereof) authorising the execution by such Seller’s Group Undertaking of the document and, where such execution is authorised by a committee of the board of directors of such Seller’s Group Undertaking, a copy of the Company:minutes of a duly held meeting of the directors constituting such committee or the relevant extract thereof; or (i) approving the transfer of the Sale Shares from the Sellers to the Purchaser, subject only to the stamping of the instruments of transfer; (ii) approving the entry of the name of the Purchaser into the register of members of the Company as the registered holder of the Sale Shares, subject only to stamp duty on the transfer of the Sale Shares being duly paid, and the making of such other entries into other corporate records of the Company as may be necessary; and (iiib) if applicable, authorising the issuance of new share certificates in respect a copy of the Sale Shares power of attorney conferring the authority, in favour each case certified to be a true copy by a director or officer of the Purchaser and relevant Seller’s Group Undertaking; 1.1.3 the cancellation of the existing share certificates in respect of the Sale Shares registered under the name of the Sellerscommon seal (if any) for each Group Company; 1.1.4 any waivershare certificates, consent or other documents as may be required to give to if any, for all issued shares in the Purchaser good title to the Sale Shares and to enable the Purchaser to become the registered holder capital of the Sale Shareseach Subsidiary Undertaking; 1.1.5 (if the Purchaser so requires) the a copy of a letter of resignation of to each of the existing directors of the Group Company as a director of the Company, from its auditors resigning from his such auditor’s office as a director of the Company and acknowledging and agreeing that he has no claims whatsoever against the Company (whether for compensation for loss of office or otherwise), with effect from the Closing DateCompletion; 1.1.6 (resignations in the agreed form from each director and secretary, if the Purchaser so requires) the letter any, of resignation of the company secretary of the each Group Company expressed to take effect on from the Closing Date with acknowledgement signed by him in a form satisfactory end of the meetings held pursuant to the Purchaser to the effect that he has no claims against the Companyparagraph 1.2; 1.1.7 the certificates of incorporation, corporate seals (if any), cheque books, statutory Transitional Services Agreement duly executed by Parent and other books of the Company (duly written up-to-date) which are kept at the business/registered office of the Company; 1.1.8 all the financial and accounting books and records Shareholders Agreement duly executed by Parent; 1.1.9 a certificate (the “Sellers’ Completion Certificate”), duly executed on behalf of the Company or upon Company’s confirmation Sellers by an executive officer of Parent, in which such executive officer certifies that such records are the conditions set out in its possessionparagraphs 2 and 3 of Schedule 2 have been satisfied; 1.1.10 with respect to US Sub, a list setting out certificate pursuant to U.S. Treasury Regulation Section 1.1145-2(b)(2)(iv) that Parent is not a foreign corporation, foreign partnership, foreign trust or foreign estate; 1.1.11 an Office Transition Agreement in the address form attached as Annex I to the Agreement (the “Office Transition Agreement”), duly executed by Parent and the Company; 1.1.12 a Cross-License Agreement in the form attached as Annex J to the Agreement (the “Cross-License Agreement”), duly executed by Parent and the Company; 1.1.13 the PayPal Agreement duly executed by Skype Communications S.a.r.l. and PayPal (Europe) S.a.r.l. & Cie, SCA; and 1.1.14 the Tax Cooperation Agreement duly executed by Parent. 1.2 To the extent necessary under applicable law for the actions contemplated by paragraphs 1.2.1 or 1.2.2 of this Schedule 3 to be effective, at Completion a meeting of the board of directors of each Group Company is held at which all such records the directors: 1.2.1 appoint persons nominated by the Buyer as directors, secretary and auditors of any Group Company with effect from the end of the Company are kept meeting; and 1.2.2 accept the resignations of each director and secretary so as to take effect from the name end of the persons in charge of such documents meeting and their contact details, as the Purchaser shall elect;give them valid discharge.

Seller’s Obligations. 1.1 On Closing1.1. At Completion, each Seller shall deliver the following documents or items to the Buyer or at the Buyer’s direction: 1.1.1. duly executed transfer(s) in respect of that Seller’s Relevant Shares to the Buyer or its nominee(s) and the share certificate(s) for such Relevant Shares; 1.1.2. duly executed powers of attorney or other authorities in the agreed form under which this Agreement, the other Transactional Documents and the transfers referred to in paragraph 1.1.1 of this Schedule 3 have been or are to be executed by such Seller; and 1.1.3. (if the Buyer so requires) an irrevocable power of attorney in the agreed form duly executed by such Seller and any other registered owner of such Seller’s Relevant Shares in favour of the Buyer or its nominee(s) generally in respect of the Relevant Shares. 1.2. At Completion the Sellers shall deliver, procure the delivery of, or make available to the Purchaser, the following documentsBuyer: 1.1.1 duly executed1.2.1. each register, registrable, undated minute book and unstamped share transfer forms other book required by law to be kept by the Company made up to the Completion Date and each certificate of all incorporation and certificate(s) of incorporation on change of name for the Company; 1.2.2. (if the Buyer so requires) resignations in the agreed form from each director and secretary of the Sale Shares in favour Company expressed to take effect from the end of the Purchasermeeting held pursuant to paragraph 1.3; 1.1.2 if applicable, 1.2.3. the relevant original share certificates with respect to the Sale SharesManagement Accounts; 1.1.3 1.2.4. a certified true copy or extract of each bank mandate of the resolution passed Company and copies of statements of each bank account of the Company made up to a date not earlier than two (2) Business Days before the Completion Date; 1.2.5. a counterpart of the Escrow Agreement duly executed by the Sellers’ Representative; and 1.2.6. the Disclosure Letter signed on behalf of each Warrantor. 1.3. The Sellers shall ensure that at Completion a meeting of the board of directors of the CompanyCompany is held at which the directors: (i) approving the transfer 1.3.1. vote in favour of the Sale Shares from the Sellers to the Purchaser, subject only to the stamping registration of the instruments of transfer; (iiBuyer or its nominee(s) approving the entry of the name of the Purchaser into the register of members as member(s) of the Company as the registered holder of the Sale Shares, subject only to stamp duty on the transfer of the Sale Shares being duly paid, and the making of such other entries into other corporate records of the Company as may be necessary; and (iii) if applicable, authorising the issuance of new share certificates in respect of the Sale Shares in favour (subject to the production of properly stamped transfers); and 1.3.2. approve the payment of the Purchaser and the cancellation of the existing share certificates in respect of the Sale Shares registered under the name of the Sellers; 1.1.4 any waiver, consent or other documents as may be required to give to the Purchaser good title to the Sale Shares and to enable the Purchaser to become the registered holder of the Sale Shares; 1.1.5 (if the Purchaser so requires) the letter of resignation of each of the existing directors of the Company as a director of the Company, resigning from his office as a director of the Company and acknowledging and agreeing that he has no claims whatsoever against the Company (whether for compensation for loss of office or otherwise), with effect from the Closing Date; 1.1.6 (if the Purchaser so requires) the letter of resignation of the company secretary of the Company to take effect on the Closing Date with acknowledgement signed by him in a form satisfactory to the Purchaser to the effect that he has no claims against the Company; 1.1.7 the certificates of incorporation, corporate seals (if any), cheque books, statutory and other books of the Company (duly written up-to-date) which are kept at the business/registered office of the Company; 1.1.8 all the financial and accounting books and records of the Company or upon Company’s confirmation that such records are in its possession, a list setting out the address at which all such records of the Company are kept and the name of the persons in charge of such documents and their contact details, as the Purchaser shall elect;Transaction Costs.

Seller’s Obligations. 1.1 On ClosingAt Completion, the Sellers shall deliver, procure the delivery of, or make available Seller must deliver to the Purchaser, the following documentsBuyer: 1.1.1 (a) all of the Assets, title to which passes by delivery, at the places where they are located; (b) assignments of the benefit of all Product Warranties (other than the Key Product Warranties which are the subject to the Condition in item 8 of clause 2.2) to the extent that they are assignable with effect from Completion and copies of the notices of assignment (which the Seller must give on Completion) to the providers of the Product Warranties (in each case in a form agreed by the Buyer who must act reasonably and promptly); (c) duly executedexecuted transfers or assignments of any other Assets that the Buyer reasonably requires to vest the Assets in the Buyer; (d) all documents of title relating to the Assets, registrablewhich may be satisfied by leaving them at the Properties where they are located; (e) duly executed assignments or transfers of the Seller IP (in registrable form if required to record a change of ownership) and Domain Name Licences that the Buyer reasonably requires; (f) subject to clause 5.4(c), undated and unstamped share duly endorsed Certificates of Currency issued in the name of the Buyer providing for the transfer forms to the Buyer of all of the Sale Shares in favour Seller’s rights and benefits under (including the benefit of any claim under) each of the PurchaserTransferring Insurance Policies; 1.1.2 if applicable, (g) the relevant original share certificates with respect to the Sale SharesRecords; 1.1.3 (h) a certified true copy or extract of the resolution passed by Data Room Documentation on a USB; (i) duly executed discharges or releases of all Encumbrances over the board Assets; (j) an itemised list of directors of the Companyall Book Debts in accordance with clause 10.2; (k) original counterparts of: (i) approving a Deed of Novation in respect of each Material Contract duly executed by the transfer of the Sale Shares from the Sellers Seller and relevant contract counterparty to the Purchaser, subject only to relevant Material Contract in the stamping form contemplated in the Condition at item 2 of the instruments of transferclause 2.2; (ii) approving either: (A) Deeds of Assignment in respect of each Property Lease duly executed by the entry Seller and the Landlord in the form contemplated in the Condition at item 3 of clause 2.2; or (B) if the Buyer is able to secure variations to the Property Leases in the manner contemplated in clause 12 prior to Completion, Deeds of Assignment and Variation executed by the Seller and the Landlord in the form contemplated by clause 12; (iii) in respect of each Assumed Contract which is not a Material Contract, subject to clause 11.2, a duly executed deed of assignment of the name Assumed Contract signed by the Seller under which the Seller assigns to the Buyer and the Buyer accepts an assignment from the Seller, of all of the Purchaser into Seller’s Benefits under the register of members of relevant Assumed Contract on and from the Company as Effective Time and otherwise in a form reasonably acceptable to the registered holder of the Sale Shares, subject only to stamp duty on the transfer of the Sale Shares being duly paid, and the making of such other entries into other corporate records of the Company as may be necessaryBuyer; and (iiiiv) if applicable, authorising the issuance of new share certificates in respect of each Assumed Contract which is not a Material Contract and to which clause 11.3 applies: (A) a duly executed Contract Assignment for the Sale Shares relevant Assumed Contract in favour a form reasonably acceptable to the Buyer signed by the Seller; and (B) if the Seller has obtained it by Completion, a duly executed Contract Assignment for the relevant Assumed Contract signed by the counterparty to the Assumed Contract; (l) original counterpart of the Purchaser and WPG Xxxx xxxx executed by Risen Energy Australia in the cancellation form contemplated in the Condition at item 5 of clause 2.2; (m) original counterparts of the existing share certificates in respect deed of novation of the Sale Shares registered under O&M Contract duly executed by the name Seller and Risen Energy Service in the form contemplated in the Condition at item 7 of the Sellersclause 2.2; 1.1.4 any waiver, consent (n) duly executed forms or other documents as may be consents reasonably required to give to by the Purchaser good title to the Sale Shares and Buyer to enable the Purchaser utility services provided to become the registered holder Business at the Properties (including gas, water, electricity, sewerage and telephone, facsimile and other communication services (with the benefit of the Sale Shares; 1.1.5 (if same numbers)) to be transferred to the Purchaser so requires) the letter of resignation of each of the existing directors of the Company as a director of the Company, resigning from his office as a director of the Company and acknowledging and agreeing that he has no claims whatsoever against the Company (whether for compensation for loss of office or otherwise), Buyer with effect from the Closing Completion Date; 1.1.6 (if o) in respect of any Wrong Pocket Asset identified by the Purchaser so requires) the letter of resignation of the company secretary of the Company Buyer or any Seller Group Member prior to take effect on the Closing Date with acknowledgement signed by him Completion, a document or agreement (in a form and substance reasonably satisfactory to the Purchaser Buyer and the relevant Seller Group Member holding the Wrong Pocket Asset) duly executed by the relevant Seller Group Member holding the Wrong Pocket Asset to vest all of such Selling Group Member’s right, title and interest in and to the effect that he has relevant Wrong Pocket Asset in the Buyer at Completion, free and clear of all Encumbrances and Claims and for no claims against the Companyadditional consideration; 1.1.7 (p) all keys and codes required to gain access to the certificates of incorporationProperties, corporate seals (if any)all computer systems and all other Assets sold under this Agreement, cheque books, statutory and other books of the Company (duly written up-to-date) which are kept by making them available at the business/registered office of Properties; and (q) any other document or thing reasonably necessary to give full effect to this Agreement as it relates to the Company; 1.1.8 all the financial and accounting books and records of the Company or upon Company’s confirmation that such records are in its possession, a list setting out the address at which all such records of the Company are kept and the name of the persons in charge of such documents and their contact details, as the Purchaser shall elect;Seller.

Seller’s Obligations. 1.1 On Closing, At Completion the Sellers Seller shall deliver, procure procure: 6.2.1 the delivery of, or make available to the Purchaser, the following documentsPurchaser of: 1.1.1 i. a duly executed, registrable, undated and unstamped share executed transfer forms of all of the Sale Shares in favour of the Purchaser; 1.1.2 if applicable, the relevant original share certificates with respect to the Sale Shares; 1.1.3 a certified true copy or extract of the resolution passed by the board of directors of the Company: (i) approving the transfer of the Sale Shares from the Sellers to the Purchaser, subject only to the stamping of the instruments of transfer; (ii) approving the entry of the name of the Purchaser into the register of members of the Company as the registered holder of the Sale Shares, subject only to stamp duty on the transfer of the Sale Shares being duly paid, and the making of such other entries into other corporate records of the Company as may be necessary; and (iii) if applicable, authorising the issuance of new share certificates in respect of the Sale Shares in favour of the Purchaser and or its nominee(s) of all the cancellation of the existing share certificates in respect of the Sale Shares registered under the name of the Sellers; 1.1.4 any waiver, consent or other documents as may be required to give to the Purchaser good title to the Sale Shares and to enable the Purchaser to become the registered holder of the Sale Shares; 1.1.5 ii. the share certificate(s) representing the Shares (if the Purchaser so requires) the letter of resignation of each of the existing directors of the Company as a director of the Company, resigning from his office as a director of the Company and acknowledging and agreeing that he has no claims whatsoever against the Company (whether for compensation for loss of office or otherwise), with effect from the Closing Date; 1.1.6 (if the Purchaser so requires) the letter of resignation of the company secretary of the Company to take effect on the Closing Date with acknowledgement signed by him an express indemnity in a form satisfactory to the Purchaser in the case of any found to the effect that he has no claims against the Companybe missing); 1.1.7 iii. the certificates certificate of incorporation, corporate seals (if any)common seal, cheque minute books, statutory registers and other share certificate books of the Company (to the extent not held by the Company); iv. the Tax Deed duly written upexecuted by the Seller and the Company; v. a duly executed copy of the Consultancy Agreement; vi. the resignations of Xxxxxxx Xxxx and Xxxxxx Xxxxxxx as directors and of Hillgate Secretarial Limited as the secretary of the Company, in each case acknowledging under seal that he has no claim against the Company whether for loss of office or otherwise (to the extent already not resigned at Completion); vii. all leases and other documents relating to the Properties (to the extent not held by the Company); viii. to the extent not in the possession of the Company, all licences, consents, permits and authorisations obtained by or issued to the Company or any other person in connection with the Business; ix. copies of all bank mandates of the Company together with appropriate forms to amend the mandate in respect of each bank account maintained by the Company; x. a duly executed copy of the Deed of Non-to-dateIndebtedness; xi. a duly executed copy of the Deed of Addendum; xii. a duly executed copy of the IPR Assignment, and xiii. a duly executed copy of the Deed of Termination. 6.2.2 that a board meeting of the Company is held at which it is resolved that: (i) which such persons as the Purchaser nominates are kept at appointed as additional directors and as the business/registered office secretary of the Company; 1.1.8 all (ii) its registered office is changed to 0xx Xxxx Xxxxxxx, Xxxxxxxx Square, St Albans, Hertfordshire AL1 3TF; (iii) the financial and accounting books and records of the Company or upon Company’s confirmation that transfers referred to in Clause 6.2.1(i) above (subject only to their being duly stamped) are approved for registration; and (v) its bank mandates are revised in such records are in its possession, a list setting out the address at which all such records of the Company are kept and the name of the persons in charge of such documents and their contact details, manner as the Purchaser shall elect;requires.

Seller’s Obligations. 1.1 On At the Closing, Seller shall deliver to Purchaser: (a) the Sellers shall deliver, procure certificates representing the delivery ofShares duly endorsed in blank, or make available accompanied by either stock powers duly executed in blank by Seller or such other instruments of transfer as are reasonably acceptable to the PurchaserPurchaser in each case, the following documents: 1.1.1 duly executedwith all necessary transfer tax and other revenue stamps, registrableacquired at Seller's expense, undated affixed and unstamped share transfer forms of all of the Sale Shares in favour of the Purchasercanceled; 1.1.2 if applicable, the relevant original share certificates with respect to the Sale Shares; 1.1.3 a certified true copy or extract of the resolution passed by the board of directors (b) (i) copies of the Company: (i) approving 's Articles of Incorporation as in effect on the transfer Closing Date, including all amendments thereto, in each case certified by the Secretary of the Sale Shares from the Sellers to the PurchaserState or other appropriate official of its jurisdiction of incorporation, subject only to the stamping of the instruments of transfer; (ii) approving a certificate from the entry Secretary of State or other appropriate official of the name jurisdiction of incorporation of the Purchaser into Company to the register effect that the Company is in good standing or subsisting in such jurisdiction and listing all charter documents of members the Company on file, (iii) a certificate from the Secretary of State or other appropriate official of each state in which the Company is qualified to do business to the effect that the Company is in good standing in such state, and (iv) a copy of the By-Laws of the Company, certified by the Secretary of the Company as the registered holder being true and correct as of the Sale Shares, subject only to stamp duty on the transfer of the Sale Shares being duly paid, and the making of such other entries into other corporate records of the Company as may be necessary; and (iii) if applicable, authorising the issuance of new share certificates in respect of the Sale Shares in favour of the Purchaser and the cancellation of the existing share certificates in respect of the Sale Shares registered under the name of the Sellers; 1.1.4 any waiver, consent or other documents as may be required to give to the Purchaser good title to the Sale Shares and to enable the Purchaser to become the registered holder of the Sale Shares; 1.1.5 (if the Purchaser so requires) the letter of resignation of each of the existing directors of the Company as a director of the Company, resigning from his office as a director of the Company and acknowledging and agreeing that he has no claims whatsoever against the Company (whether for compensation for loss of office or otherwise), with effect from the Closing Date; 1.1.6 (if the Purchaser so requiresc) the letter of resignation of the company secretary of the Company to take effect letters, effective on the Closing Date with acknowledgement signed Date, executed by him in (i) each of Xxxxx X. Xxxxxxxxx, J. Xxxxxxx Xxxxxxxxx and Xxxxx X. Xxxxxxx, pursuant to which each of them has resigned from all of his positions as a form satisfactory to member of the Purchaser to the effect that he has no claims against Board of Directors and as an officer of the Company; 1.1.7 the certificates ; and (ii) each of incorporationXxxxxxx X. Xxxxxxx, corporate seals (if any)Xxxxx X. Xxxxxxxx, cheque booksXxxxx Xxxxxx and Xxxxx X. XxXxxxx, statutory and other books pursuant to which each of the Company (duly written up-to-date) which are kept at the business/registered office them has resigned from all of his positions as an officer of the Company; 1.1.8 all (d) (i) the financial Lease Agreement between Seller and accounting books and records of the Company or upon Company’s confirmation that such records are (the "Lease Agreement"), in its possessionthe form attached hereto as Exhibit A, a list setting out (ii) the address at which all such records of Services Agreement between Seller, Purchaser, the Company are kept and American Software USA, Inc. (the "Services Agreement"), in the form attached hereto as Exhibit B, (iii) the Assignment Agreement between Seller and the name Company relating to the Xxxxx Claim (the "Xxxxx Assignment Agreement"), in the form attached hereto as Exhibit C, (iv) the letter agreement between Seller and the Company regarding Norfolk Southern Corporation, in the form attached hereto as Exhibit D, (v) one or more assignment agreements, in the form attached hereto as Exhibit E, between Seller and the Company relating to Seller's rights and obligations under the Contracts set forth on Schedule 6.1(g), in each case duly executed by Seller and the Company; (vi) the letter agreement between Seller and the Company (the "Service Fee Letter Agreement") with respect to certain service fee cost allocations, in the form attached hereto as Exhibit F; and (vii) the Guaranty of Lease from Purchaser to ASI Properties, Inc. (the persons "Lease Guaranty") with respect to the Lease Agreement, in charge the form attached hereto as Exhibit G, and (vii) the First Amendment to Customer Agreement Number 2070 and Statements of Work Numbers One, Two, Three, Four, Five, Eight and Nine thereunder between Seller and the Company, in the form attached hereto as Exhibit H, in each such documents and their contact detailscase duly executed by or on behalf of Seller, the Company and/or American Software USA, Inc., as applicable; and (e) a favorable opinion, dated the Purchaser shall elect;Closing Date, of Holland & Knight LLP, in the form and substance set forth in Exhibit I.

Seller’s Obligations. 1.1 On Closing, At Completion the Sellers and Warrantors shall deliver, procure the delivery of, or make available deliver to the Purchaser, the following documentsBuyer's Legal Counsel: 1.1.1 duly executed1.1.1. a closing certificate, registrabledated the Completion Date, undated certifying that (i) each condition specified in Clause 3.1 of this Agreement has been fulfilled; (ii) each Warranty is true, accurate and unstamped share transfer forms of all not misleading; (iii) each covenant of the Sale Shares in favour Sellers to be performed prior to Completion under this Agreement has been duly fulfilled; and (iv) there has been no Material Adverse Change since the date of the Purchaserthis Agreement; 1.1.2 if applicable, the relevant original share certificates with respect to the Sale Shares; 1.1.3 a certified true copy or extract 1.1.2. written resolutions of the resolution passed by the board of directors of the Company: (i) approving the transfer Company as referenced to in Clause 1.2 of the Sale Shares from the Sellers to the Purchaser, subject only to the stamping of the instruments of transferthis Schedule; (ii1.1.3. duly executed transfer(s) approving the entry of the name of the Purchaser into the register of members of the Company as the registered holder of the Sale Shares, subject only to stamp duty on the transfer of the Sale Shares being duly paid, and the making of such other entries into other corporate records of the Company as may be necessary; and (iii) if applicable, authorising the issuance of new share certificates in respect of the Sale Shares in favour to the Buyer and the share certificate(s) for the Sale Shares issued to the Buyer; 1.1.4. updated Register of Members and Register of Directors certified by the Company; 1.1.5. as evidence of the Purchaser and the cancellation authority of each person executing a docuxxxx referred to in this Schedule 2 on a Seller's behalf: (a) a copy of the existing minutes of a duly held meeting of the directors of the Seller (or a duly constituted committee thereof) authorising the execution by the Seller of the document and, where such execution is authorised by a committee of the board of directors of the Seller, a copy of the minutes of a duly held meeting of the directors constituting such committee or the relevant extract thereof; or (b) a copy of the power of attorney conferring the authority, in each case certified to be a true copy by a director or the secretary of the Seller; 1.1.6. the common seal, company seal and finance seal (if any) of each Group Company; each register, minute book and other book required to be kept by each Group Company under relevant laws or regulations made up to the Completion Date; and each certificate of incorporation, certificate of approval and road transportation license for each Group Company; 1.1.7. share certificates for all issued shares or investment certificates (or certificate of verification of capital contribution issued by such firm of certified public accounts qualified to issue the same) for all equity interests in the registered capital of each Subsidiary and executed but uncompleted transfers and declarations of trust by the registered owner in respect of the Sale Shares all those shares or equity interests that are beneficially owned by but not registered under in the name of the Sellersa Group Company; 1.1.4 any waiver1.1.8. the Ancillary Documentation duly executed by all parties to such Ancillary Documentation; 1.1.9. letter of resignations in the agreed form from each director, consent or other documents supervisor (if applicable) and secretary (as the case may be required be) of each Group Company expressed to give to take effect from the Purchaser good title to the Sale Shares and to enable the Purchaser to become the registered holder end of the Sale Shares; 1.1.5 meeting held at Completion pursuant to paragraph 1.2 with a statement confirming that the director, secretary or supervisor (if as the Purchaser so requirescase may be) the letter of resignation of each of the existing directors of the Company as a director of the Company, resigning from his office as a director of the Company and acknowledging and agreeing that he has no claims whatsoever claim against the Company (whether such company for compensation for or loss of office or otherwise), with effect from the Closing Date; 1.1.6 1.1.10. all documentation relating to the Intellectual Property Rights including (if without limitation) the Purchaser so requires) original registration and renewal certificate for each of the Intellectual Property Rights which are registered or pending as at Completion; 1.1.11. the certificate of good standing as referenced to in Clause 3.1.6 of the Agreement; 1.1.12. copy of all executed instruments for replacement of the directors and supervisors as required under Clause 3.1.7 of the Agreement; 1.1.13. copy of all executed written statement confirming such resigning director or supervisor has no claim against such company for compensation or loss of office or otherwise; 1.1.14. copy of the termination agreement as required under Clause 3.1.8 of the Agreement; 1.1.15. the financial statement as referenced to in Clause 3.1.10 of the Agreement; 1.1.16. the legal opinions as referenced to in Clause 3.1.11 of the Agreement; 1.1.17. copies of the agreements as referenced to in Clause 3.1.12 of the Agreement; 1.1.18. the Tax Deed and the Escrow Agreement as referenced to in Clause 3.1.13 of the Agreement; 1.1.19. copy of the letter of resignation understanding as referenced to in Clause 3.1.14 of the company secretary Agreement; 1.1.20. copy of the Company renewed service contracts with each of ICI and Butler as referenced to take effect on in Clauses 3.1.15 of the Closing Date with acknowledgement signed by him in a form satisfactory to the Purchaser to the effect that he has no claims against the CompanyAgreement; 1.1.7 the certificates 0.0.21. evidence of incorporation, corporate seals (if any), cheque books, statutory and other books effective completion of the Company (duly written up-to-date) which are kept at the business/registered office transactions as referenced to in Clauses 3.1.16 and 3.1.17 of the CompanyAgreement; 1.1.8 all the financial and accounting books and records 1.1.22. copy of the Company or upon Company’s confirmation that such records are termination agreement as referenced to in its possession, a list setting out the address at which all such records Clause 3.1.18 of the Company are kept and the name Agreement; 1.1.23. copy of the persons non-disclosure and non-compete agreement as referenced to in charge Clause 3.1.19 of such the Agreement; 1.1.24. copy of the cancellation and arrangement documents as referenced to in Clause 3.1.20 of the Agreement; 1.1.25. copy of the amendment agreement as referenced in clause 3.1.21 of the Agreement; 1.1.26. copy of the insurance policies as referenced to in Clause 3.1.22 of the Agreement; 1.1.27. original of the joint closing certificate as referenced to in Clause 3.1.23 of the Agreement; and 1.1.28. original of the consent and their contact details, waiver as the Purchaser shall elect;referenced in clause 3.1.25

Seller’s Obligations. 1.1 On Closing, At Completion the Sellers Seller shall deliver, procure the delivery of, or make available deliver to the Purchaser, the following documentsBuyer: 1.1.1 (a) a duly executed, registrable, undated and unstamped share executed transfer forms of all in respect of the Sale RSA Shares in favour of the PurchaserBuyer or its nominee(s) (subject to written notification to the Seller not less than two days before Completion) along with the share certificate(s) for the RSA Shares (or an indemnity in lieu thereof in a form reasonably acceptable to the Buyer); 1.1.2 if applicable, the relevant original share certificates with respect to the Sale Shares; 1.1.3 a certified true copy or extract (b) as evidence of the resolution passed authority of each person executing a document referred to in this Schedule on the Seller’s behalf: (i) a copy of the minutes of a duly held meeting of the directors of the Seller (or a duly constituted committee thereof) authorising the execution by the Seller of the document and, where such execution is authorised by a committee of the board of directors of the Company: (i) approving the transfer Seller, a copy of the Sale Shares from the Sellers to the Purchaser, subject only to the stamping minutes of a duly held meeting of the instruments of transfer;directors constituting such committee or a relevant extract thereof; or (ii) approving a copy of a power of attorney conferring the entry authority, in each case certified to be true and complete and that it has not been revoked or superseded by a director or the secretary of the name Seller; (c) an irrevocable power of attorney in the agreed form duly executed by RSA in favour of the Purchaser into the register of members Buyer or its nominee(s) in respect of the RSA Shares; (d) the Seller shall deliver to the Buyer a resignation from the board of each Group Company as of which such person is a director in the registered holder of the Sale Shares, subject only to stamp duty on the transfer of the Sale Shares being duly paid, and the making of such other entries into other corporate records of the Company as may be necessaryagreed form from Dxxxx Xxxxxx; and (iiie) if applicable, authorising an assignment in the issuance of new share certificates in respect agreed form of the Sale Shares in favour of RSA Loan duly executed by the Purchaser and the cancellation of the existing share certificates in respect of the Sale Shares registered under the name of the Sellers; 1.1.4 any waiver, consent or other documents as may be required to give to the Purchaser good title to the Sale Shares and to enable the Purchaser to become the registered holder of the Sale Shares; 1.1.5 Seller (if the Purchaser so requires) Company does not execute the letter of resignation of each of assignment in the existing directors of agreed form at or prior to Completion, the agreed form shall be amended to remove the Company as a director of the Company, resigning from his office as a director of the Company and acknowledging and agreeing that he has no claims whatsoever against the Company (whether for compensation for loss of office or otherwiseparty), with effect from the Closing Date; 1.1.6 (if the Purchaser so requires) the letter of resignation of the company secretary of the Company to take effect on the Closing Date with acknowledgement signed by him in a form satisfactory to the Purchaser to the effect that he has no claims against the Company; 1.1.7 the certificates of incorporation, corporate seals (if any), cheque books, statutory and other books of the Company (duly written up-to-date) which are kept at the business/registered office of the Company; 1.1.8 all the financial and accounting books and records of the Company or upon Company’s confirmation that such records are in its possession, a list setting out the address at which all such records of the Company are kept and the name of the persons in charge of such documents and their contact details, as the Purchaser shall elect;.

Seller’s Obligations. 1.1 On Closing, the Sellers The Seller shall deliver, procure the delivery of, or make available deliver to the Purchaser, the following documents: 1.1.1 duly executed, registrable, undated and unstamped (a) share transfer forms of all certificates in respect of the Sale Shares (or an indemnity in the usual form in the case of any lost certificate); (b) duly executed securities transfer form(s) in respect of the Shares in favour of the Purchaser; 1.1.2 if applicable, the relevant original share certificates with respect or as it may direct, and any power of attorney or other authority under which those transfers have been executed and any other document reasonably necessary to give to the Sale Purchaser (or its nominee) full legal and beneficial ownership of the Shares; 1.1.3 a certified true copy or extract (c) certificate of incorporation (and any certificate of change of name), the certificate to commence business, memorandum of incorporation, securities register and all other statutory books of the resolution passed by Company written up to the day prior to the Completion Date (to the extent that any such documentation is in the Seller’s possession); (d) a duly signed counterpart of the Disclosure Letter; (e) a duly signed counterpart of the BGL Group Loan Novation Agreement; (f) a duly signed counterpart of the Co-existence Agreement; (g) a copy of the duly signed minutes of the meeting of the board of directors of the Company:Seller authorising the execution by the Seller of this Agreement and the Transaction Documents; (h) a copy of the duly signed minutes of the meeting of the board of directors of the Seller Guarantor authorising the execution by the Seller Guarantor of this Agreement; (i) approving the transfer of the Sale Shares written resignations and releases from the Sellers to the Purchaser, subject only to the stamping of the instruments of transfer; (ii) approving the entry of the name of the Purchaser into the register of members of the Company as the registered holder of the Sale Shares, subject only to stamp duty Xxxxx Xxxxxxx and Xxx Xxxxx in each case resigning their offices with effect from on the transfer of the Sale Shares being duly paid, and the making of such other entries into other corporate records of the Company as may be necessaryor around Completion; and (iiij) if applicable, authorising the issuance a copy of new share certificates in respect of the Sale Shares in favour of the Purchaser and the cancellation of the existing share certificates in respect of the Sale Shares registered under the name of the Sellers; 1.1.4 any waiver, consent or other documents as may be required to give to the Purchaser good title to the Sale Shares and to enable the Purchaser to become the registered holder of the Sale Shares; 1.1.5 (if the Purchaser so requires) the letter of resignation of each of the existing directors of the Company as a director of the Company, resigning from his office as a director of those contracts between the Company and acknowledging Vodacom (which as at 31 March 2012 had not been signed by Vodacom and agreeing that he has no claims whatsoever against pursuant to which the Company (whether had been providing services for compensation for loss of office or otherwise), with effect from the Closing Date; 1.1.6 (if the Purchaser so requiresto Vodacom prior to 31 March 2012) the letter of resignation of the company secretary of the Company to take effect on the Closing Date with acknowledgement signed by him Vodacom containing those terms previously disclosed in a form satisfactory writing to the Purchaser to the effect that he has no claims against the Company; 1.1.7 the certificates of incorporation, corporate seals (if any), cheque books, statutory and other books of the Company (duly written up-to-date) which are kept at the business/registered office of the Company; 1.1.8 all the financial and accounting books and records of the Company or upon Company’s confirmation that such records are in its possession, a list setting out the address at which all such records of the Company are kept and the name of the persons in charge of such documents and their contact details, as the Purchaser shall elect;Purchaser.

Seller’s Obligations. 1.1 On ClosingAt or before Completion, the Sellers Seller shall deliver, procure the delivery of, deliver or make available to the Purchaser, the following documentsBuyer: 1.1.1 (a) transfer form(s) to transfer all of the Shares into the name of the Buyer, duly executedcompleted and executed by the Seller, registrable, undated and unstamped in a registrable form (subject only to due stamping); (b) existing share transfer forms certificates in respect of all of the Sale Shares Shares, or an indemnity for any lost share certificates duly executed by the Seller in favour Agreed Form; (c) a copy of any power of attorney in Agreed Form under which any document to be delivered to the Buyer under this paragraph 1 has been executed; (d) any consents or waivers required in respect of the PurchaserConditions to the extent that those consents and waivers have been obtained by or on behalf of the Seller; 1.1.2 (e) if applicable, the relevant original share certificates with ASIC corporate keys for each Group Company; (f) a counterpart of the TSA duly executed by the Seller Guarantor and AASC; (g) a copy of a duly executed board resolution or duly executed board minutes of the Seller approving the execution by the Seller of any documents which the Seller is required to execute or deliver at Completion; (h) one copy of the Data Room USB Stick; (i) in respect of each Encumbrance over the Shares or the assets of a Group Company which is registered on the PPS Register immediately before Completion, evidence satisfactory to the Sale SharesBuyer (acting reasonably) that the Encumbrance has been released, or will be released, with effect from Completion; 1.1.3 (j) to the extent not already provided or in the possession of a certified true copy Group Company, at the relevant Group Company’s registered office, or extract otherwise the location of the resolution passed business of each Group Company, all the statutory and other books (duly written up to date) of each Group Company and all certificates of incorporation, certificates of incorporation on change of name and common seals or such equivalent items in the relevant jurisdiction as are kept by such Group Company or required to be kept by Law, to the board extent not within the control of directors a Group Company. For the avoidance of doubt, any legal advice sought or received by a Group Company in relation to the Transaction or transaction similar to the Transaction will be excluded from this obligation; (k) in respect of each Group Company: (i) approving a copy of a duly executed board resolution or duly executed board minutes in Agreed Form, approving: (I) the transfer persons advised in accordance with Clause 11.6(a) to be appointed as directors, secretary and public officer (as applicable) of the Sale Shares from the Sellers relevant Group Company (as applicable); and (II) if applicable, its registered office and principal place of business be changed to the Purchaseraddress notified by the Buyer in accordance with Clause 11.6(b), subject only to the stamping of the instruments of transfer;in each case, with effect from Completion; and (ii) approving the entry written and executed resignation of each director, secretary and public officer (as applicable) of such Group Company appointed by the Seller or Seller’s Affiliate, duly executed by the relevant resigning person(s) in Agreed Form; (l) evidence of the termination of the Terminating Contracts, in each case prior to the Effective Time; and (m) a copy of a duly executed board resolution or duly executed board minutes of the Company approving: (i) the transfers of the Shares and (subject only to due stamping) the registration, in the register of members, of the Buyer as the holder of the shares concerned; and (ii) the issue of new share certificates for the Shares in the name of the Purchaser into the register of members of the Company as the registered holder of the Sale Shares, subject only to stamp duty on the transfer of the Sale Shares being duly paid, and the making of such other entries into other corporate records of the Company as may be necessary; and (iii) if applicable, authorising the issuance of new share certificates in respect of the Sale Shares in favour of the Purchaser and the cancellation of the existing share certificates in respect of the Sale Shares registered under the name of the Sellers; 1.1.4 any waiver, consent or other documents as may be required to give to the Purchaser good title to the Sale Shares and to enable the Purchaser to become the registered holder of the Sale Shares; 1.1.5 (if the Purchaser so requires) the letter of resignation of each of the existing directors of the Company as a director of the Company, resigning from his office as a director of the Company and acknowledging and agreeing that he has no claims whatsoever against the Company (whether for compensation for loss of office or otherwise), with effect from the Closing Date; 1.1.6 (if the Purchaser so requires) the letter of resignation of the company secretary of the Company to take effect on the Closing Date with acknowledgement signed by him in a form satisfactory to the Purchaser to the effect that he has no claims against the Company; 1.1.7 the certificates of incorporation, corporate seals (if any), cheque books, statutory and other books of the Company (duly written up-to-date) which are kept at the business/registered office of the Company; 1.1.8 all the financial and accounting books and records of the Company or upon Company’s confirmation that such records are in its possession, a list setting out the address at which all such records of the Company are kept and the name of the persons in charge of such documents and their contact details, as the Purchaser shall elect;Buyer.

Seller’s Obligations. 1.1 On Closing, At Completion the Sellers Seller shall deliver, procure the delivery of, or make available deliver to the Purchaser, the following documentsBuyer: 1.1.1 duly executed, registrable, undated and unstamped share transfer forms of all executed transfer(s) in respect of the Sale Shares in favour of to the PurchaserBuyer or its nominee(s) and the share certificate(s) for the Shares; 1.1.2 if applicable, the relevant original share certificates with respect to the Sale Shares; 1.1.3 a certified true copy or extract as evidence of the resolution passed authority of each person executing a document referred to in this schedule on the Seller's behalf: (a) a copy of the minutes of a duly held meeting of the directors of the Seller (or a duly constituted committee thereof) authorising the execution by the Seller of the document and, where such execution is authorised by a committee of the board of directors of the Company:Seller, a copy of the minutes of a duly held meeting of the directors constituting such committee or the relevant extract thereof; or (ib) approving the transfer a copy of the Sale Shares from power of attorney conferring the Sellers authority in each case certified to be true by a director or the Purchaser, subject only to the stamping secretary of the instruments of transferSeller; (ii) approving 1.1.3 an irrevocable power of attorney duly executed by the entry Seller in favour of the name of the Purchaser into the register of members of the Company as the registered holder of the Sale Shares, subject only to stamp duty on the transfer of the Sale Shares being duly paid, and the making of such other entries into other corporate records of the Company as may be necessary; and (iiiBuyer or its nominee(s) if applicable, authorising the issuance of new share certificates generally in respect of the Sale Shares in the agreed form; 1.1.4 the common seal (if any) of the Company and each register and minute book made up to the Completion Date; and each certificate of incorporation and certificate of incorporation on change of name for the Company; 1.1.5 a copy of a letter to the Company from its auditors resigning their office with effect from Completion and containing the statement referred to in section 394 of the Act, the original of the letter having been deposited at the registered office of the relevant company; 1.1.6 resignations in the agreed form from each of Marc Roger Walter Kuffer and Jean-Pierre Schwab as directorx xxx Xxxxxx Xxxx Xay as secretary xx the Company expressed tx xxxx xxxxxx xubject to Completion; 1.1.7 a signed letter from the Seller to the Company in the agreed form relating to waiver of royalty payments; 1.1.8 a signed letter from Burberry Watch Company S.A. to the Company in the agreed form; 1.1.9 a counterpart of the Tax Deed duly executed by the Seller; 1.1.10 a counterpart of the IP Assignment duly executed by the Seller; and 1.1.11 a counterpart of each of the deeds of termination relating to the trademark licence agreements and royalty agreements between the Seller and the Company duly executed by the Seller. 1.2 The Seller shall ensure that at Completion a meeting of the board of directors of the Company is held at which the directors: 1.2.1 vote in favour of the Purchaser and the cancellation registration of the existing share certificates Buyer or its nominee(s) as member(s) of the Company in respect of the Sale Shares registered under (subject to the name production of the Sellersproperly stamped transfers); 1.1.4 any waiver1.2.2 appoint persons nominated by the Buyer as directors, consent or other documents as may be required to give to the Purchaser good title to the Sale Shares secretary and to enable the Purchaser to become the registered holder of the Sale Shares; 1.1.5 (if the Purchaser so requires) the letter of resignation of each of the existing directors auditors of the Company as a director of the Company, resigning from his office as a director of the Company and acknowledging and agreeing that he has no claims whatsoever against the Company (whether for compensation for loss of office or otherwise), with effect from the Closing Dateend of the meeting; 1.2.3 accept the resignations of each director [and secretary] resigning pursuant to paragraph 1.1.6 (if the Purchaser so requires) the letter of resignation of the company secretary of the Company as to take effect on from the Closing Date with acknowledgement signed by him in a form satisfactory to the Purchaser to the effect that he has no claims against the Company; 1.1.7 the certificates of incorporation, corporate seals (if any), cheque books, statutory and other books end of the Company (duly written up-to-date) which are kept at the business/registered office of the Company; 1.1.8 all the financial and accounting books and records of the Company or upon Company’s confirmation that such records are in its possession, a list setting out the address at which all such records of the Company are kept and the name of the persons in charge of such documents and their contact details, as the Purchaser shall elect;meeting.

Seller’s Obligations. 1.1 On Closing, At Completion the Sellers Partnership Seller shall deliver, deliver to the Buyer or procure the delivery of, or make available to the Purchaser, the following documents: 1.1.1 duly executed, registrable, undated and unstamped share transfer forms of all of the Sale Shares in favour of the Purchaser; 1.1.2 if applicable, the relevant original share certificates with respect to the Sale Shares; 1.1.3 a certified true copy or extract of the resolution passed by the board of directors of the CompanyBuyer of: (ia) approving an instrument of transfer to effect the transfer of the Sale Shares from the Sellers to the Purchaser, subject only to the stamping of the instruments of transfer; (ii) approving the entry of Interest into the name of the Purchaser into Buyer in the register Agreed Form, duly executed by the Partnership Seller, the GP and PPL; (b) the certificates of members incorporation or formation (as applicable), corporate seals (if any) and cheque books (if any) of each member of the Company as Group; (c) the registered holder statutory books (if any) of each member of the Sale SharesGroup (duly written up to, subject only to stamp duty on the transfer of the Sale Shares being duly paidbut not including, and the making of such other entries into other corporate records of the Company as may be necessary; andCompletion); (iiid) if the shares are certificated, the share certificates or membership certificates, as applicable, authorising the issuance of new share certificates in respect of the Sale Shares in favour of the Purchaser and the cancellation of the existing share certificates in respect of the Sale Shares registered under the name of the Sellers; 1.1.4 any waiver, consent or other documents as may be required to give to the Purchaser good title to the Sale Shares and to enable the Purchaser to become the registered holder of the Sale Shares; 1.1.5 (if the Purchaser so requires) the letter of resignation of each of the existing directors of the Company as a director of the Company, resigning from his office as a director of the Company and acknowledging and agreeing that he has no claims whatsoever against the Company Partnership's subsidiaries (whether for compensation for loss of office or otherwise), with effect from the Closing Date; 1.1.6 (if the Purchaser so requires) the letter of resignation of the company secretary of the Company to take effect on the Closing Date with acknowledgement signed by him an express indemnity in a form satisfactory to the Purchaser Buyer in the case of any certificate found to be missing); (e) an affidavit certifying each of the Partnership Seller and the GP Seller's non-foreign status as set forth in (i) Section 1445 of the Code and Section 1.1445-2(b)(2) of the Treasury Regulations and (ii) Section 1446(f)(2) of the Code and Section 1.1446(f)-2(b)(2) of the Treasury Regulations, in each case, in a form satisfactory to the effect that he has no claims against the CompanyBuyer; 1.1.7 the certificates (f) copies of incorporation, corporate seals (if any), cheque books, statutory and other books board resolutions of each member of the Company Group approving: (duly written up-to-datei) which are kept at in respect of any bank account held by the business/registered office relevant Group member, the giving of authority in favour of such persons as the Buyer may nominate to operate such accounts; and (ii) appointing such persons (within the maximum number permitted by the constitutional documents of the Companyrelevant company) as the Buyer may nominate as directors and secretary. (g) copies of duly executed director, secretary or officer resignation letters, as applicable, in respect of the Group in the Agreed Form; 1.1.8 all the financial and accounting books and records (h) a copy of the Company or upon Company’s confirmation that such records are in its possessionLandmark Guarantee Release, a list setting out the address at which all such records duly executed by PPL; and (i) copies of the Company are kept officer's certificates executed by the Chief Financial Officer of the GP Seller and delivered to Suntrust (i) designating members of the Group unrestricted subsidiaries and (ii) designating the Transaction as a permitted disposal, in each case for the purposes of Third Amended and Restated Credit Agreement dated as of November 15, 2018. 1.2 At Completion the GP Seller shall deliver to the Buyer or procure the delivery to the Buyer of: (a) a limited liability company interest transfer form in the Agreed Form to effect the transfer of the GP Interests into the name of the persons Buyer, duly executed by the GP Seller and accompanied by the relevant membership certificates (or an express indemnity in charge a form satisfactory to the Buyer in the case of such any certificate found to be missing); (b) a copy of a board resolution of the GP Seller approving the Transaction on behalf of the GP Seller, the Partnership Seller and the GP and the execution by the GP Seller of the Transaction Documents and any other documents referred to in this Agreement; (c) a copy of the Landmark Guarantee Release, duly executed by the GP Seller; and (d) evidence to the satisfaction of the Buyer that the GP Pledge has been fully and their contact details, as the Purchaser shall elect;unconditionally released.

Seller’s Obligations. 1.1 On ClosingCompletion, the Sellers shall deliver, procure the delivery of, or make available Seller must deliver to the Purchaser, the following documentsBuyer: 1.1.1 duly executed, registrable, undated (a) (transfers and unstamped share transfer forms of all of the Sale Shares Share certificates) executed transfers in favour of the PurchaserBuyer of all the Shares, the share certificates for the Shares and any consents which the Buyer reasonably requires to obtain registration of those transfers; 1.1.2 (b) (Records and common seal) the Records and the common seal (if applicableany) of the Group except that: (i) if the Seller is legally required to retain any of the documents, the relevant original share certificates with respect Seller may deliver copies of those documents to the Sale SharesBuyer; and (ii) in all cases the Seller may retain copies of the Records (including for the purposes of its conduct of the assessment of the Avoca Acquisition Duty and any other reasonable business purpose); 1.1.3 a certified true copy or extract (c) (bank authority) duly completed bank authorities directed to the bankers of each Group Member authorising the operation of each of its bank accounts by nominees of the Buyer and, if the Buyer requests, terminating the authority of each of those present signatories nominated by the Buyer; (d) (resignations) written resignations of the Retiring Directors, of Xxx Xxxxxxxxxx as secretary and of any public officers of each Group Member; (e) (directors resolution passed by of the Company) a copy of a resolution of directors of the Company resolving that: (i) subject to the payment of stamp duty (if any), the transfer of the Shares will be registered; and (ii) subject to the Constitution of the Company each of the Incoming Directors be appointed to the board of directors of the Company, and the resignation of the Retiring Directors from the board be accepted, all with effect from Completion, but so that a properly constituted board of directors is in existence at all times; (f) (directors resolution of each Subsidiary) a copy of a resolution of directors of each Subsidiary resolving that, subject to the constitution of the Subsidiary, each of the Incoming Directors be appointed to the board of directors of the Subsidiary, and the resignation of the Retiring Directors from the board be accepted, all with effect from Completion, but so that a properly constituted board of directors is in existence at all times; (g) (release of security and external debt) documentation confirming: (i) approving the transfer discharge of the Sale Shares from the Sellers to the PurchaserSyndicated Facility Agreement dated 20 December 2010 between Avoca Resources Ltd (as Borrower), subject only to the stamping Avoca Mining Pty Ltd, Dioro Exploration NL, HBJ Minerals Pty Ltd and Hampton Gold Mining Areas Ltd (as Guarantors), BNP Paribas and Commonwealth Bank of the instruments of transferAustralia (“CBA”) (as Lenders and Contingent Instrument Banks), BNP Paribas and CBA (as Hedging Banks), CBA (as Agent) and CBA Corporate Services (NSW) Pty Ltd (as Security Trustee); (ii) approving the entry discharge by Australia and New Zealand Banking Group Limited (“ANZ”) of the name Standby Letter of Credit Or Indemnity/Guarantee (Domestic) Facility between Avoca Resources Ltd and (as amended by the Purchaser into the register of members of the Company as the registered holder of the Sale Shares, subject only to stamp duty on the transfer of the Sale Shares being duly paid, letter agreement dated 20 September 2012) and the making of such other entries into other corporate records of the Company as may be necessaryANZ; and (iii) the release by CBA Corporate Services (NSW) Pty Ltd and Société Générale Australian Branch of the Encumbrances set out in schedule 6 (“Released Encumbrances”) and, if applicable, authorising the issuance of new share certificates in respect of the Sale Shares accompanied by an undertaking in favour of the Purchaser Company to register a financing change statement to reflect such release on the PPSR; and (iv) evidence of the discharge of any other Encumbrance affecting the Shares other than the Permitted Encumbrances; (h) (Debt Assignment) a counterpart of the Debt Assignment Deed executed by the Seller and the cancellation of the existing share certificates in respect of the Sale Shares registered under the name of the SellersCompany; 1.1.4 any waiver, consent or other documents as may be required to give to (i) (release in favour of former directors and officers) a release executed by the Purchaser good title to the Sale Shares Company and to enable the Purchaser to become the registered holder of the Sale Shares; 1.1.5 (if the Purchaser so requires) the letter of resignation each Subsidiary in favour of each of the existing pre-Completion directors and officers in the form set out in schedule 2 (“Form of the Company as a director of the Company, resigning from his office as a director of the Company and acknowledging and agreeing that he has no claims whatsoever against the Company director’s release”); and (whether for compensation for loss of office j) (other documents) deliver or otherwise), with effect from the Closing Date; 1.1.6 (if the Purchaser so requires) the letter of resignation of the company secretary of the Company cause to take effect on the Closing Date with acknowledgement signed by him in a form satisfactory be delivered to the Purchaser Buyer such other documents as shall reasonably be requested by the Buyer in order to the effect that he has no claims against the Company; 1.1.7 the certificates of incorporation, corporate seals (if any), cheque books, statutory and other books of the Company (duly written up-to-date) which are kept at the business/registered office of the Company; 1.1.8 all the financial and accounting books and records of the Company or upon Company’s confirmation that such records are in its possession, a list setting effectively carry out the address at which all such records of transactions contemplated by this agreement, duly executed by the Company are kept and the name of the persons in charge of such documents and their contact details, as the Purchaser shall elect;Seller.

Seller’s Obligations. 1.1 On At the Closing, each Seller shall deliver to Purchaser: (a) the Sellers shall delivercertificate(s) representing the Shares and the Membership Interests being sold by such Seller, procure accompanied by stock or membership interest transfer power(s), as applicable, duly executed on behalf of such Seller, and otherwise in a form acceptable for transfer on the books of the applicable Company and approved in advance by the Purchaser (such approval not to be unreasonably withheld); (b) a certificate, dated the Closing Date, from each of the Companies and such Seller, signed by an authorized officer of each Company and by such Seller (or by an authorized officer of such Seller, if such Seller is not a natural person), certifying that the conditions specified in Section 7.1 and Section 7.2 above have been fulfilled; (c) a duly executed resignation, effective as of the Closing, from each director of the CA Company and each director/manager of the US Company; (d) the true, correct and complete minute books and ownership records of each Company; (e) a certificate of a duly authorized officer of such Seller, if such Seller is not a natural person, in a form approved in advance by Purchaser (such approval not to be unreasonably withheld), dated the Closing Date and executed by such officer, certifying (1) that attached thereto is a true, correct and complete copy of the Organizational Documents of such Seller, in each case as are then in full force and effect, (2) that attached thereto is a true, correct and complete copy of the resolutions of the Board of Directors (or other managing body) of such Seller authorizing the execution, delivery ofand performance of this Agreement and each Ancillary Document of such Seller and the transactions contemplated herein and therein, or make available in each case as are then in full force and effect, and (3) as to the Purchaser, the following documents: 1.1.1 duly executed, registrable, undated incumbency and unstamped share transfer forms of all signatures of the Sale Shares in favour officers or other authorized persons of such Seller; (f) a certificate of a duly authorized officer of the Purchaser; 1.1.2 if applicableCA Company, in a form approved in advance by Purchaser (such approval not to be unreasonably withheld), dated the relevant original share certificates with respect Closing Date and executed by such officer, certifying (1) that attached thereto is a true, correct and complete copy of the Organizational Documents of the CA Company, in each case as are then in full force and effect, (2) that attached thereto is a true, correct and complete copy of the resolutions of the Board of Directors of the CA Company authorizing the execution, delivery and performance of this Agreement and each Ancillary Document of the CA Company and the transactions contemplated herein and therein, in each case as are then in full force and effect and (3) as to the Sale Shares; 1.1.3 a certified true copy or extract incumbency and signatures of the resolution passed officers of the CA Company; and (g) a certificate of a duly authorized officer of the US Company, in a form approved in advance by Purchaser (such approval not to be unreasonably withheld), dated the Closing Date and executed by such officer, certifying (1) that attached thereto is a true, correct and complete copy of the Organizational Documents of the US Company, in each case as are then in full force and effect, (2) that attached thereto is a true, correct and complete copy of the resolutions of the board of directors (or other managing body) of the Company: (i) approving US Company authorizing the transfer execution, delivery and performance of this Agreement and each Ancillary Document of the Sale Shares from US Company and the Sellers transactions contemplated herein and therein, in each case as are then in full force and effect and (2) as to the Purchaser, subject only to the stamping incumbency and signatures of the instruments of transfer; (ii) approving the entry officers of the name of the Purchaser into the register of members of the Company as the registered holder of the Sale Shares, subject only to stamp duty on the transfer of the Sale Shares being duly paid, and the making of such other entries into other corporate records of the Company as may be necessary; and (iii) if applicable, authorising the issuance of new share certificates in respect of the Sale Shares in favour of the Purchaser and the cancellation of the existing share certificates in respect of the Sale Shares registered under the name of the Sellers; 1.1.4 any waiver, consent or other documents as may be required to give to the Purchaser good title to the Sale Shares and to enable the Purchaser to become the registered holder of the Sale Shares; 1.1.5 (if the Purchaser so requires) the letter of resignation of each of the existing directors of the Company as a director of the US Company, resigning from his office as a director of the Company and acknowledging and agreeing that he has no claims whatsoever against the Company (whether for compensation for loss of office or otherwise), with effect from the Closing Date; 1.1.6 (if the Purchaser so requires) the letter of resignation of the company secretary of the Company to take effect on the Closing Date with acknowledgement signed by him in a form satisfactory to the Purchaser to the effect that he has no claims against the Company; 1.1.7 the certificates of incorporation, corporate seals (if any), cheque books, statutory and other books of the Company (duly written up-to-date) which are kept at the business/registered office of the Company; 1.1.8 all the financial and accounting books and records of the Company or upon Company’s confirmation that such records are in its possession, a list setting out the address at which all such records of the Company are kept and the name of the persons in charge of such documents and their contact details, as the Purchaser shall elect;.

Seller’s Obligations. 1.1 On ClosingCompletion, the Sellers shall deliver, procure the delivery of, or make available Seller must deliver to the Purchaser, the following documents:Buyer 1.1.1 (1) duly executed, registrable, undated and unstamped share executed instruments of transfer or stock transfer forms of all of the Sale Shares in favour of the PurchaserBuyer (or as it may direct) in respect of the Sale Share and the share certificates for the Sale Share; 1.1.2 if applicable(2) duly executed powers of attorney or other authorities under which any document related to this agreement has been executed; (3) a copy of the board resolutions of the Seller (certified by a duly appointed officer as true and correct), approving with the required quorum, inter alia, the relevant original share certificates with respect to the Sale Shares; 1.1.3 a certified true copy or extract execution and performance of the resolution passed by the board of directors of the Company: (i) approving this agreement and any related documents, the transfer of the Sale Shares from Share under this agreement, the Sellers registration of such transfers (subject to the Purchaser, subject only to the stamping of the instruments of transfer; (iiproper stamping) approving and the entry of the name of the Purchaser into Buyer in the register of members of the Company PAPL as the registered holder sole member); (4) an application in substantially the form of Annexure 2 duly signed by the Seller for the allotment and issue of the Sale Consideration Shares; (5) letter from Xxxx Xxxxx Xxxx Xxxxx,Xxxxxxxxxx Xxxxxxx Xxxxx and Xxxxx Xxxx Xxxxxx, being directors of PAPL, resigning as such directors effective from the Completion Date; (6) all the records of the Project Business and the records of each Seller Group Company held by the Seller Group, including all tax and accounting records; provided that so long as any such records are located at the premises of the Project Business or a Seller Group Company at Completion, then such records shall be deemed to have been delivered at Completion; and (7) acertified copy of the board resolutions of PAPLand each other member of the Seller Group to (to the extent required): (a) approve, subject only to stamp duty on stamping, the transfer of the Sale Shares being duly paid, Share and the making of such other entries into other corporate records registration of the Company Buyer as may be necessarythe owner thereof in the register of members of PAPL; (b) accept the resignation of the directors referred to in clause 5.2(1)(5) above; and (iiic) if applicable, authorising appoint such person(s) as the issuance of new share certificates in respect of the Sale Shares in favour of the Purchaser and the cancellation of the existing share certificates in respect of the Sale Shares registered under the name of the Sellers; 1.1.4 any waiver, consent or other documents Buyer may nominate as may be required to give to the Purchaser good title to the Sale Shares and to enable the Purchaser to become the registered holder of the Sale Shares; 1.1.5 (if the Purchaser so requires) the letter of resignation of each of the existing directors of the Company as a director of the Company, resigning from his office as a director of the Company and acknowledging and agreeing that he has no claims whatsoever against the Company (whether for compensation for loss of office or otherwiseits director(s), with to take effect from the Closing Completion Date; 1.1.6 (if the Purchaser so requires) the letter of resignation of the company secretary of the Company to take effect on the Closing Date with acknowledgement signed by him in a form satisfactory to the Purchaser to the effect that he has no claims against the Company; 1.1.7 the certificates of incorporation, corporate seals (if any), cheque books, statutory and other books of the Company (duly written up-to-date) which are kept at the business/registered office of the Company; 1.1.8 all the financial and accounting books and records of the Company or upon Company’s confirmation that such records are in its possession, a list setting out the address at which all such records of the Company are kept and the name of the persons in charge of such documents and their contact details, as the Purchaser shall elect;.

Seller’s Obligations. 1.1 On Closing, (a) At Completion the Sellers Seller shall deliver, procure the delivery of, or make available to the Purchaser, the following documents: 1.1.1 duly executed, registrable, undated and unstamped share transfer forms of all of the Sale Shares in favour of the Purchaser; 1.1.2 if applicable, the relevant original share certificates with respect to the Sale Shares; 1.1.3 a certified true copy or extract of the resolution passed by the board of directors of the CompanyPurchaser of: (i) approving upon receipt of the Estimated Share Price, signed share transfer forms (“ordre de mouvement”) effecting the transfer of the Sale Shares from in the Sellers to name of the Purchaser, subject only to the stamping updated shareholder register (“registre de mouvements de titres”) and shareholders’ accounts (“comptes d’actionnaire”) of the instruments Company showing the Purchaser as the owner of transferthe Shares; (ii) approving the entry certificate of incorporation, minute books and up-to-date statutory registers of each Group Company; (iii) any of the name other Transaction Documents to which the Seller and/or any member of the Purchaser into Seller’s Group is a party, duly executed by the register of members Seller and/or the member of the Company as Seller’s Group; (iv) the registered holder resignations of the Sale SharesSeller, subject only Mx Xxxxxx Exxxxx Xxxxxxxxx and Mx Xxxx Xxxxxxxx from the board(s) of the Group Companies of which they are directors and the resignations of such other officers of the Group Companies as notified by the Purchaser to stamp duty on the Seller at least 10 Business Days prior to Completion; (v) a duly executed original of the tax transfer form (formulaire Cerfa no. 2759) in connection with the transfer of the Sale Shares being duly paidto the Purchaser; (vi) if so agreed by such auditors, and the making letters of such other entries into other corporate records resignation of the Company as may be necessarystatutory auditors of the Group Companies, effective on the Completion Date; (vii) evidence of the termination, with effect at the latest on the Completion Date, of all of the powers of attorney currently in force in the Group Companies; and (iiiviii) if applicable, authorising evidence that the issuance of shareholders’ meeting the Company has given its assent and accepted the Purchaser as a new share certificates shareholder in respect the Company. (b) At Completion the Seller’s Group shall terminate all contracts and arrangements with the Group Companies save as set out in the Transaction Documents in accordance with subclause 6.6. (c) At Completion the Seller shall procure the repayment of the Sale Shares Estimated Inter-Company Receivables in favour of accordance with subclause 3.5. (d) At Completion the Purchaser Seller and the cancellation of Seller’s Guarantor shall execute the existing share certificates in respect of the Sale Shares registered under the name of the Sellers; 1.1.4 any waiver, consent or other documents as may be required to give to the Purchaser good title to the Sale Shares and to enable the Purchaser to become the registered holder of the Sale Shares; 1.1.5 (if the Purchaser so requires) the letter of resignation of each of the existing directors of the Company as a director of the Company, resigning from his office as a director of the Company and acknowledging and agreeing that he has no claims whatsoever against the Company (whether for compensation for loss of office or otherwise), with effect from the Closing Date; 1.1.6 (if the Purchaser so requires) the letter of resignation of the company secretary of the Company to take effect on the Closing Date with acknowledgement signed by him in a form satisfactory to the Purchaser to the effect that he has no claims against the Company; 1.1.7 the certificates of incorporation, corporate seals (if any), cheque books, statutory and other books of the Company (duly written up-to-date) which are kept at the business/registered office of the Company; 1.1.8 all the financial and accounting books and records of the Company or upon Company’s confirmation that such records are in its possession, a list setting out the address at which all such records of the Company are kept and the name of the persons in charge of such documents and their contact details, as the Purchaser shall elect;Délégation de Garantie.

Seller’s Obligations. 1.1 On Closing, the Sellers The Seller shall deliver, procure the delivery of, or make available to the Purchaser, the following documents: 1.1.1 duly executed, registrable, undated and unstamped share transfer forms of all of the Sale Shares in favour of the Purchaser; 1.1.2 if applicable, the relevant original share certificates with respect to the Sale Shares; 1.1.3 a certified true copy or extract of the resolution passed by the board of directors of the CompanyPurchaser of: (ia) approving the transfer share certificates representing the Shares duly endorsed for the benefit of the Sale Shares from the Sellers Purchaser (unless these share certificates have been delivered to the Purchaser, subject only to the stamping of the instruments of transferPurchaser earlier); (iib) approving the entry full list of shareholders (in Slovak "zoznam akcionárov") issued by the name of Central Depositary for the Company and showing the Purchaser into the register of members of the Company as the registered holder of all the Sale Shares, subject only to stamp duty on shares in the transfer of the Sale Shares being duly paid, and the making of such other entries into other corporate records of the Company as may be necessary; andCompany; (iii) if applicable, authorising the issuance of new share certificates in respect of the Sale Shares in favour of the Purchaser and the cancellation of the existing share certificates in respect of the Sale Shares registered under the name of the Sellers; 1.1.4 any waiver, consent or other documents as may be required to give to the Purchaser good title to the Sale Shares and to enable the Purchaser to become the registered holder of the Sale Shares; 1.1.5 (if the Purchaser so requiresc) the letter resignations of resignation all members of each board of the existing directors of the Company as a director and supervisory board of the Company, resigning from his office as a director of the Company and in each case acknowledging and agreeing that he has these persons have no claims whatsoever claim against the Company (Company, whether for compensation for loss of office or otherwise), with effect from the Closing Date; 1.1.6 (if the Purchaser so requiresd) the letter resignations of resignation Mr. Xxx Xxxxxxx xnd Ing. Frxxxxxxx Xxxxxxx xs the executives of Markíza, in each case acknowledging they have no claim against Markíza, whether for loss of office or otherwise; (e) the resignations of Ing. Frxxxxxxx Xxxxxxx xs the executive of STS, acknowledging Ing. Frxxxxxxx Xxxxxxx xas no claim against STS, whether for loss of office or otherwise; (f) certified copies of the company secretary minutes of the meetings referred to in paragraphs (h) and (i) below; (g) a confirmation of the relevant Commercial Register that the new memorandum of association of Markíza in the Agreed Form, certified for accuracy by the executives of Markíza has been filed with the collection of deeds at the relevant Commercial Register; (h) that an extraordinary general meeting of the Company to take effect on the Closing Date with acknowledgement signed by him in a form satisfactory to the Purchaser to the effect that he has no claims against the Company; 1.1.7 the certificates of incorporation, corporate seals (if any), cheque books, statutory and other books of the Company (duly written up-to-date) which are kept at the business/registered office of the Company; 1.1.8 all the financial and accounting books and records of the Company or upon Company’s confirmation that such records are in its possession, a list setting out the address is held at which it is resolved that: (i) the resignation of all members of its board of directors and supervisory board is acknowledged and such records of the Company are kept and the name of the persons in charge of such documents and their contact details, as the Purchaser shall electnominates are appointed as new members of its board of directors and supervisory board; (ii) its registered office is changed to such address as the Purchaser notifies to the Seller; (iii) its bank mandates are revised in such manner as the Purchaser requires; (i) that an extraordinary general meeting of Markíza is held at which it is resolved that: (iv) the division of the Participation Interest in Markíza into the Participation Interest 1 and the Participation Interest 2 is approved; (v) the transfer by the Company to MEDIA INVEST of the Participation Interest 1 is approved; (vi) the new memorandum of association of Markíza in the Agreed Form is adopted; and (vii) the resignation of Mr Xxx Xxxxxxx xnd Ing. Frxxxxxxx Xxxxxxx xs acknowledged.

Seller’s Obligations. 1.1 On ClosingCompletion, the Sellers shall deliver, procure the delivery of, or make available Seller will give to the Purchaser, Buyer or where applicable procure that Petrogas shall give to the following documentsBuyer: 1.1.1 duly executed, registrable, undated and unstamped share transfer forms of all (a) (Conditions Precedent) any relevant documents in the possession or control of the Sale Shares Seller establishing to the reasonable satisfaction of the Buyer that the Conditions Precedent set out in clause 3.1 (“Conditions Precedent”) have been satisfied; (b) (transfers and Share certificates) duly executed transfers in favour of the Purchaser; 1.1.2 if applicableBuyer (or as it may direct) of all the Shares (and any other outstanding equity interests), any consents which the relevant original Buyer reasonably requires to obtain registration of those transfers, and the share certificates with respect to for the Sale Shares, and the share certificates (and a notarised copy of the Petrogas share ledger) confirming the Company’s ownership of the Petrogas Shares; 1.1.3 (c) (Records and common seal) the Records and the common seal or company stamp (if any) of the Company and Petrogas; (d) (bank authority) duly completed bank authorities directed to the bankers of the Company and Petrogas authorising the operation of each of its bank accounts by nominees of the Buyer and terminating the authority of each of the present signatories; (e) (resignations) written resignations of the Retiring Directors as directors and/or secretaries of the Company and Petrogas, acknowledging that: (i) they have no Claim for fees, entitlements, salary or compensation for loss of office or otherwise against the Company or any Subsidiary; and (ii) there is no agreement, arrangement or understanding under which the Company or Petrogas has, or could have, any obligation to them; (f) (directors’ resolution of the Company) a certified true copy or extract of a resolution of directors of the resolution passed by Company resolving that: (i) subject to the payment of duty (where required) and to Completion occurring, the transfer of the Shares to the Buyer will be registered; (ii) subject to the constitution of the Company and subject to them consenting to act, each of the Incoming Directors be appointed to the board of directors of the Company, and the resignation of the Retiring Directors from the board be accepted, all with effect from Completion, but so that a properly constituted board of directors is in existence at all times; Amity Oil Share Purchase Agreement (iii) subject to the constitution of the Company and to that person consenting to act, Xxxxxxxx Xxxxxxx be appointed as company secretary of the Company, and the resignation of the Retiring Directors (as applicable) as secretary be accepted, all with effect from Completion; (iv) Xxxxxx Xxxx be appointed as the legal representative of the Turkish Branch with effect from Completion; and (v) the registered office of the Company be changed to Akmerkez B Block 6th Floor Etiler İstanbul with effect from Completion. (g) (resolution of General Assembly of Shareholders of Petrogas (“GASP”)) evidence of GASP resolving unanimously that each of the Incoming Directors be appointed to the board of directors of Petrogas and resolving the appointment of the statutory auditors nominated by the Buyer, and the resignation of the Retiring Directors from the board and the resignation of the statutory auditors of Petrogas be accepted, amendments to the Articles of Association changing the trade name and address of Petrogas all with effect from and conditional on Completion, but so that a properly constituted board of directors and auditors committee is in existence at all times; (h) (executed documents) copies of the following documents executed by the Seller, the Company, Zorlu Doğal Gaz or any other relevant member of the Zorlu Group, as the case may be, in each case together with the decision of the appropriate corporate body of such party: (i) approving the transfer each of the Sale Shares from the Sellers agreed form documents referred to the Purchaser, subject only to the stamping of the instruments of transfer;in clause 1.5; and (ii) approving a termination of Olgun Zorlu as the entry legal representative of the name Turkish Branch with effect from Completion; (i) (confirmation of clean-out) written confirmation (together with supporting evidence to the satisfaction of the Purchaser into Buyer (acting reasonably) that clause 6.7(c) (“Financial clean-out”) has been complied with; (j) (application of GASP resolution) evidence that the register of members application in respect of the Company as the registered holder resolution of the Sale Shares, subject only GASP set out above in clause 4.2(g) has been made to stamp duty on the transfer of Istanbul Trade Registry; (k) (no debt to tax and social security) a letter from the Sale Shares being duly paid, tax and the making of such other entries into other corporate records of the Company as may be necessarysocial security office in Turkey evidencing that Petrogas has no overdue tax and social security liabilities dated no earlier than 5 Business Days prior to Completion; and (iiil) if applicable, authorising the issuance (revocation of new share certificates in respect powers of the Sale Shares in favour attorney) evidence of the Purchaser revocation of all powers of attorney granted by Petrogas and the cancellation of the existing share certificates in respect of the Sale Shares registered under the name of the Sellers; 1.1.4 any waiver, consent or other documents as may be required to give to the Purchaser good title to the Sale Shares and to enable the Purchaser to become the registered holder of the Sale Shares; 1.1.5 (if the Purchaser so requires) the letter of resignation of each of the existing directors of the Company as a director of the Company, resigning from his office as a director of the Company and acknowledging and agreeing that he has no claims whatsoever against the Company (whether for compensation for loss including, unless otherwise agreed between the Buyer and Seller, those listed in schedule 8 (“Powers of office or otherwiseattorney”)), with effect from the Closing Date; 1.1.6 (if the Purchaser so requires) the letter of resignation and evidence that notice of the company secretary of the Company to take effect on the Closing Date with acknowledgement signed by him in a form satisfactory revocation has been given to the Purchaser to the effect that he has no claims against the Company; 1.1.7 the certificates of incorporation, corporate seals (if any), cheque books, statutory and other books of the Company (duly written up-to-date) which are kept at the business/registered office of the Company; 1.1.8 all the financial and accounting books and records of the Company or upon Company’s confirmation that such records are in its possession, a list setting out the address at which all such records of the Company are kept and the name of the persons in charge of such documents and their contact details, as the Purchaser shall elect;appointee.

Seller’s Obligations. 1.1 On ClosingCompletion, the Sellers shall deliver, procure the delivery of, or make available Seller will give to the Purchaser, Buyer or where applicable procure that Petrogas shall give to the following documentsBuyer: 1.1.1 duly executed, registrable, undated and unstamped share transfer forms of all (a) (Conditions Precedent) any relevant documents in the possession or control of the Sale Shares Seller establishing to the reasonable satisfaction of the Buyer that the Conditions Precedent set out in clause 3.1 (“Conditions Precedent”) have been satisfied; (b) (transfers and Share certificates) duly executed transfers in favour of the Purchaser; 1.1.2 if applicableBuyer (or as it may direct) of all the Shares (and any other outstanding equity interests), any consents which the relevant original Buyer reasonably requires to obtain registration of those transfers, and the share certificates with respect to for the Sale Shares, and the share certificates (and a notarised copy of the Petrogas share ledger) confirming the Company’s ownership of the Petrogas Shares; 1.1.3 (c) (Records and common seal) the Records and the common seal or company stamp (if any) of the Company and Petrogas; (d) (bank authority) duly completed bank authorities directed to the bankers of the Company and Petrogas authorising the operation of each of its bank accounts by nominees of the Buyer and terminating the authority of each of the present signatories; (e) (resignations) written resignations of the Retiring Directors as directors and/or secretaries of the Company and Petrogas, acknowledging that: (i) they have no Claim for fees, entitlements, salary or compensation for loss of office or otherwise against the Company or any Subsidiary; and (ii) there is no agreement, arrangement or understanding under which the Company or Petrogas has, or could have, any obligation to them; (f) (directors’ resolution of the Company) a certified true copy or extract of a resolution of directors of the resolution passed by Company resolving that: (i) subject to the payment of duty (where required) and to Completion occurring, the transfer of the Shares to the Buyer will be registered; (ii) subject to the constitution of the Company and subject to them consenting to act, each of the Incoming Directors be appointed to the board of directors of the Company, and the resignation of the Retiring Directors from the board be accepted, all with effect from Completion, but so that a properly constituted board of directors is in existence at all times; (iii) subject to the constitution of the Company and to that person consenting to act, Xxxxxxxx Xxxxxxx be appointed as company secretary of the Company, and the resignation of the Retiring Directors (as applicable) as secretary be accepted, all with effect from Completion; (iv) Xxxxxx Xxxx be appointed as the legal representative of the Turkish Branch with effect from Completion; and (v) the registered office of the Company be changed to Akmerkez B Block 6th Floor Etiler İstanbul with effect from Completion. (g) (resolution of General Assembly of Shareholders of Petrogas (“GASP”)) evidence of GASP resolving unanimously that each of the Incoming Directors be appointed to the board of directors of Petrogas and resolving the appointment of the statutory auditors nominated by the Buyer, and the resignation of the Retiring Directors from the board and the resignation of the statutory auditors of Petrogas be accepted, amendments to the Articles of Association changing the trade name and address of Petrogas all with effect from and conditional on Completion, but so that a properly constituted board of directors and auditors committee is in existence at all times; (h) (executed documents) copies of the following documents executed by the Seller, the Company, Zorlu Doğal Gaz or any other relevant member of the Zorlu Group, as the case may be, in each case together with the decision of the appropriate corporate body of such party: (i) approving the transfer each of the Sale Shares from the Sellers agreed form documents referred to the Purchaser, subject only to the stamping of the instruments of transfer;in clause 1.5; and (ii) approving a termination of Olgun Zorlu as the entry legal representative of the name Turkish Branch with effect from Completion; (i) (confirmation of clean-out) written confirmation (together with supporting evidence to the satisfaction of the Purchaser into Buyer (acting reasonably) that clause 6.7(c) (“Financial clean-out”) has been complied with; (j) (application of GASP resolution) evidence that the register of members application in respect of the Company as the registered holder resolution of the Sale Shares, subject only GASP set out above in clause 4.2(g) has been made to stamp duty on the transfer of Istanbul Trade Registry; (k) (no debt to tax and social security) a letter from the Sale Shares being duly paid, tax and the making of such other entries into other corporate records of the Company as may be necessarysocial security office in Turkey evidencing that Petrogas has no overdue tax and social security liabilities dated no earlier than 5 Business Days prior to Completion; and (iiil) if applicable, authorising the issuance (revocation of new share certificates in respect powers of the Sale Shares in favour attorney) evidence of the Purchaser revocation of all powers of attorney granted by Petrogas and the cancellation of the existing share certificates in respect of the Sale Shares registered under the name of the Sellers; 1.1.4 any waiver, consent or other documents as may be required to give to the Purchaser good title to the Sale Shares and to enable the Purchaser to become the registered holder of the Sale Shares; 1.1.5 (if the Purchaser so requires) the letter of resignation of each of the existing directors of the Company as a director of the Company, resigning from his office as a director of the Company and acknowledging and agreeing that he has no claims whatsoever against the Company (whether for compensation for loss including, unless otherwise agreed between the Buyer and Seller, those listed in schedule 8 (“Powers of office or otherwiseattorney”)), with effect from the Closing Date; 1.1.6 (if the Purchaser so requires) the letter of resignation and evidence that notice of the company secretary of the Company to take effect on the Closing Date with acknowledgement signed by him in a form satisfactory revocation has been given to the Purchaser to the effect that he has no claims against the Company; 1.1.7 the certificates of incorporation, corporate seals (if any), cheque books, statutory and other books of the Company (duly written up-to-date) which are kept at the business/registered office of the Company; 1.1.8 all the financial and accounting books and records of the Company or upon Company’s confirmation that such records are in its possession, a list setting out the address at which all such records of the Company are kept and the name of the persons in charge of such documents and their contact details, as the Purchaser shall elect;appointee.

Seller’s Obligations. 1.1 On Closing, First Completion the Sellers shall deliver, procure the delivery of, or make available shall: (A) deliver to the Purchaser, the following documents: 1.1.1 duly executed, registrable, undated and unstamped share transfer forms of all of the Sale Shares in favour of the Purchaser; 1.1.2 if applicable, the relevant original share certificates with respect to the Sale Shares; 1.1.3 a certified true copy or extract of the resolution passed by the board of directors of the Company: (i1) approving the transfer transfers of the First Completion Sale Shares from the Sellers to the Purchaser, subject only to the stamping of the instruments of transfer; (ii) approving the entry of the name of the Purchaser into the register of members of the Company as duly executed by the registered holder of the Sale Shares, subject only to stamp duty on the transfer of the Sale Shares being duly paid, and the making of such other entries into other corporate records of the Company as may be necessary; and (iii) if applicable, authorising the issuance of new share certificates in respect of the Sale Shares holders thereof in favour of the Purchaser and or its nominees together with the cancellation relative share certificates; (2) such waivers or consents as the Purchaser may require to enable the Purchaser or its nominees to be registered as holders of the existing share certificates First Completion Sale Shares; (3) irrevocable powers of attorney in respect the Agreed Form in favour of the Sale Shares registered under Purchaser or its nominee to enable the name beneficiary (pending registration of the Sellers; 1.1.4 any waiver, consent or transfers of the First Completion Sale Shares) to exercise all voting and other documents as may be required to give to the Purchaser good title rights attaching to the Sale Shares and to enable appoint proxies for this purpose; (4) a certificate to the effect that there has been no breach of the Warranties given on the date of this Agreement and that there has been no event or circumstance which would constitute a breach of the Warranties had they been given on the basis set out in clause 13.6; (B) procure that the Directors (other than the Continuing Directors) shall retire from all their offices and employments with the Company and the Subsidiaries, each delivering to the Purchaser to become the registered holder of the Sale Shares; 1.1.5 a deed (if the Purchaser so requiresin Agreed Form) the letter of resignation made out in favour of each of the existing directors Company and the Subsidiaries of which he is a Director acknowledging that he has no claim outstanding for compensation or otherwise and without any payment under the Employment Rights Act 1996 (or equivalent legislation in any applicable jurisdiction); (C) deliver to the Purchaser as agent for the Company and the Subsidiaries: (1) all the statutory and other books (duly written up to date) of the Company and each of the Subsidiaries and its/their certificate(s) of incorporation, any certificates of incorporation on change of name and common seal(s); and (2) certificates in respect of all issued shares in the capital of each of the Subsidiaries; (D) deliver or procure the delivery of the Founder Service Agreements, in a form acceptable to the Purchaser, each executed by the parties thereto; (E) deliver or procure the delivery of the Key Employee Agreements, in a form acceptable to the Purchaser, each executed by the parties thereto; (F) procure a board meeting of the Company be held where: (1) the transfers of the First Completion Sale Shares shall be approved and the Purchaser shall be recorded as the legal holder of such shares in the register of members (subject only to due stamping); (2) the appointment as directors of such persons as the Purchaser may nominate shall be approved, such appointments to take effect at the close of the meeting; (3) the resignations and acknowledgements of the directors and secretary referred to in paragraph 1(B) shall be tendered and accepted and each such acceptance to take effect at the close of the meeting; and (4) all existing authorities to banks shall be revoked and new authorities shall be given to such banks and on such terms as the Purchaser may direct. (G) deliver to the Purchaser, certified as correct by a director of the Company, resigning from his office as a director the minutes of the Company board meeting referred to in paragraph 1(F); and (H) procure the discharge of all guarantees and acknowledging and agreeing that he has no claims whatsoever against the Company (whether for compensation for loss of office or otherwise), with effect from the Closing Date; 1.1.6 (if the Purchaser so requires) the letter of resignation of the company secretary of the Company to take effect on the Closing Date with acknowledgement signed like obligations given by him in a form satisfactory to the Purchaser to the effect that he has no claims against the Company; 1.1.7 the certificates of incorporation, corporate seals (if any), cheque books, statutory and other books of the Company (duly written up-to-date) which are kept at the business/registered office of the Company; 1.1.8 all the financial and accounting books and records of the Company or upon Company’s confirmation that such records are in its possession, a list setting out the address at which all such records any of the Company are kept and the name Subsidiaries in respect of the persons obligations of any other person (and including the guarantees and obligations stipulated to be discharged at First Completion in charge of the Disclosure Letter), such documents and their contact details, as the Purchaser shall elect;discharge to be given in Agreed Form.

Seller’s Obligations. 1.1 On ClosingAt Completion, the Sellers Seller shall deliverdeliver or procure to be delivered to the Buyer: 1.1.1 (if not already delivered) as evidence of the authority of each person executing this Agreement and the Deed of Assignment and any other document(s) referred to in this Schedule 2 on the Seller's behalf, procure certified copies of: (a) the minutes of a duly held meeting of, or the resolutions in writing of, the directors of the Seller (or a duly constituted committee thereof) approving and authorising, among other things, the execution and delivery of, or make available and the performance by the Seller of its obligations under this Agreement and the Deed of Assignment and the other relevant document(s) referred to in this Schedule 2 to which the PurchaserSeller is a party and, the following documents: 1.1.1 duly executed, registrable, undated and unstamped share transfer forms where such execution is authorised by a committee of all of the Sale Shares in favour of the Purchaser; 1.1.2 if applicable, the relevant original share certificates with respect to the Sale Shares; 1.1.3 a certified true copy or extract of the resolution passed by the board of directors of the Company:Seller, such minutes of a duly held meeting of the directors constituting such committee or the relevant extract thereof; or (ib) approving the power of attorney conferring the authority, if any, in each case certified to be a true copy by a Hong Kong qualified solicitor or a director or secretary of the Seller; 1.1.2 original duly executed sold note(s) and instrument(s) of transfer in respect of the Sale Share; 1.1.3 a copy of the written resolutions of the directors of the Company referred to in Paragraph 1.2 below; 1.1.4 a copy of the updated register of members of the Company showing the Buyer and/or its nominee(s) as member(s) of the Company in respect of the Sale Share; 1.1.5 original new share certificate(s) of the Company in relation to the Sale Share issued in the name of the Buyer and/or its nominee(s); 1.1.6 the Deed of Assignment duly executed by the Seller; and 1.1.7 the Asset Management Agreement duly executed by, among others, the Company and Wang On Asset Management Limited as asset manager of the Approved Project. 1.2 The Seller shall cause a meeting of the board of directors of the Company to be duly held, or shall otherwise cause written resolutions of the directors of the Company to be validly passed, to approve the transfer of the Sale Shares from Share and register the Sellers to the Purchaser, subject only to the stamping Buyer and/or its nominee(s) as member(s) of the instruments of transfer; (ii) approving the entry Company in respect of the name of the Purchaser into Sale Share in the register of members of the Company as the registered holder of the Sale Shares, subject only to stamp duty on the transfer of the Sale Shares being duly paid, and the making of such other entries into other corporate records of the Company as may be necessary; and (iii) if applicable, authorising the issuance of new share certificates in respect of the Sale Shares in favour of the Purchaser and the cancellation of the existing share certificates in respect of the Sale Shares registered under the name of the Sellers; 1.1.4 any waiver, consent or other documents as may be required to give to the Purchaser good title to the Sale Shares and to enable the Purchaser to become the registered holder of the Sale Shares; 1.1.5 (if the Purchaser so requires) the letter of resignation of each of the existing directors of the Company as a director of the Company, resigning from his office as a director of the Company and acknowledging and agreeing that he has no claims whatsoever against the Company (whether for compensation for loss of office or otherwise), with effect from the Closing Date; 1.1.6 (if the Purchaser so requires) the letter of resignation of the company secretary of the Company to take effect on the Closing Date with acknowledgement signed by him in a form satisfactory to the Purchaser to the effect that he has no claims against the Company; 1.1.7 the certificates of incorporation, corporate seals (if any), cheque books, statutory and other books of the Company (duly written up-to-date) which are kept at the business/registered office of the Company; 1.1.8 all the financial and accounting books and records of the Company or upon Company’s confirmation that such records are in its possession, a list setting out the address at which all such records of the Company are kept and the name of the persons in charge of such documents and their contact details, as the Purchaser shall elect;.

Seller’s Obligations. 1.1 On 5.2.1 At Closing, the Sellers shall delivershall: (a) deliver to Purchaser a copy of the Escrow Agreement executed by the Seller Representatives; (b) deliver to Purchaser a resolution by the board of each Seller that it is a corporate entity, procure approving the transaction contemplated hereunder and the execution, delivery of, or make available and performance of this Agreement. 5.2.2 deliver to the Purchaser, the following documents: 1.1.1 duly executed, registrable, undated and unstamped share transfer forms of all of the Sale Shares in favour of the Purchaser; 1.1.2 if applicable, the relevant original share certificates Purchaser with respect to the Sale Company: (a) a certificate representing the Shares;; and 1.1.3 a certified true copy or extract (b) written resolutions of the resolution passed by the board of directors of the Company: (i) Company approving this Agreement, the transfer registration of the Sale Shares from the Sellers to the Purchaser, subject only to the stamping of the instruments of transfer; (ii) approving the entry of the name of the Purchaser into the register of members of the Company as the registered holder of the Sale Shares, subject only to stamp duty on the transfer of the Sale Shares being duly paid, and the making of such other entries into other corporate records of the Company as may be necessary; and (iii) if applicable, authorising the issuance of new share certificates transfers in respect of the Sale Shares in favour Shares, the issuance of a new share certificate to the Purchaser and the cancellation of the existing share certificates in respect of the Sale Shares registered under and the name affixation of the Sellers;common seal of the Company on such share certificate (the “First Company Board Resolutions”). 1.1.4 any waiver, consent or other documents as may be required to give 5.2.3 deliver to the Purchaser good title to the Sale Shares and to enable the Purchaser to become the registered holder of the Sale Shares; 1.1.5 (if the Purchaser so requires) the letter of resignation of each of the existing directors of the Company as a director in respect of the Company, resigning from his office as a director BVI HoldCo and HKCo: (a) the written resignation of the Company existing non-Purchaser appointed directors of each such company, such resignations to take effect on the Closing Date, and acknowledging and agreeing to contain an acknowledgement signed by each such existing director to the effect that he he/she has no claims whatsoever claim against any of the Company (whether for compensation Group Companies for loss of office or otherwise), with effect from the Closing Date; 1.1.6 (if the Purchaser so requiresb) the letter resolutions of its board of directors (the “Second Company Board Resolutions”) or, in the case of (ii) only, the resolution of its Sole Member: (i) accepting the resignations referred to in Clause 5.2.3(a); (ii) appointing the Purchaser’s nominees as directors, such appointments to take effect upon resignation of the company secretary existing directors; (iii) approving the change of bank signatories of the bank accounts maintained by the Company from the current signatories to Xxx Xxx Wan and Xx Xxxxxx Bing Xxxx; and (iv) approving the change of bank signatories of the bank accounts maintained by BVI HoldCo from Xx Xxx to Xxx Xxx Wan and Xx Xxxxxx Bing Kuen. (c) with respect to each Group Company, the following original items identified by the Purchaser and provided to such Purchaser (or their legal counsel) for their review prior to the Closing: (i) statutory books and registers; (ii) minutes books; (iii) certificate of incorporation or equivalent document; (iv) company seals; (v) memorandum and articles of association stamped by its registered agent; (vi) filings or correspondence with company registry; (vii) other filings or correspondence with any government authorities (including copies of annual tax returns for HKCo); (viii) any blank share certificates; (ix) accounting books and records; (x) items relating to its bank accounts (including bank opening documents, bank statements, and bank cards); (xi) copies of any powers of attorneys granted by company; and (xii) any other items as the Purchaser may reasonably request. 5.2.4 deliver to the Purchaser in respect of each of the PRC Subsidiaries: (a) written resignations of all the existing directors of each such company, such resignation to take effect on after the Closing Date with passing of the resolutions referred in Clauses 5.2.4(b) and 5.2.4(c), and to contain an acknowledgement signed by him in a form satisfactory to the Purchaser each of them to the effect that he he/she has no claims claim against any of the CompanyGroup Companies for loss of office or otherwise; 1.1.7 (b) resolutions of the certificates shareholders and sole executive director of incorporationE-Channel Beijing acknowledging the appointment of the Purchaser’s nominee as its sole executive director, corporate seals such appointments to take effect after the passing of such resolutions; (c) resolutions of the board of directors of E-Career Suzhou, E-Career Beijing and E-Career Shanghai acknowledging the appointment of the Purchaser’s nominees as its directors, such appointments to take effect after the passing of such resolutions; (d) letters of appointment, executed by the shareholders of E-Career Suzhou, E-Career Beijing and E-Career Shanghai, appointing the Purchaser’s nominees as its directors, such appointments to take effect immediately after the execution of such letters of appointment; (e) letter of appointment executed by E-Channel Beijing replacing the legal representative of E-Career Shanghai with the Purchaser’s nominee, and letters of appointment executed by BVI HoldCo replacing the legal representatives of E-Career Suzhou and E-Career Beijing with the Purchaser’s nominees; (f) application documents to change the bank signatories of the bank accounts maintained by E-Career Beijing from the current signatories to Xxxx Xxx and Xxxxxx Xx; and (g) with respect each PRC Subsidiary (including each of its branches, if anyapplicable), cheque books, statutory the following items identified by the Purchaser and other books of provided to such Purchaser (or their legal counsel) for their review prior to the Company Closing: (duly written up-to-datei) which are kept at the business/registered office of the Companyapproval certificate and approval replies; 1.1.8 (ii) business license; (iii) local and national tax registration and filings; (iv) foreign exchange registration certificate and/or IC card; (v) finance registration; (vi) statistics bureau registration; (vii) licenses and permits, including human resource intermediary permits ([CHINESE CHARACTERS]) and ICP licenses, and all the financial filings to obtain or maintain such licenses and permits; (viii) joint venture contracts and articles of association; (ix) accounting books and records of records; (x) company chops; (xi) items relating to its bank accounts (including the Company or upon Company’s confirmation that such records are in its possessionRenminbi basic account opening permit, a list setting out the address at which all such records of the Company are kept bank statements, and the name of the persons in charge of such documents and their contact details, bank cards); (xii) check books; and (xiii) any other items as the Purchaser shall elect;may reasonably request.

Seller’s Obligations. 1.1 On Closing, At Completion the Sellers shall deliver, procure the delivery of, deliver or make available to the Purchaser, the following documentsBuyer: 1.1.1 4.2.1 duly executed, registrable, undated and unstamped share transfer forms of all executed transfers of the Sale Shares in favour of the PurchaserBuyer (or as it may direct) accompanied by the relevant share certificates (or an express indemnity in the agreed terms in the case of any lost certificate); 1.1.2 if applicable, 4.2.2 written resignations in the relevant original share certificates with respect to agreed terms duly executed as deeds of all the Sale Shares; 1.1.3 a certified true copy or extract of directors and the resolution passed by the board of directors secretary of the Company:; (i) approving 4.2.3 the transfer written resignation of the Sale Shares from the Sellers to the Purchaser, subject only to the stamping of the instruments of transfer; (ii) approving the entry of the name of the Purchaser into the register of members auditors of the Company as in the registered holder of the Sale Shares, subject only to stamp duty on the transfer of the Sale Shares being duly paid, and the making of such other entries into other corporate records of the Company as may be necessary; and (iii) if applicable, authorising the issuance of new share certificates in respect of the Sale Shares in favour of the Purchaser and the cancellation of the existing share certificates in respect of the Sale Shares registered under the name of the Sellers; 1.1.4 any waiver, consent or other documents as may be required to give to the Purchaser good title to the Sale Shares and to enable the Purchaser to become the registered holder of the Sale Shares; 1.1.5 (if the Purchaser so requires) the letter of resignation of each of the existing directors of the Company as a director of the Company, resigning from his office as a director of the Company and acknowledging and agreeing that he has no claims whatsoever against the Company (whether for compensation for loss of office or otherwise), with effect from the Closing Date; 1.1.6 (if the Purchaser so requires) the letter of resignation of the company secretary of the Company agreed terms to take effect on the Closing Date with acknowledgement signed by him in a form satisfactory to the Purchaser to the effect that he has no claims against the CompanyCompletion Date; 1.1.7 4.2.4 the certificate of incorporation and any certificates of incorporationincorporation on change of name, corporate common seals (if any), cheque booksbooks (and all unused cheques), minute books statutory and other books of the Company (duly written up-to-date) which are kept at the business/registered office up to date and share certificate books of the Company; 1.1.8 all 4.2.5 the financial and accounting books and records Lease duly executed by the Trustees; 4.2.6 counterpart transfer of the freehold interest in the Property from the Company or upon Company’s confirmation that such records are to the Trustees and an undertaking in its possession, a list setting out agreed terms in relation to the address at which all such records registration of the Company are kept release of the charge over the Property and the name registration of the persons transfer of the Freehold Interest in charge the Property from the Sellers’ Solicitors addressed to the Buyer’s Solicitors; 4.2.7 to the extent not in the possession of the Company, all books of account or records as to customers and/or suppliers and other records and all insurance policies relating to the Business; 4.2.8 statements confirming the cash balance in each bank account held by the Company as at close of business on the last Business Day prior to Completion together with a reconciliation showing an adjusted balance on the Completion Date after taking into account cheques not presented or paid in; 4.2.9 appropriate forms to amend the mandates given by the Company to its bankers; 4.2.10 all charges, mortgages and debentures to which the Company is a party together with duly sealed discharges and (where applicable) forms MG02 duly sworn and completed in respect of the same, other than such documents charges, mortgages and their contact details, debentures as are referred to at paragraph 12 of Part 2 of Schedule 1; 4.2.11 the Purchaser shall electConsultancy Agreements executed by each of Cxxxxxxxx Xxxxxxx and Sxxxx Xxxxxxx; 4.2.12 the Settlement Agreements executed by each of Cxxxxxxxx Xxxxxxx and Sxxxx Xxxxxxx; 4.2.13 the Domain Name Licence executed by each of Foresight Leasing Limited and the Company; 4.2.14 an intellectual property assignment in the agreed form executed by each of Sxxxx Xxxxxxx and the Company; 4.2.15 the Disclosure Letter executed by the Sellers; and 4.2.16 the Joint Account Letter executed by the Sellers.

Seller’s Obligations. 1.1 On Closing, At Completion each of the Sellers shall deliver, procure in respect of the delivery of, or make available to Shares held by it and WGL shall in respect of the Purchaser, the following documents1 WA Share held by Zoomclose: 1.1.1 duly executed, registrable, undated and unstamped share transfer forms deliver to the Buyers evidence of all satisfaction of the Sale Condition; 1.1.2 deliver to the Buyers duly executed assignment documents or other instruments of transfer required by applicable law to effect a transfer of shares in the applicable jurisdiction in respect of the Shares in favour of the Purchaser; 1.1.2 if applicablerelevant Buyer or, provided that the relevant original Seller receives written notice from the relevant Buyer not less than 5 Business Days prior to Completion, its nominee(s) and the share certificates with respect to for the Sale SharesShares (or an indemnity in lieu thereof); 1.1.3 a certified true copy or extract deliver to the Buyers evidence of the resolution passed authority of each person executing a document referred to in this schedule on its behalf; 1.1.4 make available to the Buyers the common seal (if any), statutory books, certificates of incorporation, certificates of incorporation on change of name and memorandum and articles of association or by-laws (as applicable) for the Company it is selling and each of its Subsidiary Undertakings; 1.1.5 deliver to the Buyers share certificates, in respect of the US Group Companies, duly endorsed in blank for all issued shares in the capital of each Subsidiary Undertaking of the Company it is selling; 1.1.6 deliver to the Buyers copies of the letters from their auditors resigning their office with effect from Completion and containing the statement referred to in section 394 of the Act, the originals of the letters having been deposited at the registered office of the relevant company; and 1.1.7 deliver to the Buyers resignations as directors and, in respect of the US Group Companies, as officers from Xxxxx Tee and Xxx Xxxxxx, and each other person nominated by the relevant Buyer, in each case expressed to take effect from the end of the meetings held pursuant to paragraph 1.3. 1.2 At Completion, each of the Sellers shall deliver to the Buyers the Tax Deed duly executed by it. 1.3 Each of the Sellers shall ensure that at Completion a meeting of the board of directors of each Company it is selling and its Subsidiary Undertakings (if applicable) is held at which the Company: (i) approving the transfer of the Sale Shares from the Sellers to the Purchaser, subject only to the stamping of the instruments of transfer; (ii) approving the entry of the name of the Purchaser into the register of members directors of the Company as the registered holder of the Sale Shares, subject only to stamp duty on the transfer of the Sale Shares being duly paid, and the making of such other entries into other corporate records of the Company as may be necessary; and its Subsidiary Undertakings (iii) if applicable, authorising the issuance of new share certificates ) as applicable: <PAGE> 44 1.3.1 in respect of the Sale Shares English Group Companies, vote in favour of the Purchaser and the cancellation registration of the existing share certificates relevant Buyer or its nominee(s) as member(s) of the Company in respect of the Sale Shares registered under the name of the Sellers; 1.1.4 any waiver, consent or other documents as may be required to give to the Purchaser good title to the Sale Shares and to enable the Purchaser to become the registered holder of the Sale Shares; 1.1.5 (if the Purchaser so requires) the letter of resignation of each of the existing directors of the Company as a director of the Company, resigning from his office as a director of the Company and acknowledging and agreeing that he has no claims whatsoever against in the Company (whether for compensation for loss subject to the production of office or otherwiseproperly stamped transfers); 1.3.2 appoint persons nominated by the relevant Buyer as directors and, with respect to the US Group Companies as officers, with effect from the Closing Dateend of the meeting; 1.1.6 (if 1.3.3 accept the Purchaser resignations of each director and officer resigning so requires) as to take effect from the letter of resignation end of the company secretary meeting; and 1.3.4 vote in favour of changing the registered address or principal place of business of the Company to take effect on the Closing Date with acknowledgement signed by him in a form satisfactory to the Purchaser to the effect that he has no claims against the Company; 1.1.7 the certificates of incorporation, corporate seals and its Subsidiary Undertakings (if any). 1.4 At or prior to Completion, cheque booksthe Sellers shall procure that all loans, statutory indebtedness or borrowing owed or incurred by any Group Company to any third party (other than trade creditors and other books any Group Company's overdraft facility) are repaid in full and that all necessary releases in respect of charges and guarantees given to banks in respect of UK accounts are executed and delivered to the Buyers. 1.5 At Completion, the Sellers shall deliver to the Buyers all relevant deeds and documents in respect of the Company (duly written up-to-date) which are kept at the business/registered office ownership, operation or maintenance of the Company; 1.1.8 all the financial Property and accounting books and records of the Company within their possession or upon Company’s confirmation that such records are in its possession, a list setting out the address at which all such records of the Company are kept and the name of the persons in charge of such documents and their contact details, as the Purchaser shall elect;reasonable control.

Seller’s Obligations. 1.1 On Closing, the Sellers At Completion: 1. The Seller shall deliver, procure the delivery of, deliver or make available cause to be delivered to the Purchaser or the Purchaser, the following documents's Solicitors: 1.1.1 duly executed, registrable, undated and unstamped share transfer forms 1.1 a copy of all a board resolution or extracts from the minutes of a meeting of the Sale Shares in favour directors of the Purchaser; 1.1.2 if applicable, the relevant original share certificates with respect Seller (certified to the Sale Shares; 1.1.3 be a certified true copy or extract by a director or company secretary of the Seller) (i) authorising the execution and performance of this Agreement and the Transaction Documents (to which it is a party) (ii) subject to the ordinary resolution passed by the board of directors of the Company: Seller to approve the transfer of the Shares from the Seller to the Purchaser being passed (ia) approving the transfer of the Sale Shares from the Sellers Seller to the Purchaser, subject only to Purchaser in accordance with this Agreement; and (b) approving the stamping execution of the instruments of transfershare transfer form(s) in respect the Shares; 1.2 a copy of a shareholder's resolution or extracts from the minutes of a meeting of the shareholders of the Seller (certified to be a true copy or extract by a director or company secretary of the Seller) (i) authorising the execution and performance of this Agreement; and (ii) approving the entry of the name of the Purchaser into the register of members of the Company as the registered holder of the Sale Shares, subject only to stamp duty on the transfer of the Sale Shares being duly paid, and from the making Seller to the Purchaser; 1.3 any power of such attorney or other entries into other corporate records authority under which this Agreement is executed on behalf of the Company as may be necessary; andSeller; (iii1.4 share transfer form(s) if applicable, authorising of all the issuance of new share certificates in respect of Shares duly executed by the Sale Shares Seller in favour of the Purchaser together with definitive share certificate(s) showing the Seller as the registered holder and any necessary Singaporean Stamp Duty Documents; 1.5 to the cancellation extent not in the possession of a Group Company, where they have been issued, share certificates showing the name of one of the existing share certificates Group Companies as registered holder in respect of all the Sale Shares registered under the name of the Sellers; 1.1.4 any waiver, consent or other documents as may be required to give to the Purchaser good title to the Sale Shares and to enable the Purchaser to become the registered holder of the Sale Shares; 1.1.5 (if the Purchaser so requires) the letter of resignation of shares in each of the existing directors Subsidiaries or in the case of a subsidiary without share certificates, other evidence, in form reasonably acceptable to the Purchaser, demonstrating the ownership by one of the Company as Group Companies of all the interests in such subsidiary; 1.6 a director counterpart of the CompanyTax Deed, resigning from his office as a director duly executed by or on behalf of the Company and acknowledging and agreeing that he has no claims whatsoever against the Company (whether for compensation for loss of office or otherwise), with effect from the Closing DateSeller; 1.1.6 (if the Purchaser so requires) the letter of resignation 1.7 a copy of the company secretary of the Company to take effect on the Closing Date with acknowledgement signed by him in a form satisfactory to the Purchaser to the effect that he has no claims against the CompanyCompletion Disclosure Letter; 1.1.7 the certificates of incorporation, corporate seals (if any), cheque books, statutory and other books of the Company (duly written up-to-date) which are kept at the business/registered office of the Company; 1.1.8 all the financial and accounting books and records of the Company or upon Company’s confirmation that such records are in its possession, a list setting out the address at which all such records of the Company are kept and the name of the persons in charge of such documents and their contact details, as the Purchaser shall elect;

Seller’s Obligations. 1.1 On At the Closing, Seller shall deliver the Sellers -------------------- following: (a) Seller shall deliver, procure the delivery of, or make available execute and deliver to the Purchaser, Purchaser the following documents: 1.1.1 duly executed, registrablecertificates, undated and unstamped share transfer forms of all of the Sale Shares in favour of the Purchaser; 1.1.2 if applicable, the relevant original share certificates with respect to the Sale Shares; 1.1.3 a certified true copy or extract of the resolution passed by the board of directors of the Companyother items: (i) approving Xxxx of Sale and Assumption Agreement in the transfer of the Sale Shares from the Sellers to the Purchaser, subject only to the stamping of the instruments of transferform attached hereto as SCHEDULE 5.3(a)(i); (ii) Officer's Certificate, including an incumbency certification and further certifying as to the existence and good standing of the Seller, the accuracy of all representations and warranties of the Seller, the adoption by the Board of Directors and shareholders of the Seller of resolutions authorizing and approving the entry transaction; (iii) Certificate of Good Standing of the name Seller issued by the Office of Secretary of State of Colorado dated as of a date not more than ten (10) days prior to the Purchaser into the register of members of the Company as the registered holder of the Sale Shares, subject only to stamp duty on the transfer of the Sale Shares being duly paid, and the making of such other entries into other corporate records of the Company as may be necessaryClosing; and (iiiiv) if applicableSuch other documents, authorising the issuance of new share certificates in respect of the Sale Shares in favour of the Purchaser certificates, and the cancellation of the existing share certificates in respect of the Sale Shares registered under the name of the Sellers; 1.1.4 any waiver, consent or other documents items as may be required to give be delivered by the Seller pursuant to the terms of this Agreement or as may be reasonably requested by the Purchaser good to effectuate the transaction herein described. (b) Seller shall deliver to Purchaser ownership of and title to the Sale Shares Acquired Assets, free and clear of any and all liens, claims and encumbrances, except as otherwise herein contemplated; (c) Seller shall deliver to enable the Purchaser to become the registered holder such confirmations of the Sale Shares; 1.1.5 (if the Purchaser so requires) the letter of resignation of each consent to assumption of the existing directors Assumed Liabilities as may be requested by Purchaser; and (d) Seller shall have provided Purchaser with an opinion of the Company Seller's counsel, in form and content as a director of the Company, resigning from his office as a director of the Company and acknowledging and agreeing that he has no claims whatsoever against the Company (whether for compensation for loss of office or otherwise), with effect from the Closing Date; 1.1.6 (if the Purchaser so requires) the letter of resignation of the company secretary of the Company to take effect on the Closing Date with acknowledgement signed by him in a form satisfactory to the Purchaser to the effect that he has no claims against the Company; 1.1.7 the certificates of incorporation, corporate seals (if any), cheque books, statutory and other books of the Company (duly written up-to-date) which are kept at the business/registered office of the Company; 1.1.8 all the financial and accounting books and records of the Company or upon Company’s confirmation that such records are in its possession, a list setting out the address at which all such records of the Company are kept and the name of the persons in charge of such documents and their contact details, as the Purchaser shall elect;herein contemplated.

Seller’s Obligations. 1.1 On ClosingSeller and Shareholders, as the Sellers case may be, shall deliverdeliver to Buyer or Acquisition Sub as the case may be (or other parties identified herein), procure together with funds sufficient to pay all Taxes necessary for the delivery oftransfer, filing or make available to the Purchaser, the following documents: 1.1.1 duly executed, registrable, undated and unstamped share transfer forms of all of the Sale Shares in favour of the Purchaser; 1.1.2 if applicable, the relevant original share certificates with respect to the Sale Shares; 1.1.3 a certified true copy or extract of the resolution passed by the board of directors of the Companyrecording thereof: (i) approving a bxxx of sale, assignment and assumption agreement for the transfer of the Sale Shares from the Sellers to the Purchaser, subject only to the stamping all of the instruments Assets (excluding the Subsidiary Stock) and Acquisition Sub’s undertaking and assumption of transferthe Assumed Liabilities in the form mutually agreed to by Acquisition Sub and Seller (the “Bxxx of Sale, Assignment and Assumption Agreement”), executed by Seller; (ii) approving the entry an assignment and assumption of the name any contracts, documents, permits, Government Authorizations, Certifications, licenses or such other appropriate document or instrument of the Purchaser into the register of members of the Company transfer, as the registered holder of the Sale Sharescase may require, subject only each in form and substance reasonably satisfactory to stamp duty on the transfer of the Sale Shares being duly paid, Acquisition Sub and the making of such other entries into other corporate records of the Company as may be necessary; andits counsel and executed by Seller; (iii) if applicableassignments of all Intellectual Property Rights executed by Seller and (a) an assignment of inventions by Axxxx Xxxxx in favor of Seller effective prior to the Closing, authorising and (b) assignments of any rights in Seller’s web site or the issuance content therein from all of new share certificates Seller’s current employees who were involved in respect the creation, design and content of Seller’s web site effective prior to the Sale Shares Closing, in favour of the Purchaser forms mutually agreed to by Acquisition Sub and the cancellation of the existing share certificates in respect of the Sale Shares registered under the name of the SellersSeller; 1.1.4 any waiver(iv) such other deeds, consent or bills of sale, assignments, certificates of title, documents and other documents instruments of transfer and conveyance as may reasonably be required requested by Acquisition Sub, each in form and substance reasonably satisfactory to give to the Purchaser good title to the Sale Shares Acquisition Sub and to enable the Purchaser to become the registered holder of the Sale Sharesits legal counsel and executed by Seller; 1.1.5 (if v) a consulting agreement in the Purchaser so requiresform of Exhibit 2.7(a)(v), executed by Anton (the “Consulting Agreement”) (vi) a proprietary rights and non-competition agreement in the letter form of resignation of Exhibit 2.7(a)(vi) (the “Proprietary Rights Agreement”) executed by each of the existing directors Shareholders. (vii) an Escrow Agreement by and among Seller, Buyers and Pepe & Hazard LLP, as escrow agent (“Escrow Agent”), in the form of Exhibit 2.7(a)(vii) (the “Escrow Agreement”), executed by Seller; (viii) a certificate executed by each of Seller, Subsidiary and Anton as to the accuracy of their representations and warranties as of the Company date of this Agreement and as a director of the Company, resigning from his office Closing in accordance with Section 7.1 and as to their compliance with and performance of their covenants and obligations to be performed or complied with at or before the Closing in accordance with Section 7.2; (ix) (A) a director certificate of the Company Secretary of Seller certifying, as complete and acknowledging and agreeing that he has no claims whatsoever against the Company (whether for compensation for loss of office or otherwise), with effect from the Closing Date; 1.1.6 (if the Purchaser so requires) the letter of resignation accurate as of the company secretary Closing, attached copies of the Company to take effect on Governing Documents of Seller, certifying and attaching all requisite resolutions or actions of Seller’s board of directors and shareholders approving the Closing Date with acknowledgement signed execution and delivery of this Agreement and the consummation of the Contemplated Transactions and the change of name contemplated by him in a form satisfactory Section 5.8 and certifying to the Purchaser incumbency and signatures of the officers of Seller executing this Agreement and any other document relating to the Contemplated Transactions and accompanied by the requisite documents for amending the relevant Governing Documents of Seller required to effect that he has no claims against such change of name and consent for Acquisition Sub to use such name in Pennsylvania, each in form sufficient for filing with the Companyappropriate Governmental Body; 1.1.7 the certificates of incorporation, corporate seals (if any), cheque books, statutory and other books of the Company (duly written up-to-date) which are kept at the business/registered office of the Company; 1.1.8 all the financial and accounting books and records of the Company or upon Company’s confirmation that such records are in its possession, a list setting out the address at which all such records of the Company are kept and the name of the persons in charge of such documents and their contact details, as the Purchaser shall elect;

Seller’s Obligations. 1.1 On At the Closing, Seller will deliver to Buyer or accomplish the Sellers shall deliverfollowing: • Seller will assign and transfer to Buyer good and valid title in and to the Shares, procure free and clear of all Encumbrances, by delivery to Buyer stock certificates evidencing the delivery ofShares, in genuine and unaltered form, duly endorsed in blank, or make available accompanied by stock powers duly executed in blank; • all required third-party and governmental consents that if not obtained would result in a Material Adverse Effect; • a true and complete copy, certified by the Secretary of Seller, of the resolutions duly and validly adopted by the Board of Directors and stockholders of Seller evidencing their authorization of the execution and delivery of this Agreement, the Transaction Documents and the consummation of the transactions contemplated hereby and thereby; • a certificate of a duly authorized officer of Seller certifying as to the Purchaseraccuracy in all respects of the matters set forth in Exhibit B, as if made on the following documents: 1.1.1 Closing Date (such certificate shall be deemed to become a part of this Agreement); • the Transaction Documents (as applicable), duly executedexecuted by an authorized officer of Seller and/or the Company, registrable, undated and unstamped share transfer forms as applicable; • evidence of payment in full of all third party indebtedness (other than Capital Leases) of the Sale Shares in favour Company and all intercompany indebtedness of the Purchaser; 1.1.2 if applicable, the relevant original share certificates with respect to the Sale Shares; 1.1.3 a certified true copy or extract of the resolution passed by the board of Company; • resignation letters for those officers and directors of the Company:Company that are set forth on Schedule 1 of the Disclosure Letter; • opinion of counsel to the Seller, substantially in the form attached hereto as Exhibit E; (i) approving a properly executed statement satisfying the transfer requirements of the Sale Shares from the Sellers Treas. Reg. Sees. 1.897-2(h) and 1.1445-2(c)(3) in a form reasonably acceptable to the Purchaser, subject only to the stamping of the instruments of transfer; Buyer or (ii) approving a certificate of non-foreign status satisfying the entry requirements of the name of the Purchaser into the register of members of the Company as the registered holder of the Sale Shares, subject only to stamp duty on the transfer of the Sale Shares being duly paid, and the making of such other entries into other corporate records of the Company as may be necessary; and (iiiTreas. Reg. Sec. 1.1445-2(b) if applicable, authorising the issuance of new share certificates in respect of the Sale Shares in favour of the Purchaser and the cancellation of the existing share certificates in respect of the Sale Shares registered under the name of the Sellers; 1.1.4 any waiver, consent or other documents as may be required to give to the Purchaser good title to the Sale Shares and to enable the Purchaser to become the registered holder of the Sale Shares; 1.1.5 (if the Purchaser so requires) the letter of resignation of each of the existing directors of the Company as a director of the Company, resigning from his office as a director of the Company and acknowledging and agreeing that he has no claims whatsoever against the Company (whether for compensation for loss of office or otherwise), with effect from the Closing Date; 1.1.6 (if the Purchaser so requires) the letter of resignation of the company secretary of the Company to take effect on the Closing Date with acknowledgement signed by him in a form satisfactory reasonably acceptable to the Purchaser to the effect that he has no claims against the Company; 1.1.7 the certificates of incorporation, corporate seals (if any), cheque books, statutory Buyer; and other books of the Company (duly written up-to-date) which are kept at the business/registered office of the Company; 1.1.8 all the financial and accounting books and records of the Company or upon Company’s confirmation that such records are in its possession, • a list setting out the address at which all such records of the Company are kept and the name of the persons in charge of such documents and their contact details, as the Purchaser shall elect;properly executed IRS Form 8023.

Seller’s Obligations. 1.1 On ClosingAt Completion, the Sellers shall deliver, procure the delivery of, or make available Seller must deliver to the Purchaser, the following documentsBuyer: 1.1.1 (a) a duly executed, registrable, undated and executed but unstamped share transfer forms of all of the Sale Shares in favour of the Purchaser; 1.1.2 if applicableShares, together with the relevant original share certificates with respect to the Sale Sharescertificates; 1.1.3 a certified true copy or extract of the resolution passed by the board of directors of the Company: (i) approving the transfer of the Sale Shares from the Sellers to the Purchaser, subject only to the stamping of the instruments of transfercommon seal and any duplicate or official seals; (ii) approving the entry any Memorandum and Articles of the name of the Purchaser into the register of members Association of the Company as in the registered holder possession of the Sale Shares, subject only to stamp duty on the transfer of the Sale Shares being duly paid, and the making of such other entries into other corporate records of the Company as may be necessary; andSeller; (iii) if applicable, authorising the issuance all minutes of new share certificates in respect meetings of the Sale Shares in favour of the Purchaser directors and the cancellation of the existing share certificates in respect of the Sale Shares registered under the name of the Sellers; 1.1.4 any waiver, consent or other documents as may be required to give to the Purchaser good title to the Sale Shares and to enable the Purchaser to become the registered holder of the Sale Shares; 1.1.5 (if the Purchaser so requires) the letter of resignation of each of the existing directors of the Company as a director of the Company, resigning from his office as a director of the Company and acknowledging and agreeing that he has no claims whatsoever against the Company (whether for compensation for loss of office or otherwise), with effect from the Closing Date; 1.1.6 (if the Purchaser so requires) the letter of resignation of the company secretary of the Company to take effect on the Closing Date with acknowledgement signed by him in a form satisfactory to the Purchaser to the effect that he has no claims against the Company; 1.1.7 the certificates of incorporation, corporate seals (if any), cheque books, statutory and other books of the Company (duly written up-to-date) which are kept at the business/registered office shareholders of the Company; 1.1.8 (iv) all registers of the financial Company; (v) copies of all income tax returns lodged by the Company before the Completion Date and accounting books supporting tax return work papers in possession of the Company; (vi) all books, ledgers, records and records other documents and data of the Company in either written or upon Company’s confirmation electronic form; and (vii) a signed notice to each Purchaser under the Sale Contracts nominating a new Bank Account into which proceeds of sale of Petroleum can be made; (c) a legal opinion by the Seller's Solicitors (or by an attorney qualified to give such an opinion in the jurisdiction in which the Seller is incorporated) in a form reasonably satisfactory to the Buyer and the Buyer's Solicitors stating that such records are this Agreement is, and will be, enforceable against the Seller in all respects in accordance with its possession, terms; (d) a list setting out the address at which all such records certificate signed on behalf of the Company Seller by two authorised officers (AUTHORISED OFFICERS) stating that all the representations and warranties given by the Seller in this Agreement are kept true and correct as at Completion and that the Seller is not in breach of any of its obligations under this Agreement; (e) copies of board resolutions certified as true and correct by an Authorised Officer in which the directors of the Seller authorise the execution of this Agreement and the name performance of the persons in charge Seller of such documents and their contact details, as the Purchaser shall electtransactions contemplated by this Agreement;

Seller’s Obligations. 1.1 On ClosingAt Completion, the Sellers shall deliver, procure the delivery of, or make available Seller must deliver to the Purchaser, the following documentsBuyer: 1.1.1 (a) a duly executed, registrable, undated and executed but unstamped share transfer forms of all of the Sale Shares in favour of the Purchaser; 1.1.2 if applicableShares, together with the relevant original share certificates with respect to the Sale Sharescertificates; 1.1.3 a certified true copy or extract of the resolution passed by the board of directors of the Company: (i) approving the transfer of the Sale Shares from the Sellers to the Purchaser, subject only to the stamping of the instruments of transfercommon seal and any duplicate or official seals; (ii) approving the entry any Memorandum and Articles of the name of the Purchaser into the register of members Association of the Company as in the registered holder possession of the Sale Shares, subject only to stamp duty on the transfer of the Sale Shares being duly paid, and the making of such other entries into other corporate records of the Company as may be necessary; andSeller; (iii) if applicable, authorising the issuance all minutes of new share certificates in respect meetings of the Sale Shares in favour of the Purchaser directors and the cancellation of the existing share certificates in respect of the Sale Shares registered under the name of the Sellers; 1.1.4 any waiver, consent or other documents as may be required to give to the Purchaser good title to the Sale Shares and to enable the Purchaser to become the registered holder of the Sale Shares; 1.1.5 (if the Purchaser so requires) the letter of resignation of each of the existing directors of the Company as a director of the Company, resigning from his office as a director of the Company and acknowledging and agreeing that he has no claims whatsoever against the Company (whether for compensation for loss of office or otherwise), with effect from the Closing Date; 1.1.6 (if the Purchaser so requires) the letter of resignation of the company secretary of the Company to take effect on the Closing Date with acknowledgement signed by him in a form satisfactory to the Purchaser to the effect that he has no claims against the Company; 1.1.7 the certificates of incorporation, corporate seals (if any), cheque books, statutory and other books of the Company (duly written up-to-date) which are kept at the business/registered office shareholders of the Company; 1.1.8 (iv) all registers of the financial Company; (v) copies of all income tax returns lodged by the Company before the Completion Date and accounting books supporting tax return work papers in possession of the Company; (vi) all books, ledgers, records and records other documents and data of the Company in either written or upon Company’s confirmation that such records are electronic form; and (vii) a signed notice to each Purchaser under the Sale Contracts nominating a new Bank Account into which proceeds of sale of Petroleum can be made; (c) a release and discharge in its possession, a list setting out the address at which all such records favour of the Company are kept in respect of the Inter-company Loans; (d) a legal opinion by the Seller's Solicitors in a form reasonably satisfactory to the Buyer and the name Buyer's Solicitors stating that this Agreement is, and will be, enforceable against the Seller in all respects in accordance with its terms; (e) a certificate signed on behalf of the persons Seller by two authorised officers (AUTHORISED OFFICERS) stating that all the representations and warranties given by the Seller in charge this Agreement are true and correct as at Completion and that the Seller is not in breach of such documents any of its obligations under this Agreement; (f) copies of board resolutions certified as true and their contact detailscorrect by an Authorised Officer in which the directors of the Seller authorise the execution of this Agreement and the performance of the Seller of the transactions contemplated by this Agreement; (g) certificates of incumbency in respect of each Authorised Officer confirming the authority of each of them to sign the certificate referred to in Clause 9.3(e) on behalf of the Seller; and (h) the Adjustment Amount, as if the Purchaser shall elect;Seller Account plus interest at the Agreed Rate calculated daily and compounded monthly is greater than the Buyer Account plus interest at the Agreed Rate calculated daily and compounded monthly.

Seller’s Obligations. 1.1 On ClosingAt Completion, the Sellers Seller shall deliverdeliver or procure to be delivered to the Buyer: 1.1.1 (if not already delivered) as evidence of the authority of each person executing this Agreement and the Deed of Assignment and any other document(s) referred to in this Schedule 2 on the Seller's behalf, procure certified copies of: (a) the minutes of a duly held meeting of, or the resolutions in writing of, the directors of the Seller (or a duly constituted committee thereof) approving and authorising, among other things, the execution and delivery of, or make available and the performance by the Seller of its obligations under this Agreement and the Deed of Assignment and the other relevant document(s) referred to in this Schedule 2 to which the PurchaserSeller is a party and, the following documents: 1.1.1 duly executed, registrable, undated and unstamped share transfer forms where such execution is authorised by a committee of all of the Sale Shares in favour of the Purchaser; 1.1.2 if applicable, the relevant original share certificates with respect to the Sale Shares; 1.1.3 a certified true copy or extract of the resolution passed by the board of directors of the Company:Seller, such minutes of a duly held meeting of the directors constituting such committee or the relevant extract thereof; or (ib) approving the power of attorney conferring the authority, if any, in each case certified to be a true copy by a Hong Kong qualified solicitor or a director or secretary of the Seller; 1.1.2 original duly executed sold note(s) and instrument(s) of transfer in respect of the Sale Share; 1.1.3 a copy of the written resolutions of the directors of the Company referred to in Paragraph 1.2 below; 1.1.4 a draft of the updated register of members of the Company showing the Buyer and/or its nominee(s) as member(s) of the Company in respect of the Sale Share, the updated copy of which to be provided within one month after Completion; 1.1.5 draft share certificate(s) of the Company in relation to the Sale Share to be issued in the name of the Buyer and/or its nominees, the original of which to be provided within one month after Completion; 1.1.6 the Deed of Assignment duly executed by the Seller; and 1.1.7 the Asset Management Agreement duly executed by, among others, the Company and Xxxx Xx Asset Management Limited as asset manager of the Approved Project. 1.2 The Seller shall cause a meeting of the board of directors of the Company to be duly held, or shall otherwise cause written resolutions of the directors of the Company to be validly passed, to approve the transfer of the Sale Shares from Share and register the Sellers to the Purchaser, subject only to the stamping Buyer and/or its nominee(s) as member(s) of the instruments of transfer; (ii) approving the entry Company in respect of the name of the Purchaser into Sale Share in the register of members of the Company as the registered holder of the Sale Shares, subject only to stamp duty on the transfer of the Sale Shares being duly paid, and the making of such other entries into other corporate records of the Company as may be necessary; and (iii) if applicable, authorising the issuance of new share certificates in respect of the Sale Shares in favour of the Purchaser and the cancellation of the existing share certificates in respect of the Sale Shares registered under the name of the Sellers; 1.1.4 any waiver, consent or other documents as may be required to give to the Purchaser good title to the Sale Shares and to enable the Purchaser to become the registered holder of the Sale Shares; 1.1.5 (if the Purchaser so requires) the letter of resignation of each of the existing directors of the Company as a director of the Company, resigning from his office as a director of the Company and acknowledging and agreeing that he has no claims whatsoever against the Company (whether for compensation for loss of office or otherwise), with effect from the Closing Date; 1.1.6 (if the Purchaser so requires) the letter of resignation of the company secretary of the Company to take effect on the Closing Date with acknowledgement signed by him in a form satisfactory to the Purchaser to the effect that he has no claims against the Company; 1.1.7 the certificates of incorporation, corporate seals (if any), cheque books, statutory and other books of the Company (duly written up-to-date) which are kept at the business/registered office of the Company; 1.1.8 all the financial and accounting books and records of the Company or upon Company’s confirmation that such records are in its possession, a list setting out the address at which all such records of the Company are kept and the name of the persons in charge of such documents and their contact details, as the Purchaser shall elect;.

Seller’s Obligations. 1.1 On ClosingAt Completion, the Sellers shall deliver, procure the delivery of, or make available Seller must deliver to the Purchaser, the following documentsBuyer: 1.1.1 (a) a duly executed, registrable, undated and executed but unstamped share transfer forms of all of the Sale Shares in favour of the Purchaser; 1.1.2 if applicableShares, together with the relevant original share certificates with respect to the Sale Sharescertificates; 1.1.3 a certified true copy or extract of the resolution passed by the board of directors of the Company: (i) approving the transfer of the Sale Shares from the Sellers to the Purchaser, subject only to the stamping of the instruments of transfercommon seal and any duplicate or official seals; (ii) approving the entry any Memorandum and Articles of the name of the Purchaser into the register of members Association of the Company as in the registered holder possession of the Sale Shares, subject only to stamp duty on the transfer of the Sale Shares being duly paid, and the making of such other entries into other corporate records of the Company as may be necessary; andSeller; (iii) if applicable, authorising the issuance all minutes of new share certificates in respect meetings of the Sale Shares in favour of the Purchaser directors and the cancellation of the existing share certificates in respect of the Sale Shares registered under the name of the Sellers; 1.1.4 any waiver, consent or other documents as may be required to give to the Purchaser good title to the Sale Shares and to enable the Purchaser to become the registered holder of the Sale Shares; 1.1.5 (if the Purchaser so requires) the letter of resignation of each of the existing directors of the Company as a director of the Company, resigning from his office as a director of the Company and acknowledging and agreeing that he has no claims whatsoever against the Company (whether for compensation for loss of office or otherwise), with effect from the Closing Date; 1.1.6 (if the Purchaser so requires) the letter of resignation of the company secretary of the Company to take effect on the Closing Date with acknowledgement signed by him in a form satisfactory to the Purchaser to the effect that he has no claims against the Company; 1.1.7 the certificates of incorporation, corporate seals (if any), cheque books, statutory and other books of the Company (duly written up-to-date) which are kept at the business/registered office shareholders of the Company; 1.1.8 (iv) all registers of the financial Company; (v) copies of all income tax returns lodged by the Company before the Completion Date and accounting books supporting tax return work papers in possession of the Company; (vi) all books, ledgers, records and records other documents and data of the Company in either written or upon Company’s confirmation electronic form; and (vii) a signed notice to each Purchaser under the Sale Contracts nominating a new Bank Account into which proceeds of sale of Petroleum can be made; (c) a legal opinion by the Seller's Solicitors in a form reasonably satisfactory to the Buyer and the Buyer's Solicitors stating that such records are this Agreement is, and will be, enforceable against the Seller in all respects in accordance with its possession, terms; (d) a list setting out the address at which all such records certificate signed on behalf of the Company Seller by two authorised officers (AUTHORISED OFFICERS) stating that all the representations and warranties given by the Seller in this Agreement are kept true and correct as at Completion and that the Seller is not in breach of any of its obligations under this Agreement; (e) copies of board resolutions certified as true and correct by an Authorised Officer in which the directors of the Seller authorise the execution of this Agreement and the name performance of the persons Seller of the transactions contemplated by this Agreement; (f) certificates of incumbency in charge respect of such documents each Authorised Officer confirming the authority of each of them to sign the certificate referred to in Clause 9.3(e) on behalf of the Seller; and (g) the Adjustment Amount, if the Seller Account plus interest at the Agreed Rate calculated daily and their contact details, as compounded monthly is greater than the Purchaser shall elect;Buyer Account plus interest at the Agreed Rate calculated daily and compounded monthly.

Seller’s Obligations. 1.1 On Closingthe Closing Date, Seller shall deliver to Purchaser: (a) such bills of sale, endorsements, assignments, and other appropriate instruments of conveyance, all in form and substance reasonably satisfactory to legal counsel for Purchaser as shall be necessary to for the purpose of transferring, assigning, and conveying to Purchaser on the Closing Date all of Seller's light, title, and interest in and to the Business and the Business Assets in accordance with the terms and conditions hereof, and to otherwise consummate the transactions contemplated by this Agreement, including, without limitation, the Sellers shall deliverFacility Documents; (b) the legal opinion of Seller's Assistant General Counsel, procure the delivery of, or make available to the Purchaser, the following documents: 1.1.1 duly executed, registrable, undated and unstamped share transfer forms of all dated as of the Sale Shares Closing Date, in favour of the a form reasonably satisfactory to legal counsel for Purchaser; 1.1.2 if applicable(c) the Contracts, the relevant original share certificates with respect Business Records, and similar written documents pertaining or relating to the Sale SharesBusiness Assets; 1.1.3 (d) a certified true copy Certificates of Good Standing for Seller's issued by the Secretary of States of New York and Ohio; (e) a certificate signed by Seller's Secretary or extract Assistant Secretary which certifies (i) the resolutions of the resolution passed by Board of Directors of Seller approving and authorizing the board execution, delivery, and performance of directors this Agreement and the instruments, documents, and transactions contemplated herein and (ii) the names and signatures of the Company:officers of the Purchaser authorized to execute and deliver all such instruments; (f) all contracts, files, documents, data, records, and information of Seller relating to the conduct of the ASD business or the Business Assets, all of which may be delivered to the custody of Purchaser at offices of the Business; (g) UCC termination statements necessary to release any UCC-1 statements (if any) affecting the Business Assets; (h) copies of all consents, assignments, and waivers received by Seller for the consummation of the transaction contemplated by this Agreement; and (i) approving the transfer of the Sale Shares from the Sellers all other documents required to the Purchaser, subject only be delivered by Seller to the stamping of the instruments of transfer; (ii) approving the entry of the name of the Purchaser into the register of members of the Company as the registered holder of the Sale Shares, subject only to stamp duty on the transfer of the Sale Shares being duly paid, and the making of such other entries into other corporate records of the Company as may be necessary; and (iii) if applicable, authorising the issuance of new share certificates in respect of the Sale Shares in favour of the Purchaser and the cancellation of the existing share certificates in respect of the Sale Shares registered at Closing under the name provisions of the Sellers; 1.1.4 any waiver, consent or other documents as may be required to give to the Purchaser good title to the Sale Shares and to enable the Purchaser to become the registered holder of the Sale Shares; 1.1.5 (if the Purchaser so requires) the letter of resignation of each of the existing directors of the Company as a director of the Company, resigning from his office as a director of the Company and acknowledging and agreeing that he has no claims whatsoever against the Company (whether for compensation for loss of office or otherwise), with effect from the Closing Date; 1.1.6 (if the Purchaser so requires) the letter of resignation of the company secretary of the Company to take effect on the Closing Date with acknowledgement signed by him in a form satisfactory to the Purchaser to the effect that he has no claims against the Company; 1.1.7 the certificates of incorporation, corporate seals (if any), cheque books, statutory and other books of the Company (duly written up-to-date) which are kept at the business/registered office of the Company; 1.1.8 all the financial and accounting books and records of the Company or upon Company’s confirmation that such records are in its possession, a list setting out the address at which all such records of the Company are kept and the name of the persons in charge of such documents and their contact details, as the Purchaser shall elect;this Agreement.

Seller’s Obligations. 1.1 On Closing, the Sellers Seller shall deliver, procure the delivery of, deliver or make available to the Purchaser, Purchaser the following documentsfollowing: 1.1.1 the Tax Indemnity duly executed, registrable, undated and unstamped share transfer forms of all of executed by the Sale Shares in favour of the PurchaserSeller; 1.1.2 if applicablethe Ancillary Agreements (other than the Netherlands APA) and the Local Transfer Documents (including, where relevant, any notarial deeds referred to in this Agreement) duly executed by the relevant original share certificates with respect to members of the Sale SharesSeller’s Group; 1.1.3 a certified true copy valid power of attorney or extract such other evidence that the Seller, and each of its relevant Affiliates, are authorised to execute the resolution passed by Tax Indemnity, the board of directors of Ancillary Agreements and the Company: Local Transfer Documents (i) approving the transfer of the Sale Shares from the Sellers including, where relevant, any notarial deeds referred to in this Agreement), in each case to the Purchaser, subject only to the stamping of the instruments of transfer; (ii) approving the entry of the name of the Purchaser into the register of members of the Company as the registered holder of the Sale Shares, subject only to stamp duty on the transfer of the Sale Shares being duly paid, and the making of such other entries into other corporate records of the Company as may be necessary; and (iii) if applicable, authorising the issuance of new share certificates in respect of the Sale Shares in favour of the Purchaser and the cancellation of the existing share certificates in respect of the Sale Shares registered under the name of the Sellersextent that they are parties thereto; 1.1.4 any waivera certificate, consent or other documents as may be required to give dated the Closing Date and signed by person a duly authorised by the Seller, to the Purchaser good title to effect that the Sale Shares and to enable the Purchaser to become the registered holder of the Sale Sharescondition set forth in Clause 4.1.6 has been satisfied; 1.1.5 (if the Purchaser so requires) the letter required, a written resignation of resignation each director and secretary of each of the existing directors Flu Group Companies in respect of his or her position as director or secretary, as the Company as a director of the Companycase may be, resigning from his office as a director of the Company and acknowledging and agreeing that he has no claims whatsoever against the Company (whether for compensation for loss of office or otherwise), with in each case taking effect from the Closing Dateon Closing; 1.1.6 the statutory books of each Flu Group Company (written up to, but not including, the Closing) and the certificate of incorporation, share certificates and common seal (if the Purchaser so requiresany) the letter of resignation of the company secretary of the Company to take effect on the Closing Date with acknowledgement signed by him in a form satisfactory to the Purchaser to the effect that he has no claims against the each Flu Group Company; 1.1.7 the certificates of incorporation, corporate seals (if any), cheque books, statutory and other books novation of the Company (GSK Ancillary Agreements duly written up-to-date) which are kept at executed by GSK or its representatives, provided that, in the business/registered office event that the transaction entered into between the Seller and GSK in respect of the Company;sale of the Seller’s vaccines business has not completed, then instead of the novation of the GSK Ancillary Agreements, the Seller shall deliver agreements duly executed by the relevant members of the Seller’s Group to provide the services contemplated by the GSK Ancillary Agreements to the Flu Group Companies on the same or substantially similar, but no worse, terms as are set out in the GSK Ancillary Agreements; and 1.1.8 to the extent they have been obtained, all the financial and accounting books and records of the Company or upon Company’s confirmation that such records are in its possession, a list setting out the address at which all such records of the Company are kept and the name of the persons in charge of such documents and their contact detailsProperty Third Party Consents and, as the Purchaser shall elect;case may be, Sublease Consents, required to complete or give practical effect to the Separation so that the relevant Flu Group Companies may lawfully use the Marburg MF59® Premises following Closing.

Seller’s Obligations. 1.1 On At the Closing, Seller shall deliver or cause to be delivered to Purchaser the Sellers shall deliverfollowing: (a) the Operation Assets; (b) the Transferred Materials; (c) the Employee Information in format, procure structure and media reasonably requested by Purchaser and agreed by Seller; (d) a copy of the resolutions of the Board of Directors (or equivalent body) of Seller authorizing the execution, delivery ofand performance of this Agreement and the Ancillary Agreements; (e) a receipt for the Shares, or make available duly executed by Seller; 58 / 72 (f) a receipt for the Closing Payment, duly executed by Seller; (g) the certificate to the effect set forth in clauses 5.2.1, 5.2.2, 5.2.6 and 5.2.9, dated the Closing Date, signed on behalf of Seller by an appropriate officer; (h) the consents and agreement described in Schedule 7; (i) a counterpart of the Umbrella Transitional Services Agreement, including Schedule 1 thereto prepared in accordance with Schedule 6 and as otherwise mutually agreed by the Parties, executed by Seller; (j) a counterpart of the Intellectual Property Transfer and License Agreement, executed by Seller; (k) a counterpart of each Local Transfer Agreement, executed by Seller or one of its Affiliates; (l) the Seller Registered Intellectual Property Assignments, executed by Seller; (m) a counterpart of the Technology Services Agreement, executed by Seller; (n) a counterpart of the Master License Agreement, executed by Seller; (o) a U.S. Internal Revenue Service Form W-8BEN pursuant to clause 6.3.2 of the Intellectual Property Transfer and License Agreement; and (p) such further instruments and documents as may be reasonably required and requested by Purchaser before the Closing Date to be delivered by Seller pursuant to the terms of this Agreement in connection with the closing of the Transaction or to complete the transfer of the Operation Assets and the Employees to Purchaser, the following documents: 1.1.1 duly executedincluding good, registrable, undated and unstamped share transfer forms sufficient instruments of all of the Sale Shares in favour of the Purchaser; 1.1.2 if applicable, the relevant original share certificates assignment with respect to the Sale Shares;Transferred Patents, Transferred IPRs and Transferred Materials in recordable form and endorsements, consents, assignments and other good and sufficient instruments of conveyance and assignment necessary or appropriate to vest in Purchaser all right, title and interest in, to and under the Operation Assets, including the Transferred Patents, Transferred IPRs and Transferred Materials. 1.1.3 1. The Netherlands 2. United States of America (assignment and assumption agreement and xxxx of sale) 1. Incorporation, authority, corporate action 1.1 Purchaser and each Affiliate of Purchaser party to any Ancillary Agreement or delivering any Purchaser Document validly exists and is a certified true copy company duly incorporated and registered under the laws of its jurisdiction of organization. Purchaser and each Affiliate of Purchaser party to any Ancillary Agreement or extract delivering any Purchaser Document has all necessary legal and corporate right, authority, power and capacity to own its property and assets and to carry on its business as presently conducted and is in good standing or qualified to do business in each jurisdiction where the failure to be in good standing or so qualified, individually or in the aggregate with any such other failures, would reasonably be expected to have a Material Adverse Effect on Purchaser. 1.2 Purchaser and each Affiliate of Purchaser party to any Ancillary Agreement or delivering any Purchaser Document has taken or will have taken by the Closing Date all corporate or other action required by it to authorise it to perform its obligations pursuant to this Agreement and the Ancillary Agreements. The execution and delivery of this Agreement and the Ancillary Agreements by Purchaser and each Affiliate of Purchaser party to any Ancillary Agreement or delivering any Purchaser Document and the consummation of the resolution passed Transaction has been duly authorized by the board of directors of the Company: (i) approving the transfer of the Sale Shares from the Sellers to the Purchaser, subject only to the stamping of the instruments of transfer; (ii) approving the entry of the name of the Purchaser into the register of members of the Company as the registered holder of the Sale Shares, subject only to stamp duty all necessary corporate action on the transfer part of the Sale Shares being duly paidPurchaser and its stockholders. This Agreement has been, and the making Ancillary Agreements will be, duly executed and delivered by Purchaser or the Affiliate of such Purchaser party thereto and, assuming due authorization, execution and delivery by the other entries into other corporate records parties hereto and thereto, represents or will represent the legal, valid and binding obligation of Purchaser or the Company as may be necessary; and (iii) if applicableAffiliate of Purchaser party thereto, authorising enforceable against Purchaser or the issuance Affiliate of new share certificates Purchaser party thereto in respect of the Sale Shares in favour of the Purchaser and the cancellation of the existing share certificates in respect of the Sale Shares registered under the name of the Sellers; 1.1.4 any waiveraccordance with its terms, consent or other documents as may be required to give to the Purchaser good title to the Sale Shares and to enable the Purchaser to become the registered holder of the Sale Shares; 1.1.5 (if the Purchaser so requires) the letter of resignation of each of the existing directors of the Company as a director of the Company, resigning from his office as a director of the Company and acknowledging and agreeing that he has no claims whatsoever against the Company (whether for compensation for loss of office or otherwise), with effect from the Closing Date; 1.1.6 (if the Purchaser so requires) the letter of resignation of the company secretary of the Company to take effect on the Closing Date with acknowledgement signed by him in a form satisfactory to the Purchaser subject to the effect that he has no claims against the Company; 1.1.7 the certificates of incorporation(1) applicable bankruptcy, corporate seals (if any)insolvency, cheque booksreorganization, statutory moratorium and other books similar Laws now and hereunder in effect relating to the rights of the Company creditors generally and (duly written up-to-date2) which are kept at the business/registered office rules of the Company; 1.1.8 all the financial law and accounting books equity governing specific performance, injunctive relief and records of the Company or upon Company’s confirmation that such records are in its possession, a list setting out the address at which all such records of the Company are kept and the name of the persons in charge of such documents and their contact details, as the Purchaser shall elect;other equitable remedies.

Seller’s Obligations. 1.1 On Closing, At Completion (and against receipt in full by the Sellers Seller of the funds referred to in Clause 6.3.1): (a) the Seller’s Representative shall deliver, or procure the delivery ofthat there is delivered, or make available to the Purchaser, Buyer (or its representatives) the following documents: 1.1.1 duly executed, registrable, undated and unstamped share transfer forms of all of the Sale Shares in favour of the Purchaser; 1.1.2 if applicable, the relevant original share certificates with respect to the Sale Shares; 1.1.3 a certified true copy or extract of the resolution passed by the board of directors of the Companyitems: (i) approving the original share transfer form(s), duly executed by the Seller, in respect of the transfer of the Sale Shares from which are registered in the Sellers Seller's name to the Purchaser, subject only to the stamping of the instruments of transferBuyer; (ii) approving the entry original share certificate(s) for the Shares registered in the Seller's name (or a duly executed indemnity in the agreed form in respect thereof); (iii) the Stamp Duty Documents, duly executed or endorsed where so required; (iv) executed copies of each Pay-Off Letter and each Security Release Agreement; (v) an irrevocable power of attorney in the agreed form duly executed by the Seller in favour of the name Buyer in respect of the Purchaser into Shares which enables the Buyer (pending registration of the relevant transfers) to attend and vote at general meetings of the Company and exercise all other rights attaching to the Shares and to appoint proxies for this purpose with immediate effect from the Completion Date; (vi) resignation letters from: (A) Xxxx Xxx Xxxxxx with respect to her positions as director of the Company, director of Printed Circuits International Incorporated, director of PCI Technology Enabler Pte. Ltd and commissioner of PT PCI Elektronik Internasional; (B) Xxxxxx Xxxxxxx with respect to his positions as director of the Company, secretary of Printed Circuits International Incorporated and director of PCI Technology Enabler Pte. Ltd; and (C) Xxxxx Xxx Yaw, with respect to his position as director of the Company, in each case in the agreed form, executed as a deed and relinquishing any right (past, present or future) against each relevant Group Company for loss of office (whether contractual, statutory or otherwise); (vii) without prejudice to the provisions of paragraph 1.1(a)(vi) above, if requested by the Buyer, letters of resignation, in the agreed form, of each director, secretary, commissioner or legal representative (if applicable and to the extent so requested by the Buyer in writing five (5) Business Days before Completion) of the Company and/or any other Group Company (as applicable) expressed to take effect from US 171550818 Completion, in each case executed as a deed and relinquishing any right (past, present or future) against the Company or, as appropriate, the relevant Group Company for loss of office (whether contractual, statutory or otherwise); (viii) a copy of the written resolutions, or minutes of a duly held meeting, of the directors of the Seller authorising the execution by the Seller of this Agreement (and each other Transaction Document to be signed by the Seller) in connection with this Agreement or a copy of the power of attorney conferring the authority of each person executing this Agreement (and each other Transaction Document to be signed by the Seller) in connection with this Agreement on the Seller's behalf; and (ix) a copy of the duly updated electronic register of members of the Company reflecting the Buyer as the registered holder shareholder of the Sale Shares, subject only to stamp duty on the transfer of the Sale Shares being duly paid, and the making of such other entries into other corporate records of the Company as may be necessary; and (iii) if applicable, authorising the issuance of new share certificates in respect of the Sale Shares in favour of the Purchaser and the cancellation of the existing share certificates in respect of the Sale Shares registered under the name of the Sellers; 1.1.4 any waiver, consent or other documents as may be required to give to the Purchaser good title to the Sale Shares and to enable the Purchaser to become the registered holder of the Sale Shares; 1.1.5 1.2 the Seller shall procure the passing of resolutions of (if and procure the Purchaser so requires) delivery to the letter Buyer of resignation of each a copy of the existing directors written resolutions or minutes of the Company as a director of the Company, resigning from his office as a director of the Company and acknowledging and agreeing that he has no claims whatsoever against the Company (whether for compensation for loss of office or otherwise), with effect from the Closing Date; 1.1.6 (if the Purchaser so requires) the letter of resignation of the company secretary of the Company to take effect on the Closing Date with acknowledgement signed by him in a form satisfactory to the Purchaser to the effect that he has no claims against the Company; 1.1.7 the certificates of incorporation, corporate seals (if any), cheque books, statutory and other books of the Company (duly written up-to-date) which are kept at the business/registered office of the Company; 1.1.8 all the financial and accounting books and records of the Company or upon Company’s confirmation that such records are in its possession, a list setting out the address at which all such records of the Company are kept and the name of the persons in charge of such documents and their contact details, as the Purchaser shall elect;held meeting of):

Seller’s Obligations. 1.1 On ClosingNo later than two Business Days prior to Completion, the Sellers shall delivermust ensure that the following items are delivered to the Notary: (a) a copy of the Notary Letter signed by the authorised representatives of CMPFH and CMP; (b) the original shareholders' registers (aandeelhoudersregisters) of each of CMS and Plator; (c) original executed and duly legalised and apostilled (if required) powers of attorney in such form as required by the Notary, procure authorising the delivery specified attorney(s) to appear before the Notary and on behalf of CMPFH, CMP, CMS and Plator, to sign the Notarial Deeds at Completion in order to effect Completion in accordance with clause 6 and the Notary Letter; and (d) photocopies of a valid passport of the signatories of the powers of attorney on behalf of CMPFH, CMP, CMS and Plator as referred to in paragraph 1.1(c) of this Schedule 5. 1.2 At or immediately prior to Completion, the Sellers must ensure that the following items are delivered to the Buyer: (a) evidence satisfactory to the Buyer of the capacity and authority of each person executing a Transaction Document and each document referred to in this Schedule 5 on the Sellers' behalf; (b) instruments of transfer of all the CZHL Shares and the CBML Shares properly executed by the registered holders of those shares in favour of, respectively, the Chello Zone Buyer and the DMC Buyer (or make available any other person that the Buyer nominates for the purpose pursuant to clause 2.4 of the Agreement) together with the share certificates relating to the PurchaserCZHL Shares and the CBML Shares; (c) irrevocable powers of attorney in the agreed form duly executed by each of the registered holders of the CZHL Shares and the CBML Shares in favour of, respectively, the following documents: 1.1.1 duly executed, registrable, undated Chello Zone Buyer and unstamped share transfer forms the DMC Buyer (or any other person that the Buyer nominates for the purpose pursuant to clause 2.4 of the Agreement) to enable such person to exercise all of voting and other rights attaching to the Sale Shares in favour pending registration of the Purchasertransfers to such person or its nominee; 1.1.2 (d) the stock power in respect of the stock certificate for the Chello Latam Sale Shares duly executed by XXXX; (e) if, and only if applicablethe steps in paragraph 1.9 of Schedule 4 have not been completed prior to the Completion Date, the stock power in respect of the stock certificate for the CMC Inc Pref Shares duly executed by LMINT; (f) the endorsement on the back of the share certificate for the CCE HU Shares duly executed by CCEEH; (g) Novation Agreements duly signed by the relevant original share certificates with respect Seller or Sellers' Retained Group Company; (h) a certificate signed by a director of CMP addressed to the Sale Shares; 1.1.3 a certified true copy or extract Buyer confirming that the transfer of the resolution passed by DMC Business has been implemented in accordance with (i) the board of directors DMC Carve-Out Agreement (as amended solely pursuant to clause 5.12); and (ii) in all material respects with the Restructuring Paper (including the execution of the Company:DMC TSA by all parties thereto) and attaching a duly executed copy of the executed DMC Carve-Out Agreement and the DMC TSA; (i) approving the a duly executed instrument of transfer of the Sale Shares from interest held by the Sellers Seller Group in LMI Programming South America S.A properly executed by the registered holders of those shares in favour of Liberty Uruguay Inc. (or the limited liability company into which it converts in accordance with clause 1.7 of Schedule 4) together with the share certificates relating to the Purchaser, subject only to the stamping of the instruments of transferinterest so transferred; (iij) approving the entry of the name of the Purchaser into the register of members of the Company as the registered holder of the Sale Shares, subject only to stamp duty on the transfer of the Sale Shares being a simple form sale and purchase agreement duly paid, and the making of such other entries into other corporate records of the Company as may be necessary; and (iii) if applicable, authorising the issuance of new share certificates executed by all parties thereto in respect of the Sale ZELLC Shares in favour of the Purchaser between CZHL and the cancellation of the existing share certificates in respect of the Sale Shares registered under the name of the CMPFH or such other Sellers; 1.1.4 any waiver, consent or other documents as may be required to give to the Purchaser good title to the Sale Shares and to enable the Purchaser to become the registered holder of the Sale Shares; 1.1.5 (if the Purchaser so requires) the letter of resignation of each of the existing directors of the ' Retained Group Company as a director CMPFH may nominate, together with the updated list of the Company, resigning from his office as a director of the Company participants and acknowledging and agreeing that he has no claims whatsoever against the Company (whether for compensation for loss of office or otherwise), with effect an extract from the Closing DateEGRUL reflecting the transfer of shares to CMPFH (or such other Sellers' Retained Group Company as CMPFH may nominate) executed before the Russian public notary; 1.1.6 (if the Purchaser so requires) the letter of resignation of the company secretary of the Company to take effect on the Closing Date with acknowledgement signed by him in a form satisfactory to the Purchaser to the effect that he has no claims against the Company; 1.1.7 the certificates of incorporation, corporate seals (if any), cheque books, statutory and other books of the Company (duly written up-to-date) which are kept at the business/registered office of the Company; 1.1.8 all the financial and accounting books and records of the Company or upon Company’s confirmation that such records are in its possession, a list setting out the address at which all such records of the Company are kept and the name of the persons in charge of such documents and their contact details, as the Purchaser shall elect;

Seller’s Obligations. 1.1 On Closing, Closing the Sellers shall deliver, procure the delivery of, or make available will: (a) deliver to the Purchaser, the following documents: 1.1.1 duly executed, registrable, undated and unstamped share transfer forms Buyer transfers of all of the Sale Shares Shares, in the form of Transfer Agreements, duly executed by the registered holders thereof in favour of the PurchaserBuyer or its Nominee(s); 1.1.2 if applicable(b) deliver to the Buyer a certified copy of the Tax Declaration duly filed with the competent Tax authority, together with a receipt of payment of the relevant original respective Tax due thereunder; (c) deliver to the Buyer the originals of the share certificates with in respect of all of the Shares, duly endorsed in the name of the Buyer (or its Nominee(s)) or an indemnity in lieu thereof in a form acceptable to the Sale SharesBuyer; 1.1.3 a certified true copy or extract of (d) deliver to the resolution passed by Buyer the board of directors of Registry and insert into the Company: (i) approving Registry, and sign, an annotation evidencing the transfer of the Sale Shares from the Sellers to the Purchaser, subject only to the stamping of the instruments of transfer; (ii) approving the entry of Buyer and the name of the Purchaser into the register of members of the Company Buyer as the registered holder of the Sale Shares, subject only to stamp duty on Shares as required under the transfer laws of Cyprus; (e) procure that the Directors (other than the Continuing Directors) of each member of the Sale Shares being duly paid, Group retire from all their offices and the making of such other entries into other corporate records employments with any member of the Company Group, each delivering to the Buyer a letter of resignation in the Agreed Form made out in favour of the relevant members of the Group acknowledging that he has no claim outstanding for compensation or otherwise; (f) deliver to the Buyer the Tax Deed duly executed by the Sellers; (g) deliver to the Buyer the Escrow Agreement duly signed by the Sellers’ Representative; (h) deliver to the Buyer the Disclosure Letter duly signed by the Sellers or on their behalf by the Sellers’ Representative; (i) deliver to the Buyer as may be necessary; andagent for the relevant member of the Group: (i) in the case of the Company, its statutory and other books (duly written up to date) and its certificate(s) of incorporation; (ii) in the case of Specifar and Alet, the shareholders’ register of each of them (duly written up to date) and their certificates of incorporation; (iii) if applicable, authorising the issuance of new share certificates in respect of the Sale Shares entire issued share capital of Specifar in favour the name of the Purchaser Company; (iv) service agreements, in the Agreed Form, between each of Xxxxxxxx Xxxxxxxxxxxx, Xxxxxx Xxxxxxxxxxxx, Xxxxxx Xxxxxxxxxxxx, Xxxxxx Xxxxxxxx and Xxxxxxxx, each executed by the cancellation employee named therein; (v) minutes of board meetings of the Group to be held at which there shall be (as applicable): (A) passed a resolution to approve, in the case of the Company, the transfers of the Shares to the Buyer (or its Nominee) and to register, in the register of members, the Buyer (or its Nominee) as the legal owner of the Shares; (B) appointed as directors such persons as the Buyer may nominate such appointments to take effect at the close of the meeting; (C) tendered and accepted the resignations and acknowledgements of the Directors referred to in Clause 3.2(e) each such acceptance to take effect at the close of the meeting; (D) revoked all existing authorities to banks and new authorities shall be given to such banks and on such terms as the Buyer may direct; and 10 (E) in the case of Specifar approved and entered into the service agreements, referred to in Clause 3.2(i)(iv). (j) deliver to the Buyer, in connection with the acquisition by Xxxxxxxx, prior to the Closing Date, of the entire issued share capital of Alet (the “Alet Shares”): (i) certificates in respect of the Sale Shares registered under entire issued share capital of Alet in the name of the SellersXxxxxxxx; 1.1.4 any waiver(ii) copies of the agreements transferring the Alet Shares, consent or other documents as may be duly executed by the former registered holders thereof, in favour of Xxxxxxxx, and duly stamped by the competent Tax authority confirming that all Tax due from the sellers of the Alet Shares have been paid; (iii) certified copies of the tax declarations required to give to be signed by the Purchaser good title to sellers of the Sale Alet Shares and filed with the Tax Office in accordance with article 13 of Greek tax law 2238/1994, as in force from time to enable the Purchaser to become the registered holder time; and (iv) copies of the Sale resolution(s) approving the transfers of the Alet Shares to Specifar and the registration, in the register of members, of Specifar as the legal owner of the Alet Shares; 1.1.5 (k) procure the discharge of all guarantees and like obligations given by any member of the Group in respect of the obligations of any other person (other than another member of the Group), such discharge to be given in Agreed Form; (l) pay, or procure the payment, to the Company on behalf of the relevant member of the Group the aggregate of all amounts owed as at Closing by any Seller or any member of the Sellers’ Group, to any member of the Group, together with all accrued interest, if any, which shall be treated as discharged to the Purchaser so requiresextent of that payment; (m) deliver to the letter Buyer a deed of resignation release from each Seller and each member of the Sellers’ Group in the Agreed Form in respect of all and any liabilities, obligations and claims whatsoever whether actual or contingent which may be due or owing to them by any member of the Group; (n) in relation to each member of the Group, deliver to the Buyer: (i) statements from each bank at which any of them has an account, giving the balance of each account at the close of business on the existing directors of the Company as a director of the Company, resigning from his office as a director of the Company and acknowledging and agreeing that he has no claims whatsoever against the Company (whether for compensation for loss of office or otherwise), with effect from the Closing Datelast Business Day before Closing; 1.1.6 (if ii) all cheque books in current use and written confirmation that no cheques have been written since those statements were prepared; (iii) details of their cashbook balances; and (iv) reconciliation statements reconciling the Purchaser so requirescash book balances and the cheque books with the bank statements delivered; and (o) the letter of resignation of the company secretary of the Company to take effect on the Closing Date with acknowledgement signed by him in a form satisfactory deliver to the Purchaser Buyer the original of any power of attorney in Agreed Form under which any document to be delivered to the effect that he Buyer under this Clause 3.2 has no claims against the Company; 1.1.7 the certificates of incorporation, corporate seals (if any), cheque books, statutory and other books of the Company (duly written up-to-date) which are kept at the business/registered office of the Company; 1.1.8 all the financial and accounting books and records of the Company or upon Company’s confirmation that such records are in its possession, a list setting out the address at which all such records of the Company are kept and the name of the persons in charge of such documents and their contact details, as the Purchaser shall elect;been executed.