Common use of Closing Actions Clause in Contracts

Closing Actions. 7.2.1 On the Closing Date, the Parties shall perform the following actions (the “Closing Actions”): (i) the Seller shall confirm the outstanding amount, including any interest accrued, under the Additional Funding, if any, that must be repaid on the Closing Date in order to fully repay and terminate the shareholder loan in respect of the Additional Funding (the “Outstanding Amount”); (ii) if the W&I Insurance has been entered into by the Closing Date, (a) the Seller shall deliver to the Purchaser a copy of the Bring-Down Certificate, and (b) the Purchaser shall deliver to the Seller evidence of the fact that the W&I Insurance includes an express waiver from the W&I Insurer of any rights of subrogation as set forth in Clause 13.2.4; (iii) the Purchaser shall pay the Purchase Price to the Seller by transferring the amount set out in Clause 3.1 to the Seller by means of a wire transfer of immediately available funds to the bank account of such Seller as notified by it to the Purchaser; (iv) the Purchaser shall pay the Outstanding Amount, if any, to the Seller by transferring the amount notified to it pursuant to Clause 7.2.1 (i) to the Seller by means of a wire transfer of immediately available funds to the bank account of the Seller as notified by it to the Purchaser; (v) following receipt of the Purchase Price, the Seller shall deliver to the Purchaser a written statement confirming receipt of the Purchase Price; (vi) following receipt of the Outstanding Amount under the Additional Funding, if any, the Seller shall deliver to the Purchaser a written statement confirming receipt thereof and confirming the repayment and termination of the underlying shareholder loan; (vii) the Seller shall deliver evidence to the Purchaser that the pledge on the Shares pursuant to a share pledge agreement dated 20 November 2023 between the Seller as security provider and KBC Bank NV as security agent has been fully and irrevocable released; (viii) the Purchaser and the Seller shall record and sign the transfer of the Shares by the Seller to the Purchaser in the share register of the Company; (ix) the Seller shall deliver to the Purchaser a duly signed letter pursuant to which the Seller grants Euronav a priority right for certain commercial opportunities, substantially on the terms as included in Schedule 7.2.1(ix), and Euronav shall countersign such letter for acceptance; (x) to the extent necessary, the Parties shall sign an assignment agreement pursuant to which the Seller shall assign, to ▇▇▇.▇▇▇▇, the “▇▇▇.▇▇▇▇” sign as well as any related trademarks, trade names, domain names, copyrights and similar Intellectual Property Rights, substantially on the terms as included in Schedule 7.2.1(x); (xi) the Parties shall sign, and the Seller shall cause any other relevant entity of the CMB Group (with the exclusion of Euronav and its affiliates) to sign a license agreement in relation to the licensing of the “Bocimar”, “Bochem” and “Delphis” (word and/or device) signs, substantially on the terms as included in Schedule 7.2.1(xi); (xii) to the extent any Windcat Domain Names are registered in name of an entity of the CMB Group other than a Group Company, the Seller shall deliver evidence of the transfer of such domain name to a Group Company; and (xiii) the Seller shall deliver to the Purchaser evidence of the satisfaction of its pre-Closing Covenants set forth in Clause 6.6. 7.2.2 The effectiveness of each of the Closing Actions is conditional upon the fulfilment of all of the other Closing Actions. 7.2.3 The Purchaser may at any time waive any of the Closing Actions required to be done by the Seller, and the Seller may at any time waive any of the Closing Actions required to be done by the Purchaser. 7.2.4 If a Party fails to fulfil any of its Closing Actions, then the Purchaser (if the Seller fails to fulfil any of its Closing Actions) or the Seller (if the Purchaser fails to fulfil any of its Closing Actions) may: (i) proceed to Closing to the extent reasonably possible and permitted by Law, which shall include for the avoidance of doubt the right to claim specific performance; (ii) defer Closing, in which event the provisions of this Clause 7 shall apply to Closing so deferred, provided that Closing cannot be deferred past the Long Stop Date; or (iii) terminate this Agreement in accordance with Clause 15, in which case all Closing Actions already fulfilled shall be deemed null and void. Such termination right is without prejudice to any other rights or remedies which the non-defaulting Party may have under applicable Law against the Party in breach of its Closing Actions.

Closing Actions. 7.2.1 On the Closing Date, the Parties shall perform the following actions (the “Closing Actions”):At Closing, (i) the Seller shall confirm the outstanding amount, including any interest accrued, under the Additional Funding, if any, that must be repaid on the Closing Date in order to fully repay and terminate the shareholder loan in respect of the Additional Funding (the “Outstanding Amount”); (ii) if the W&I Insurance has been entered into by the Closing Date, (a) the Seller Purchaser shall provide the Sellers with the documentation regarding the release of Sellers Security set forth in Section 7.3; (b) the relevant Sellers shall provide the Purchaser with the powers of attorney described in Section 7.5; (c) the Sellers shall deliver to the Purchaser a an executed copy of the Bring-Down Certificaterelease documentation in the agreed form in relation to the Facilities Agreement and the related finance documentation (together the “Financing Documents”) issued by UniCredit Bank AG (formerly Bayerische Hypo- und Vereinsbank AG) acting as facility agent and/or as security agent (as applicable) under the Financing Documents, such release documentation to evidence and confirm that, subject only to the transfer to the Purchaser of the TV Sweden Holding Shares, (i) all security interest over the TV Sweden Holding Shares and the shares in SBS TV AB under the Financing Documents and (bii) TV Sweden Holding and SBS TV AB in their capacity as guarantors under the Purchaser shall deliver Financing Documents are fully released (subject to the Seller evidence of the fact that the W&I Insurance includes an express waiver from the W&I Insurer of any rights of subrogation as set forth in Clause 13.2.4mandatory local law notarization, filing or (de)registration requirements or waiting periods); (iiid) the Designated Entity shall sell and assign the P7S1 Receivables to the Purchaser or a Nominated Entity on the basis of the draft transfer agreement attached hereto as Annex 10.2(d), and the Purchaser or the Nominated Entity shall assume the P7S1 Payables, subject to and with effect as per the transfer in rem of all Sold Shares to Purchaser; (e) the Purchaser shall pay the Total Purchase Price to the Seller by transferring Sellers' Account with effect as of the amount set out in Clause 3.1 to the Seller by means of a wire transfer of immediately available funds to the bank account of such Seller as notified by it to the PurchaserClosing Date; (ivf) Seller 1 shall deliver to Purchaser the share certificates representing all Sold SWE Shares, duly endorsed in blank, and deliver to Purchaser the shares registers (aktieböcker) of TV Sweden Holding and Radio Sweden Holding, respectively, in which Purchaser has been entered as owner of the Sold SWE Shares in the share register of each relevant SWE Company (aktiebok); (g) Seller 2 shall make available to the Purchaser shall pay (x) evidence that the Outstanding Amount, if any, Purchaser has been entered as owner of the Sold NOR Shares in the share register of each relevant NOR Company (aksjeeierbok) and shareholder confirmation in accordance with sections 4-10 of the Norwegian Private Limited Companies Act (aksjebevis); and (y) a copy of the minutes of a duly held meeting of the board of directors of Radio Norge authorizing the transfer of the Sold Radio Norge Shares to the Purchaser as contemplated by this Agreement; (h) Seller by transferring 2 shall deliver to Purchaser all the amount notified 4 (in words: four) issued original share certificates representing 50 percent of the issued share capital for SBS Denmark duly endorsed in blank (including the endorsements in respect of the transfer of such shares to it pursuant Seller 2 from SBS Belgium N.V. dated April 29, 2011) and deliver the original share register (ejerbog) of SBS Denmark to Clause 7.2.1the Purchaser evidencing that the Purchaser has been entered as owner of the Sold DEN Shares in the share register of SBS Denmark; (i) Seller 2 shall deliver to Purchaser (i) duly endorsed share certificates representing all Sold FIN Shares and (ii) evidence that the Seller by means of a wire transfer of immediately available funds to the bank account Purchaser has been entered as owner of the Seller as notified by it to Sold FIN Shares in the Purchasershare and shareholder register of SBS Finland (osake- ja osakasrekisteri); (vj) following receipt of the Purchase Price, the Seller 3 shall deliver to the Purchaser (i) a written statement confirming receipt copy of the Purchase Price; (vi) following receipt of the Outstanding Amount under the Additional Funding, if any, the consent by Seller shall deliver to the Purchaser a written statement confirming receipt thereof and confirming the repayment and termination of the underlying shareholder loan; (vii) the Seller shall deliver evidence to the Purchaser that the pledge on the Shares pursuant to a share pledge agreement dated 20 November 2023 between the Seller as security provider and KBC Bank NV as security agent has been fully and irrevocable released; (viii) the Purchaser and the Seller shall record and sign 1 approving the transfer of the Sold UK Shares as required by the articles of association of Seller 3, (ii) a duly executed stock transfer form in favor of Purchaser and the share certificates in respect of the Sold UK Shares (or a duly executed indemnity, in agreed form, for any lost certificates), (iii) a copy of the minutes of a duly held meeting of the board of directors of SBS UK authorizing the registration of the transfer of the Sold UK Shares to the Purchaser (subject to stamping), (iv) the certificate of incorporation, the statutory books and the common seal of SBS UK (or make these items available to Purchaser at the registered office of SBS UK), and (v) powers of attorney in the share register respect of the Companyrights attaching to the Sold UK Shares executed by Seller 3 (and Purchaser hereby agrees to indemnify and hold harmless Seller 3 from and against all losses, liabilities, costs, fees and other expenses that Seller 3 may incur as a result of any action taken by the Purchaser in exercising such rights); (ixk) the Seller shall deliver to the Purchaser a duly signed letter pursuant to which the Seller grants Euronav a priority right for certain commercial opportunities, substantially on the terms as included in Schedule 7.2.1(ix), and Euronav shall countersign such letter for acceptance; (x) to the extent necessary, the Parties shall sign an assignment agreement pursuant to which take all measures required under applicable law and the Seller shall assign, to ▇▇▇.constitutional documents of ▇▇▇▇, the “▇▇▇.▇ to transfer all shares in ▇▇▇▇” sign ▇ from the relevant company of the P7S1 Group as well as any related trademarks, trade names, domain names, copyrights and similar Intellectual Property Rights, substantially on shareholder to the terms as included in Schedule 7.2.1(x)Purchaser or the Nominated Entity; (xil) the Sellers and the Purchaser and (if applicable) any Nominated Entity shall execute and consummate the Tax Covenant. (m) Seller 1 and the Purchaser or a Nominated Entity (as applicable) shall execute and consummate the SWE Executives Transfer Agreement. All of the above Closing actions shall be deemed to take place simultaneously, provided that, for practical reasons, the Closing actions shall take place in the above sequence. The Parties shall signexecute a closing protocol confirming the due occurrence of all or, and as the Seller shall cause case may be, waiver of certain Closing actions, which shall, however, not have any other relevant entity of the CMB Group (constitutive effect with the exclusion of Euronav and its affiliates) to sign a license agreement in relation respect to the licensing occurrence of the “Bocimar”, “Bochem” and “Delphis” (word and/or device) signs, substantially on the terms as included in Schedule 7.2.1(xi); (xii) to the extent any Windcat Domain Names are registered in name of an entity of the CMB Group other than a Group Company, the Seller shall deliver evidence of the transfer of such domain name to a Group Company; and (xiii) the Seller shall deliver to the Purchaser evidence of the satisfaction of its pre-Closing Covenants set forth in Clause 6.6. 7.2.2 The effectiveness of each of the Closing Actions is conditional upon the fulfilment of all of the other Closing Actions. 7.2.3 The Purchaser may at any time waive any of the Closing Actions required to be done by the Selleractions, and the Seller may at any time waive any of the Closing Actions required to be done by the Purchaserbut shall only have declaratory effect for evidentiary purposes. 7.2.4 If a Party fails to fulfil any of its Closing Actions, then the Purchaser (if the Seller fails to fulfil any of its Closing Actions) or the Seller (if the Purchaser fails to fulfil any of its Closing Actions) may: (i) proceed to Closing to the extent reasonably possible and permitted by Law, which shall include for the avoidance of doubt the right to claim specific performance; (ii) defer Closing, in which event the provisions of this Clause 7 shall apply to Closing so deferred, provided that Closing cannot be deferred past the Long Stop Date; or (iii) terminate this Agreement in accordance with Clause 15, in which case all Closing Actions already fulfilled shall be deemed null and void. Such termination right is without prejudice to any other rights or remedies which the non-defaulting Party may have under applicable Law against the Party in breach of its Closing Actions.

Closing Actions. 7.2.1 On At the Closing DateClosing, the Parties shall perform the following actions (the “Closing Actions”): (i) the Seller shall confirm the outstanding amount, including any interest accrued, under the Additional Funding, if any, that must be repaid on the Closing Date in order to fully repay and terminate the shareholder loan in respect of the Additional Funding (the “Outstanding Amount”); (ii) if the W&I Insurance has been entered into taken by the Closing Date, Parties: (a) the Seller shall deliver to the Purchaser a copy of the Bring-Down Certificate, and (b) the Purchaser shall deliver to the Seller evidence of the fact that the W&I Insurance includes an express waiver from the W&I Insurer of any rights of subrogation as set forth in Clause 13.2.4; (iii) the Purchaser The Buyer shall pay the Purchase Price to the Seller by transferring the amount set out in Clause 3.1 to the Seller by means of a wire transfer of immediately available funds to such bank account(s) designated in writing by the bank account of Seller (such Seller as notified by it designation to be made at least three (3) Business Days prior to the Purchaser;Closing Date), the Cash Consideration in respect of the Purchased Interests. (ivb) The Buyer shall issue the Purchaser shall pay the Outstanding AmountAgreed Shares, if any, to the Seller (or any of its wholly-owned Subsidiaries as designated by transferring the amount notified Seller to it pursuant the Buyer in writing) and shall deliver to Clause 7.2.1the Seller (or any of its wholly-owned Subsidiaries as designated by the Seller to the Buyer in writing) evidence of such issuance in non-certificated book-entry form, in each case duly authorized and validly issued, fully paid and nonassessable, and delivered free and clear of any Encumbrances except those imposed under applicable securities Laws. (c) The Buyer shall pay, on behalf of the applicable members of the Company Group, (i) the amounts as set forth in each of the payoff letter(s) delivered pursuant to Section 7.21 (and, to the Seller extent applicable, Section 7.15(d)(xi)) to such Persons as set forth in such payoff letter with respect to all Indebtedness to be repaid on the Closing Date and the appropriate amounts payable in respect of the Notes Redemption, including, for the avoidance of doubt (i) the Credit Facilities Payoff Amount to the applicable administrative agent (for such administrative agent’s own benefit and the benefit of the lenders (and other secured parties) under the Credit Facilities or other facilities, as applicable) in accordance with the applicable terms of the Credit Facilities, and (ii) the Existing Notes Redemption Amount to the trustee under the Existing Notes Indenture in accordance with the applicable terms of the Existing Notes Indenture. (d) If (and only if) the Agreed Stock Consideration Value equals €0, the Buyer shall deliver to the Adjustment Escrow Agent, by means of a wire transfer of immediately available funds to such bank account(s) designated in writing by the bank account Adjustment Escrow Agent (such designation to be made at least three (3) Business Days prior to the Closing Date), the Adjustment Escrow Amount for deposit in the Adjustment Escrow Account, to be held by the Adjustment Escrow Agent in the Adjustment Escrow Account and distributed by the Adjustment Escrow Agent in accordance with the terms of the Seller as notified Adjustment Escrow Agreement and the applicable provisions of this Agreement. (e) The Buyer shall pay, on behalf of the applicable members of the Company Group, by it wire transfer of immediately available funds to such bank account(s) designated in writing by each Person to whom any portion of the Company Expenses is owed (such designation to be made at least three (3) Business Days prior to the Purchaser;Closing Date), an amount in cash equal to the portion of the Company Expenses owing to such Person; provided, however, that the Company shall use reasonable best efforts to deliver or cause to be delivered to the Buyer at least three (3) Business Days prior to the Closing final invoices, wire instructions and all other information necessary for payment at Closing with respect to such Company Expenses payable at the Closing (to the extent applicable), provided, that if any final invoice, wire instructions or other information necessary for payment with respect to such Company Expenses is delivered to the Buyer after the date that is three (3) Business Days prior to the Closing, then the Buyer will be permitted to pay an amount in cash equal to the portion of the Company Expenses owing to such Person within three (3) Business Days following the receipt of such final invoice, wire instructions or other information necessary for payment with respect to such Company Expenses. To the extent any Company Expenses related to any retention awards set forth on Section 5.15(g) of the Disclosure Letter are not payable until after the Closing, on the date of the next regularly scheduled payroll following when any such Company Expenses become due and payable, the Buyer shall pay, on behalf of the Company, through payroll of the applicable Company Group member to each Person to whom any portion of the Company Expenses is owed (or by the Company on any such Person’s behalf) (in each case, subject to the last sentence of Section 2.6 (regarding “wages”)), an amount in cash equal to the portion of the Company Expenses owing to such Person net of any applicable withholding Taxes. (vf) following receipt If (and only if) the Agreed Stock Consideration Value equals €0, the Buyer shall deliver to the Seller and the Adjustment Escrow Agent, a copy of the Purchase PriceAdjustment Escrow Agreement, duly executed by the Buyer. (g) If (and only if) the Agreed Stock Consideration Value equals €0, the Seller shall deliver to the Purchaser Buyer a written statement confirming receipt copy of the Purchase Price; (vi) following receipt of the Outstanding Amount under the Additional FundingAdjustment Escrow Agreement, if any, the Seller shall deliver to the Purchaser a written statement confirming receipt thereof and confirming the repayment and termination of the underlying shareholder loan; (vii) the Seller shall deliver evidence to the Purchaser that the pledge on the Shares pursuant to a share pledge agreement dated 20 November 2023 between the Seller as security provider and KBC Bank NV as security agent has been fully and irrevocable released; (viii) the Purchaser and the Seller shall record and sign the transfer of the Shares duly executed by the Seller and the Adjustment Escrow Agent. (h) Each of the Parties agrees that the Closing shall be effected by way of certain customary “notary” processes pursuant to the Purchaser in the share register applicable Laws of the Company; (ix) the Seller shall deliver to the Purchaser a duly signed letter pursuant to which the Seller grants Euronav a priority right for certain commercial opportunities, substantially on the terms as included in Schedule 7.2.1(ix)Netherlands, and Euronav shall countersign such letter for acceptance; (x) to the extent necessary, each of the Parties shall sign an assignment agreement cooperate with the other in good faith to identify and agree on a Dutch notary and the steps necessary to implement such processes as required pursuant to which the Seller shall assign, Laws of the Netherlands to ▇▇▇.▇▇▇▇, effectuate the “▇▇▇.▇▇▇▇” sign as well as any related trademarks, trade names, domain names, copyrights and similar Intellectual Property Rights, substantially on Closing in accordance with the terms as included in Schedule 7.2.1(x); (xi) intentions of the Parties shall sign, and the Seller shall cause any other relevant entity of the CMB Group (with the exclusion of Euronav and its affiliates) to sign a license agreement in relation to the licensing of the “Bocimar”, “Bochem” and “Delphis” (word and/or device) signs, substantially on the terms as included in Schedule 7.2.1(xi); (xii) to the extent any Windcat Domain Names are registered in name of an entity of the CMB Group other than a Group Company, the Seller shall deliver evidence of the transfer of such domain name to a Group Company; and (xiii) the Seller shall deliver to the Purchaser evidence of the satisfaction of its pre-Closing Covenants set forth in Clause 6.6. 7.2.2 The effectiveness of each of the Closing Actions is conditional upon the fulfilment of all of the other Closing Actions. 7.2.3 The Purchaser may at any time waive any of the Closing Actions required to be done by the Seller, and the Seller may at any time waive any of the Closing Actions required to be done by the Purchaser. 7.2.4 If a Party fails to fulfil any of its Closing Actions, then the Purchaser (if the Seller fails to fulfil any of its Closing Actions) or the Seller (if the Purchaser fails to fulfil any of its Closing Actions) may: (i) proceed to Closing to the extent reasonably possible and permitted by Law, which shall include for the avoidance of doubt the right to claim specific performance; (ii) defer Closing, in which event the provisions foregoing clauses of this Clause 7 shall apply to Closing so deferred, provided that Closing cannot be deferred past the Long Stop Date; or (iii) terminate this Agreement in accordance with Clause 15, in which case all Closing Actions already fulfilled shall be deemed null and void. Such termination right is without prejudice to any other rights or remedies which the non-defaulting Party may have under applicable Law against the Party in breach of its Closing ActionsSection 2.2.

Closing Actions. 7.2.1 On the Closing Date, the Parties shall perform concurrently (Zug um Zug) execute the following actions acts and execute and deliver (abschließen) the following agreements and documents (the “Closing Actions”): (a) Vendor’s Closing Deliveries The Vendor will deliver or cause to be delivered the following to the Purchaser: (i) a certified copy of resolutions of the directors of the Vendor authorizing the execution and delivery of this Agreement and all transactions contemplated hereby; (ii) a certificate of the Vendor as to the accuracy as of the Closing Date, of the Vendor’s representations and warranties, the performance of its covenants to be performed at or before the Closing with particulars of any material inaccuracy or non-performance, including the absence of any Material Adverse Change as set forth in Section 6.2(b)(vii) (the “Vendor Closing Certificate”); and (iii) a shareholders’ resolution of the Company signed by the Vendor as the sole shareholder of the Company terminating the current managing director pursuant to Section 5.12 effective as of the Effective Time and appointing one person nominated by the Purchaser as managing director of the Company with effect as of the Effective Time. (b) Guarantor’s Closing Deliveries The Guarantor will deliver the following to the Purchaser: (i) a certified copy of resolutions of the directors of the Guarantor authorizing the execution and delivery of this Agreement and all transactions contemplated hereby; and (ii) a certificate of the Guarantor as to the accuracy, as of the Closing Date, of the Guarantor’s representations and warranties with particulars of any material inaccuracy. (c) Purchaser Guarantor’s Closing Deliveries The Purchaser Guarantor will deliver the following to the Vendor: (i) a certified copy of resolutions of the directors of the Purchaser Guarantor authorizing the execution and delivery of this Agreement and all transactions contemplated hereby; and (ii) a certificate of the Purchaser Guarantor as to the accuracy, as of the Closing Date, of the Purchaser Guarantor’s representations and warranties with particulars of any material inaccuracy. (d) Purchaser’s Closing Deliveries The Purchaser will deliver the following to the Vendor: (i) the Seller shall confirm the outstanding amount, including any interest accrued, under the Additional Funding, if any, that must be repaid on the Closing Date Payment Amount in order immediately available funds pursuant to fully repay and terminate the shareholder loan in respect of the Additional Funding (the “Outstanding Amount”Section 2.2(a)(ii); (ii) if a certified copy of resolutions of the W&I Insurance has been entered into by the Closing Date, (a) the Seller shall deliver to directors of the Purchaser a copy authorizing the execution and delivery of the Bring-Down Certificate, this Agreement and (b) the Purchaser shall deliver to the Seller evidence of the fact that the W&I Insurance includes an express waiver from the W&I Insurer of any rights of subrogation as set forth in Clause 13.2.4all transactions contemplated hereby; (iii) a certificate of the Purchaser shall pay the Purchase Price as to the Seller by transferring accuracy, as of the amount set out in Clause 3.1 to the Seller by means Closing Date, of a wire transfer of immediately available funds to the bank account of such Seller as notified by it to the Purchaser;’s representations and warranties and the performance of its covenants to be performed at or before the Closing with particulars of any inaccuracy or non-performance (the “Purchaser Closing Certificate”); and (iv) the Purchaser shall pay the Outstanding Amount, if any, consent to the Seller by transferring the amount notified to it pursuant to Clause 7.2.1 (i) to the Seller by means of a wire transfer of immediately available funds to the bank account act as managing director of the Seller Company signed by the person nominated by the Purchaser to act as notified by it to the Purchaser; (v) following receipt managing director of the Purchase Price, the Seller shall deliver to the Purchaser a written statement confirming receipt Company with effect as of the Purchase Price; (vi) following receipt of the Outstanding Amount under the Additional Funding, if any, the Seller shall deliver to the Purchaser a written statement confirming receipt thereof and confirming the repayment and termination of the underlying shareholder loan; (vii) the Seller shall deliver evidence to the Purchaser that the pledge on the Shares pursuant to a share pledge agreement dated 20 November 2023 between the Seller as security provider and KBC Bank NV as security agent has been fully and irrevocable released; (viii) the Purchaser and the Seller shall record and sign the transfer of the Shares by the Seller to the Purchaser in the share register of the Company; (ix) the Seller shall deliver to the Purchaser a duly signed letter pursuant to which the Seller grants Euronav a priority right for certain commercial opportunities, substantially on the terms as included in Schedule 7.2.1(ix), and Euronav shall countersign such letter for acceptance; (x) to the extent necessary, the Parties shall sign an assignment agreement pursuant to which the Seller shall assign, to ▇▇▇Effective Time.▇▇▇▇, the “▇▇▇.▇▇▇▇” sign as well as any related trademarks, trade names, domain names, copyrights and similar Intellectual Property Rights, substantially on the terms as included in Schedule 7.2.1(x); (xi) the Parties shall sign, and the Seller shall cause any other relevant entity of the CMB Group (with the exclusion of Euronav and its affiliates) to sign a license agreement in relation to the licensing of the “Bocimar”, “Bochem” and “Delphis” (word and/or device) signs, substantially on the terms as included in Schedule 7.2.1(xi); (xii) to the extent any Windcat Domain Names are registered in name of an entity of the CMB Group other than a Group Company, the Seller shall deliver evidence of the transfer of such domain name to a Group Company; and (xiii) the Seller shall deliver to the Purchaser evidence of the satisfaction of its pre-Closing Covenants set forth in Clause 6.6. 7.2.2 The effectiveness of each of the Closing Actions is conditional upon the fulfilment of all of the other Closing Actions. 7.2.3 The Purchaser may at any time waive any of the Closing Actions required to be done by the Seller, and the Seller may at any time waive any of the Closing Actions required to be done by the Purchaser. 7.2.4 If a Party fails to fulfil any of its Closing Actions, then the Purchaser (if the Seller fails to fulfil any of its Closing Actions) or the Seller (if the Purchaser fails to fulfil any of its Closing Actions) may: (i) proceed to Closing to the extent reasonably possible and permitted by Law, which shall include for the avoidance of doubt the right to claim specific performance; (ii) defer Closing, in which event the provisions of this Clause 7 shall apply to Closing so deferred, provided that Closing cannot be deferred past the Long Stop Date; or (iii) terminate this Agreement in accordance with Clause 15, in which case all Closing Actions already fulfilled shall be deemed null and void. Such termination right is without prejudice to any other rights or remedies which the non-defaulting Party may have under applicable Law against the Party in breach of its Closing Actions.

Closing Actions. 7.2.1 On the Closing Date, the Parties Seller and the Purchaser shall perform simultaneously (Zug um Zug), take the following actions (the “Closing Actions”), provided that the Party owing the performance of a Closing Action may elect to perform such Closing Action prior to the Closing Date (which election shall not affect the maturity of any other Closing Actions): (a) payment by the Purchaser of the Escrow Amounts into the Escrow Accounts; (b) payment by the Purchaser of the Facilities Repayment Amount into the Bank Debt Account in accordance with Sections 4 and 10 above, (ii) payment of all of the other amounts included in the Initial Closing Indebtedness to the recipients thereof as set forth on the Closing Statement (and in accordance with the payment instructions thereof provided to the Purchaser by Seller with the Closing Statement) and (iii) of all Initial Closing Seller Transaction Expenses, if any, set forth in the Closing Statement (and in accordance with the payment instructions thereof provided to the Purchaser by Seller with the Closing Statement); (c) payment by the Purchaser of an amount equal to the Initial Cash Purchase Price less the Escrow Amounts less the amount of the After Tax Transaction Bonus into the Seller’s Account in accordance with Section 10 above; (d) payment by the Purchaser of an amount equal to the After Tax Transaction Bonus to ▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇; (e) delivery by the Seller of duly executed shareholder resolutions dismissing ▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇ ▇▇▇▇▇▇▇ as managing directors of Verwaltungs GmbH with full discharge for the last fiscal year; (f) delivery by the Seller of the duly executed PLTA Termination Letter and of the duly executed PLTA Termination Resolutions; (g) delivery by the Seller of the duly executed Release Agreement; (h) delivery by the Seller of the duly executed EMP Service Termination Agreement (as defined in Section 16.1 below); (i) delivery by the Seller shall confirm the outstanding amount, including any interest accrued, under the Additional Funding, if any, that must be repaid on the Closing Date in order to fully repay and terminate the shareholder loan in respect of the Additional Funding duly executed Shareholder Loan Termination Agreement; (j) delivery by the “Outstanding Amount”Seller of the duly executed agreement regarding the conversion of the Existing Profit Transfer Claim into the Existing PLTA Shareholder Loan; (k) delivery by the Seller of the duly executed Closing EMP Contribution Agreement; (l) delivery by the Seller of the duly executed agreement regarding the conversion of the PLTA Profit Transfer Claim into the PLTA Shareholder Loan; (m) delivery by the Seller of the duly executed Seller’s Closing Certificate (as defined in Section 15.3 below); (iin) if the W&I Insurance has been entered into by the Closing Date, (a) the Seller shall deliver to the Purchaser a copy execution of the Bring-Down CertificateSeller’s Group Payables Assumption Agreement between the Seller, certain Seller’s Group Companies and (b) the Purchaser shall deliver to the Seller evidence of the fact that the W&I Insurance includes an express waiver from the W&I Insurer of any rights of subrogation as set forth in Clause 13.2.4; (iii) the Purchaser shall pay the Purchase Price to the Seller by transferring the amount set out in Clause 3.1 to the Seller by means of a wire transfer of immediately available funds to the bank account of such Seller as notified by it to the Purchaser; (ivo) the Purchaser shall pay the Outstanding Amount, if any, to the Seller by transferring the amount notified to it pursuant to Clause 7.2.1 (i) to the Seller by means of a wire transfer of immediately available funds to the bank account execution of the Seller as notified by it to German Share Transfer Agreement and the Purchaser; (v) following receipt of the Purchase Price, the Seller shall deliver to the Purchaser a written statement confirming receipt of the Purchase Price; (vi) following receipt of the Outstanding Amount under the Additional Funding, if any, the Seller shall deliver to the Purchaser a written statement confirming receipt thereof and confirming the repayment and termination of the underlying shareholder loan; (vii) the Seller shall deliver evidence to the Purchaser that the pledge on the Shares pursuant to a share pledge agreement dated 20 November 2023 Belgian Share Transfer Agreement between the Seller as security provider and KBC Bank NV as security agent has been fully and irrevocable released; (viii) the Purchaser and the Seller shall record and sign the transfer of the Shares by the Seller to the Purchaser in the share register of the Company; (ix) the Seller shall deliver to the Purchaser a duly signed letter pursuant to which the Seller grants Euronav a priority right for certain commercial opportunities, substantially on the terms as included in Schedule 7.2.1(ix), and Euronav shall countersign such letter for acceptance; (x) to the extent necessary, the Parties shall sign an assignment agreement pursuant to which the Seller shall assign, to ▇▇▇.▇▇▇▇, the “▇▇▇.▇▇▇▇” sign as well as any related trademarks, trade names, domain names, copyrights and similar Intellectual Property Rights, substantially on the terms as included in Schedule 7.2.1(x); (xi) the Parties shall sign, and the Seller shall cause any other relevant entity of the CMB Group (with the exclusion of Euronav and its affiliates) to sign a license agreement in relation to the licensing of the “Bocimar”, “Bochem” and “Delphis” (word and/or device) signs, substantially on the terms as included in Schedule 7.2.1(xi); (xii) to the extent any Windcat Domain Names are registered in name of an entity of the CMB Group other than a Group Company, the Seller shall deliver evidence of the transfer of such domain name to a Group CompanyPurchaser; and (xiiip) execution of the transfer agreement (Vertragsübernahme) regarding the PLTA Shareholder Loan between the Seller shall deliver to the Purchaser evidence of the satisfaction of its pre-Closing Covenants set forth in Clause 6.6. 7.2.2 The effectiveness of each of the Closing Actions is conditional upon the fulfilment of all of the other Closing Actions. 7.2.3 The Purchaser may at any time waive any of the Closing Actions required to be done by the Seller, and the Seller may at any time waive any of the Closing Actions required to be done by the Purchaser. 7.2.4 If a Party fails to fulfil any of its Closing Actions, then the Purchaser (if the Seller fails to fulfil any of its Closing Actions) or the Seller (if the Purchaser fails to fulfil any of its Closing Actions) may: (i) proceed to Closing to the extent reasonably possible and permitted by Law, which shall include for the avoidance of doubt the right to claim specific performance; (ii) defer Closing, in which event the provisions of this Clause 7 shall apply to Closing so deferred, provided that Closing cannot be deferred past the Long Stop Date; or (iii) terminate this Agreement in accordance with Clause 15, in which case all Closing Actions already fulfilled shall be deemed null and void. Such termination right is without prejudice to any other rights or remedies which the non-defaulting Party may have under applicable Law against the Party in breach of its Closing Actions.

Closing Actions. 7.2.1 On Subject to the Closing Date, terms of this Agreement, (a) at the Parties shall perform the following actions (the “Closing Actions”):First Closing, (i) the Purchaser is delivering the First Closing Purchase Price in the amount of $1,500,000 to the Seller shall confirm by wire transfer to such account previously specified by the outstanding amount, including any interest accrued, under the Additional Funding, if any, that must be repaid on the Closing Date in order to fully repay and terminate the shareholder loan in respect of the Additional Funding (the “Outstanding Amount”)Seller; (ii) if the W&I Insurance has been entered into by the Closing Date, (a) the Seller shall deliver is delivering a Convertible Note in the face amount of the First Closing Purchase Price to the Purchaser a copy of the Bring-Down Certificate, and (b) the Purchaser shall deliver to the Seller evidence of the fact that the W&I Insurance includes an express waiver from the W&I Insurer of any rights of subrogation as set forth in Clause 13.2.4Purchaser; (iii) the Purchaser shall pay the Purchase Price Seller is delivering to the Seller by transferring each of Presencia and PVI Holding a check in the amount set out of $25,000 payable to it in Clause 3.1 to the Seller by means of a wire transfer of immediately available funds to for the bank account reimbursement of such Seller as notified by it to the Purchaser;fees and expenses described in Section 19 hereof. (iv) the Purchaser shall pay and PVI Holding are delivering to each other an intercreditor agreement (the Outstanding Amount, if any, to the Seller by transferring the amount notified to it pursuant to Clause 7.2.1 (i) to the Seller by means of a wire transfer of immediately available funds to the bank account of the Seller as notified by it to the Purchaser"Intercreditor Agreement"); (v) following receipt of the Purchase Price, the Seller shall deliver and Cablevision are delivering to each other an amendment to the Purchaser a written statement confirming receipt Option Agreement by and between the Seller and Cablevision dated as of June 25, 2002 (the Purchase Price"Option Agreement"); (vi) following receipt of the Outstanding Amount under the Additional Funding, if any, the Seller shall deliver and Cablevision are delivering to each other an amendment to the Purchaser a written statement confirming receipt thereof Proprietary Information Escrow Agreement by and confirming among the repayment Seller, Cablevision and termination ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, dated as of June 25, 2002 (the underlying shareholder loan"Escrow Agreement"); (vii) the Seller shall deliver evidence and each of ▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ are delivering to the Purchaser that the pledge on the Shares pursuant to a share pledge agreement dated 20 November 2023 between the Seller as security provider each other employment and KBC Bank NV as security agent has been fully and irrevocable releasedstock option agreements; (viii) the Purchaser Seller is delivering to PVI Holding an amended and the Seller shall record and sign the transfer restated convertible promissory note against delivery by PVI Holding of the Shares Convertible Promissory Note dated as of June 25, 2002 previously issued to PVI Holding by the Seller to (the Purchaser in the share register of the Company"Amended and Restated PVI Holding Note"); (ix) PVI Holding is delivering to the Seller shall deliver its waiver and consent with respect to the Purchaser a duly signed letter transactions contemplated hereunder to the extent required under the Stock Purchase Agreement or the PVI Holding Note Purchase Agreement, including without limitation its waiver of its rights pursuant to which Section 6.2 of the Seller grants Euronav a priority right for certain commercial opportunities, substantially on Stock Purchase Agreement as such rights relate to the terms as included issuance of shares of common stock upon exercise of the warrant described in Schedule 7.2.1(ix), and Euronav shall countersign such letter for acceptanceSection 2.4(d)(vi) that may be delivered in connection with the Fourth Closing; (x) the Seller is delivering to the extent necessary, Purchaser an opinion of the Parties shall sign an assignment agreement pursuant Seller's counsel in a form as agreed to which by the Seller shall assign, to ▇▇▇.▇▇▇▇, the “▇▇▇.▇▇▇▇” sign as well as any related trademarks, trade names, domain names, copyrights and similar Intellectual Property Rights, substantially on the terms as included in Schedule 7.2.1(x)parties; (xi) the Parties shall signSeller is delivering to the Purchaser a certificate, executed on behalf of the Seller by its Secretary, dated as of the Closing Date, certifying the resolutions of the Seller's Board approving the transactions contemplated by this Agreement and the Seller shall cause any other relevant entity of the CMB Group (with the exclusion of Euronav and its affiliates) to sign a license agreement in relation to the licensing of the “Bocimar”, “Bochem” and “Delphis” (word and/or device) signs, substantially on the terms as included in Schedule 7.2.1(xi)Transaction Documents; (xii) the Seller and the parties to the Reorganization Agreement are delivering to each other an amendment thereto and their consent to the transactions contemplated hereby; (xiii) Cablevision is delivering to the Seller its waiver and consent with respect to the transactions contemplated hereunder to the extent any Windcat Domain Names are registered in name of an entity of required under the CMB Group other than a Group Company, the Seller shall deliver evidence of the transfer of such domain name to a Group CompanyOption Agreement; and (xiiixiv) following its receipt of the First Closing Purchase Price, the Seller shall deliver is delivering to Presencia $150,000 to be applied to the Purchaser evidence principal amounts outstanding as of the satisfaction date of its pre-Closing Covenants set forth such closing with respect to the Contingent Service Fee (as such term is defined in Clause 6.6the Consultant Services Agreement) for 2001. 7.2.2 The effectiveness of each of (b) at the Closing Actions is conditional upon the fulfilment of all of the other Closing Actions. 7.2.3 The Purchaser may at any time waive any of the Closing Actions required to be done by the Seller, and the Seller may at any time waive any of the Closing Actions required to be done by the Purchaser. 7.2.4 If a Party fails to fulfil any of its Closing Actions, then the Purchaser (if the Seller fails to fulfil any of its Closing Actions) or the Seller (if the Purchaser fails to fulfil any of its Closing Actions) maySecond Closing: (i) proceed Purchaser will deliver an amount equal to the Second Closing Purchase Price by wire transfer to such account previously specified by the Seller: (ii) the Seller will deliver a Convertible Note in the aggregate principal amount of the Second Closing Purchase Price to the Purchaser; (iii) the Seller will deliver to the Purchaser a certificate, executed on behalf of the Seller by its Secretary, dated as of the Second Closing Date, certifying the resolutions of the Seller's Board and any duly authorized committee thereof, approving the transactions contemplated by this Agreement and the other Transaction Documents; and (iv) the Seller will deliver to the Purchaser an opinion of the Seller's counsel in substantially the form delivered at the First Closing. (c) at the Third Closing, subject to Presencia's delivery of an Election Notice, which shall be in Presencia's sole discretion, and PVI Holding's approval of Presencia's designee(s) (if any) designated therein, which approval will not be unreasonably withheld or delayed: (i) to the extent reasonably possible it is not already a party to this Agreement and permitted by Lawthe Intercreditor Agreement, which shall include for each Purchaser will deliver a joinder agreement in the avoidance of doubt the right to claim specific performanceform attached hereto as Annex B; (ii) defer each Purchaser will deliver an amount equal to the face amount of the Convertible Note to be issued to it to the Seller by wire transfer to such account previously specified by the Seller, it being agreed that the Purchasers will deliver an aggregate amount equal to the Third Closing Purchase Price at the Third Closing, in which event the provisions of this Clause 7 shall apply to Closing so deferred, provided that Closing cannot be deferred past the Long Stop Date; or; (iii) terminate the Seller will deliver Convertible Notes in the aggregate principal amount of the Third Closing Purchase Price to the Purchasers; (iv) the Seller will deliver to Presencia amended Presencia Warrant Certificates (the "Amended Presencia Warrant Certificates") against delivery of the Presencia Warrant Certificates; (v) the Seller will deliver to PVI Holding warrants to purchase 2,658 and 106,329 shares of the Seller's common stock substantially in the form of the Special Warrants, as amended; (vi) following its receipt of the Third Closing Purchase Price, the Seller will deliver to Presencia an amount equal to the excess of $300,645 plus accrued interest, if any, over $150,000, on account of amounts accrued as of the date of such closing with respect to the Contingent Service Fee (as such term is defined in the Consultant Services Agreement) for 2001; (vii) the Seller and PVI Holding will deliver to each other an amendment to the Stock Purchase Agreement in the form attached hereto as Exhibit 2.4(b)(vii); (viii) the Seller will deliver to the Purchasers an opinion of the Seller's counsel in substantially the form delivered at the First Closing; (ix) if neither ▇▇▇▇▇ ▇▇▇▇ nor ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ is then serving as a co-CEO of the Seller (or as the sole CEO if one of them shall cease to so serve), the Seller shall have delivered to the Purchasers and PVI Holding a certificate executed by one of its officers stating that the representations and warranties made by the Seller in Section 4 hereof are true and correct as of the Third Closing Date with the same force and effect as if they had been made on and as of said date; and (x) the Seller will deliver to the Purchaser a certificate, executed on behalf of the Seller by its Secretary, dated as of the Third Closing Date, certifying the resolutions of the Seller's Board approving the transactions contemplated by this Agreement in accordance with Clause 15and the other Transaction Documents. (d) at the Fourth Closing, in subject to Presencia's delivery of an Election Notice, which case all Closing Actions already fulfilled shall be deemed null in Presencia's sole discretion, and void. Such termination right PVI Holding's approval of Presencia's designee(s) (if any) designated therein, which approval will not be unreasonably withheld or delayed: (i) to the extent it is without prejudice not already a party to this Agreement and the Intercreditor Agreement, each Purchaser will deliver a joinder agreement in the form attached hereto as Annex B; (ii) each Purchaser will deliver an amount equal to the face amount of the Convertible Note to be issued to it to the Seller by wire transfer to such account previously specified by the Seller, it being agreed that the Purchasers will deliver an aggregate amount equal to the Fourth Closing Purchase Price at the Fourth Closing; (iii) the Seller will deliver Convertible Notes in the aggregate principal amount of the Fourth Closing Purchase Price to the Purchasers; (iv) the Seller will deliver to the Purchaser a certificate, executed on behalf of the Seller by its Secretary, dated as of the Fourth Closing Date, certifying the resolutions of the Seller's Board and any duly authorized committee thereof, approving the transactions contemplated by this Agreement and the other rights Transaction Documents; (v) the Seller will deliver to the Purchasers an opinion of the Seller's counsel in substantially the form delivered at the First Closing; (vi) if neither ▇▇▇▇▇ ▇▇▇▇ nor ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ is then serving as a co-CEO of the Seller (or remedies which as the non-defaulting Party may sole CEO if one of them shall cease to so serve), the Seller shall have under applicable Law against delivered to the Party in breach Purchasers and PVI Holding a certificate executed by one of its officers stating that the representations and warranties made by the Seller in Section 4 hereof are true and correct as of the Fourth Closing ActionsDate with the same force and effect as if they had been made on and as of said date; and (vii) if Presencia requests, the Seller will deliver to one or more of the Purchasers who are Presencia's designees (including, without limitation, directors, officers and direct or indirect shareholders of Presencia, other than ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ or ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇) warrants to purchase up to an aggregate of 100,000 shares of the Seller's common stock at an exercise price of $1.50 per share and with a term of four (4) years, substantially in the form of the Amended Presencia Warrant Certificates."

Closing Actions. 7.2.1 On (a) At the Closing, the Parties shall take the following actions (“Closing Actions”) in the order set forth below: (i) Seller shall deliver to Purchaser a customary bring-down certificate, dated the Closing Date and signed by a duly authorized officer of Seller, in which Seller declares whether it has (after the date hereof) become aware of any breaches of the representations and warranties of Sellers that are given as of the date hereof and the Closing Date, and without personal liability of the Parties shall perform the following actions persons signing/delivering such certificate (the “Closing Actions”): (i) the Seller shall confirm the outstanding amount, including any interest accrued, under the Additional Funding, if any, that must be repaid on the Closing Date in order to fully repay and terminate the shareholder loan in respect of the Additional Funding (the “Outstanding AmountBring-Down Certificate”); (ii) if . Purchaser acknowledges and agrees that the W&I Insurance has been entered into by the Closing Date, (a) the Seller shall deliver Bring-Down Certificate will only be given to the Purchaser a copy Knowledge of Seller. To the extent any facts, matters or circumstances are disclosed in the Bring-Down Certificate, Seller shall not be liable for any representations and warranties being untrue as a result of such disclosure of facts, matters or circumstances. This shall not affect Seller’s liability for any breaches of representations and warranties given as of the date hereof; (bii) the Purchaser shall deliver to the Seller evidence of the fact that issuance of Purchaser Common Shares equal to the W&I Insurance includes an express waiver from Rumble Share Consideration (less the W&I Insurer Holdback Rumble Share Consideration) in Direct Registration System (DRS) non-certificated book-entry form by Purchaser’s transfer agent and registered in the name of any rights of subrogation as set forth Seller, in Clause 13.2.4form and substance reasonably satisfactory; (iii) the Purchaser shall pay deliver to Seller a certificate, dated the Purchase Price Closing Date and duly executed by the Secretary of Purchaser (or a comparable officer of Purchaser), in form and substance reasonably satisfactory to Seller, as to: (A) the certificate of incorporation of Purchaser, certified as of a recent date by the Secretary of State of the State of Delaware, and that there have been no amendments to the Seller by transferring certificate of incorporation of Purchaser since such certification; and (B) the amount set out bylaws of Purchaser in Clause 3.1 to effect as of the Seller by means of a wire transfer of immediately available funds to the bank account of such Seller as notified by it to the PurchaserClosing Date; (iv) the Purchaser shall pay to Seller the Outstanding Amountaggregate earnout payment pursuant to ‎Section 2.5, if any, to the Seller by transferring the amount notified to it pursuant to Clause 7.2.1 (i) to the Seller by means of a wire transfer of immediately available funds to the bank account of the Seller as notified by it to the Purchaser;; and (v) following receipt of the Purchase Price, the Seller shall deliver to the Purchaser a written statement confirming receipt copy of the Purchase Price; (vi) following receipt duly executed irrevocable instruction of the Outstanding Amount under the Additional Funding, if any, the Seller shall deliver to the Purchaser a written statement confirming receipt thereof and confirming the repayment and termination of the underlying shareholder loan; (vii) the Seller shall deliver evidence to the Purchaser that the pledge on the Shares pursuant to a share pledge agreement dated 20 November 2023 between the Seller as security provider and KBC Bank NV as security agent has been fully and irrevocable released; (viii) the Purchaser and the Seller shall record and sign the transfer of the Shares by the Seller to the Seller Custodian Bank to transfer the Sold Shares to the securities account of Purchaser in the share register Custodian Bank via Clearstream. (b) The Closing Actions may only be waived by mutual written agreement of the Company;Parties. (ixc) the Seller shall deliver to the Purchaser a After all Closing Actions have been taken or duly signed letter pursuant to which the Seller grants Euronav a priority right for certain commercial opportunities, substantially on the terms as included in Schedule 7.2.1(ix), and Euronav shall countersign such letter for acceptance; (x) to the extent necessarywaived, the Parties shall sign an assignment agreement confirm in a written document that (i) if true, all conditions to Closing pursuant to which the Seller shall assignSection 3.1 have been duly fulfilled or waived, to ▇▇▇.▇▇▇▇, the “▇▇▇.▇▇▇▇” sign as well as any related trademarks, trade names, domain names, copyrights and similar Intellectual Property Rights, substantially on the terms as included in Schedule 7.2.1(x); (xiii) the Parties shall signall Closing Actions have been duly taken or waived, and the Seller shall cause any other relevant entity of the CMB Group (with the exclusion of Euronav and its affiliatesiii) to sign a license agreement in relation to the licensing of the Closing has occurred (“BocimarClosing Protocol”, “Bochem” and “Delphis” (word and/or device) signs, substantially on the terms as included in Schedule 7.2.1(xi); (xii) to the extent any Windcat Domain Names are registered in name of an entity of the CMB Group other than a Group Company, the Seller shall deliver evidence of the transfer of such domain name to a Group Company; and (xiii) the Seller shall deliver to the Purchaser evidence of the satisfaction of its pre-Closing Covenants set forth in Clause 6.6. 7.2.2 . The effectiveness of each execution of the Closing Actions is conditional upon Protocol shall not limit or prejudice the fulfilment rights of all of the other Closing Actions. 7.2.3 The Purchaser may at any time waive any of the Closing Actions required to be done by the Seller, and the Seller may at any time waive any of the Closing Actions required to be done by the Purchaser. 7.2.4 If a Party fails to fulfil any of its Closing Actions, then the Purchaser (if the Seller fails to fulfil any of its Closing Actions) or the Seller (if the Purchaser fails to fulfil any of its Closing Actions) may: (i) proceed to Closing to the extent reasonably possible and permitted by Law, which shall include for the avoidance of doubt the right to claim specific performance; (ii) defer Closing, in which event the provisions of this Clause 7 shall apply to Closing so deferred, provided that Closing cannot be deferred past the Long Stop Date; or (iii) terminate under this Agreement in accordance with Clause 15, in which case all Closing Actions already fulfilled shall be deemed null and void. Such termination right is without prejudice to any other rights or remedies which the non-defaulting Party may have under applicable Law against the Party in breach of its Closing ActionsLaw.

Closing Actions. 7.2.1 (a) On the Closing Date, the Parties shall perform Purchaser will purchase from the following actions Shareholder all of the issued and outstanding capital stock of the Company, and the Purchaser will pay to the Shareholder an amount equal to the Per Share Closing Payment multiplied by the number of shares of capital stock of the Company being sold by the Shareholder (the “Shareholder Closing ActionsCash Amount”): ) reduced by (i) the Seller shall confirm the outstanding amount, including any interest accrued, under the Additional Funding, if any, that must be repaid on the Closing Date in order to fully repay and terminate the shareholder loan in respect Shareholder Portion of the Additional Funding Indemnification Escrow Amount (which amount will be deposited with the “Outstanding Amount”Escrow Agent pursuant to the terms of the Escrow Agreement (Shareholder); , which the Purchaser will pay to the Escrow Agent in accordance with Section 1.4 hereof, (ii) if the W&I Insurance has been entered Shareholder Portion of the Working Capital Escrow Amount (which amount will be deposited with the Escrow Agent pursuant to the terms of the Escrow Agreement (Shareholder), which the Purchaser shall pay to the Escrow Agent in accordance with Section 1.4 hereof, and (iii) the amount of the Shareholder Expense Fund (which amount Purchaser will deposit into an account designated by the Shareholder pursuant to the terms of the Shareholder Expense Fund Agreement). (b) On the Closing Date, the Purchaser will purchase from the Company 6,302.943 treasury shares or newly-issued shares of capital stock of the Company for a purchase price equal to the Per Share Closing Payment multiplied by the number of Phantom Units for which duly executed Phantom Unit Amendment Agreements have been received (athe “Aggregate Cancelled Phantom Unit Holder Amount”) less the Aggregate Cancelled Phantom Unit Holder Reduction Amount. (c) On or the day after the Closing Date, the Company will pay to each Phantom Unit Holder in accordance with each duly executed Phantom Unit Amendment Agreement each Individual Phantom Unit Holder’s Portion of the Aggregate Cancelled Phantom Unit Holder Amount less the Aggregate Cancelled Phantom Unit Holder Reduction Amount (the “Aggregate Cancelled Phantom Unit Holder Closing Cash Amount”) reduced by (i) the Seller Phantom Unit Holder Portion of the Indemnification Escrow (which amount will be deposited with the Escrow Agent pursuant to the terms of the Escrow Agreement (Phantom Unit Holder), which the Company will deliver to the Escrow Agent in accordance with Section 1.4 hereof), (ii) the Phantom Unit Holder Portion of the Working Capital Escrow Amount (which amount will be deposited with the Escrow Agent pursuant to the terms of the Escrow Agreement (Phantom Unit Holder), which the Company shall deliver to the Purchaser a copy of the Bring-Down CertificateEscrow Agent in accordance with Section 1.4 hereof), and (b) the Purchaser shall deliver to the Seller evidence of the fact that the W&I Insurance includes an express waiver from the W&I Insurer of any rights of subrogation as set forth in Clause 13.2.4; (iii) the Purchaser shall pay Phantom Unit Holder Expense Fund Portion of the Purchase Price Noteholder/Phantom Unit Holder Expense Fund (which amount will be deposited with the Expense Fund Escrow Agent pursuant to the Seller by transferring terms of the amount set out in Clause 3.1 to the Seller by means of a wire transfer of immediately available funds to the bank account of such Seller as notified by it to the Purchaser; Expense Fund Escrow Agreement), (iv) the Purchaser shall pay amount of the Outstanding Amount, if any, Phantom Unit Holder Administrative Expense Fund (which amount the Company will deposit into an account designated by the Phantom Unit Holder Representative pursuant to the Seller by transferring the amount notified to it pursuant to Clause 7.2.1 (i) to the Seller by means of a wire transfer of immediately available funds to the bank account terms of the Seller as notified by it to the Purchaser; Phantom Unit Amendment Agreement), and (v) following receipt of such amounts as the Purchase Price, the Seller shall deliver Company is required to deduct and withhold with respect to the Purchaser a written statement confirming receipt making of the Purchase Price; (vi) following receipt of the Outstanding Amount such payment under the Additional FundingCode or any provision of state, if any, the Seller local or foreign Tax law. The payments shall deliver to the Purchaser a written statement confirming receipt thereof and confirming the repayment and termination of the underlying shareholder loan; (vii) the Seller shall deliver evidence to the Purchaser that the pledge on the Shares pursuant to a share pledge agreement dated 20 November 2023 between the Seller as security provider and KBC Bank NV as security agent has been fully and irrevocable released; (viii) the Purchaser and the Seller shall record and sign the transfer of the Shares by the Seller to the Purchaser in the share register of be paid through the Company; (ix) the Seller shall deliver to the Purchaser a duly signed letter pursuant to which the Seller grants Euronav a priority right for certain commercial opportunities, substantially on the terms as included in Schedule 7.2.1(ix), and Euronav shall countersign such letter for acceptance; (x) to the extent necessary, the Parties shall sign an assignment agreement pursuant to which the Seller shall assign, to ▇▇▇’s employee payroll processing system.▇▇▇▇, the “▇▇▇.▇▇▇▇” sign as well as any related trademarks, trade names, domain names, copyrights and similar Intellectual Property Rights, substantially on the terms as included in Schedule 7.2.1(x); (xi) the Parties shall sign, and the Seller shall cause any other relevant entity of the CMB Group (with the exclusion of Euronav and its affiliates) to sign a license agreement in relation to the licensing of the “Bocimar”, “Bochem” and “Delphis” (word and/or device) signs, substantially on the terms as included in Schedule 7.2.1(xi); (xii) to the extent any Windcat Domain Names are registered in name of an entity of the CMB Group other than a Group Company, the Seller shall deliver evidence of the transfer of such domain name to a Group Company; and (xiii) the Seller shall deliver to the Purchaser evidence of the satisfaction of its pre-Closing Covenants set forth in Clause 6.6. 7.2.2 The effectiveness of each of the Closing Actions is conditional upon the fulfilment of all of the other Closing Actions. 7.2.3 The Purchaser may at any time waive any of the Closing Actions required to be done by the Seller, and the Seller may at any time waive any of the Closing Actions required to be done by the Purchaser. 7.2.4 If a Party fails to fulfil any of its Closing Actions, then the Purchaser (if the Seller fails to fulfil any of its Closing Actions) or the Seller (if the Purchaser fails to fulfil any of its Closing Actions) may: (i) proceed to Closing to the extent reasonably possible and permitted by Law, which shall include for the avoidance of doubt the right to claim specific performance; (ii) defer Closing, in which event the provisions of this Clause 7 shall apply to Closing so deferred, provided that Closing cannot be deferred past the Long Stop Date; or (iii) terminate this Agreement in accordance with Clause 15, in which case all Closing Actions already fulfilled shall be deemed null and void. Such termination right is without prejudice to any other rights or remedies which the non-defaulting Party may have under applicable Law against the Party in breach of its Closing Actions.

Closing Actions. 7.2.1 On (a) At the Closing DateClosing, the Parties shall perform the following actions (the “Closing Actions”):Buyer shall: (i) pay, or cause to be paid, to the Blocker Seller by wire transfer of immediately available funds to one or more bank accounts designated in writing by the Seller shall confirm Representative (such account(s) to be designated at least two (2) Business Days prior to the outstanding amount, including any interest accrued, under Closing) a cash amount equal to the Additional Funding, if any, that must be repaid on the Closing Date in order to fully repay and terminate the shareholder loan in respect of the Additional Funding (the “Outstanding Amount”)Base Blocker Seller Consideration; (ii) if the W&I Insurance has been entered into pay, or cause to be paid, by the Closing Date, (a) the Seller shall deliver to the Purchaser a copy of the Bring-Down Certificate, and (b) the Purchaser shall deliver to the Seller evidence of the fact that the W&I Insurance includes an express waiver from the W&I Insurer of any rights of subrogation as set forth in Clause 13.2.4; (iii) the Purchaser shall pay the Purchase Price to the Seller by transferring the amount set out in Clause 3.1 to the Seller by means of a wire transfer of immediately available funds to the bank account Paying Agent, for the benefit of such Seller as notified by it the Merger Participants (for the avoidance of doubt, excluding the Rollover Sellers with respect to their Rollover Units), a cash amount equal to the PurchaserMerger Participant Closing Date Consideration; (iii) pay, or cause to be paid, to the Escrow Agent, the Adjustment Escrow Amount, to be deposited by the Escrow Agent into an escrow account designated by the Escrow Agent, to be held and distributed in accordance with the terms of this Agreement and the Escrow Agreement; (iv) the Purchaser shall pay the Outstanding Amountdeposit, if anyor cause to be deposited, to the Seller by transferring the amount notified to it pursuant to Clause 7.2.1 (i) to the Seller by means of a wire transfer of immediately available funds to the one or more bank account of accounts designated in writing by the Seller as notified by it to Representative, the Purchaser;Seller Representative Expense Fund with the Seller Representative; and (v) pay, or cause to be paid, to the Company by wire transfer of immediately available funds to one or more bank accounts designated in writing by the Company (such account(s) to be designated at least two (2) Business Days prior to the Closing) a cash amount equal to (A) the aggregate amounts to be paid under the Phantom Equity Plan in connection with the payment of the Aggregate Closing Date Consideration Estimate as determined in accordance with the Distribution Waterfall, for payments under the Phantom Equity Plan pursuant to Section 2.13 minus (B) any available cash of the Company that will be utilized to make such payments under the Phantom Equity Plan. (b) At the Closing, Buyer and the Seller Representative shall deliver joint written instructions in accordance with the Paying Agent Agreement to the Paying Agent to, promptly following receipt of the Purchase Priceamounts set forth in Section 2.7(a)(ii), the Seller pay to each Merger Participant who shall deliver have delivered to the Purchaser a written statement confirming receipt of the Purchase Price; Company not less than three (vi3) following receipt of the Outstanding Amount under the Additional Funding, if any, the Seller shall deliver Business Days prior to the Purchaser Closing Date a written statement confirming receipt thereof and confirming completed Letter of Transmittal (as defined below), cash in an amount set forth for such Merger Participant in the repayment and termination Distribution Waterfall Schedule (without interest), which such amounts shall be payable by wire transfer of the underlying shareholder loan; (vii) the Seller shall deliver evidence to the Purchaser that the pledge immediately available funds on the Shares pursuant to a share pledge agreement dated 20 November 2023 between Closing Date (or reasonably promptly after the Seller as security provider and KBC Bank NV as security agent has been fully and irrevocable released; (viii) the Purchaser and the Seller shall record and sign the transfer of the Shares Closing Date for any payments made by the Seller to the Purchaser in the share register of the Company; (ix) the Seller shall deliver to the Purchaser a duly signed letter pursuant to which the Seller grants Euronav a priority right for certain commercial opportunities, substantially on the terms as included in Schedule 7.2.1(ix), and Euronav shall countersign such letter for acceptance; (xcheck) to the extent necessary, the Parties shall sign an assignment agreement pursuant to which the Seller shall assign, to ▇▇▇account or address designated in such Merger Participant’s Letter of Transmittal.▇▇▇▇, the “▇▇▇.▇▇▇▇” sign as well as any related trademarks, trade names, domain names, copyrights and similar Intellectual Property Rights, substantially on the terms as included in Schedule 7.2.1(x); (xic) Immediately following the Parties shall sign, and the Seller shall cause any other relevant entity consummation of the CMB Group (Mergers in accordance with the exclusion of Euronav Sections 2.1(a) and its affiliates) 2.1(b), Buyer shall pay, or cause to sign a license agreement in relation to the licensing be paid, on behalf of the “Bocimar”, “Bochem” and “Delphis” Company (word and/or deviceor its designees) signs, substantially on the terms as included in Schedule 7.2.1(xi); (xii) to the extent any Windcat Domain Names are registered in name of an entity of the CMB Group other than a Group Company, the Seller shall deliver evidence of the transfer of such domain name to a Group Company; and (xiii) the Seller shall deliver to the Purchaser evidence of the satisfaction of its pre-Closing Covenants set forth in Clause 6.6. 7.2.2 The effectiveness of each of the Closing Actions is conditional upon the fulfilment of all of the other Closing Actions. 7.2.3 The Purchaser may at any time waive any of the Closing Actions required to be done by the Seller, and the Seller may at any time waive any of the Closing Actions required to be done by the Purchaser. 7.2.4 If a Party fails to fulfil any of its Closing Actions, then the Purchaser (if the Seller fails to fulfil any of its Closing Actions) or the Seller (if the Purchaser fails to fulfil any of its Closing Actions) may: (i) proceed to Closing to the extent reasonably possible Loan Agreement Payoff Amount and permitted by Law, which shall include for the avoidance of doubt the right to claim specific performance; (ii) defer Closingsubject to Section 2.15 and excluding any amounts paid pursuant to Section 2.7(a)(v), to the Persons entitled to payment in which event respect of the provisions of this Clause 7 Seller Expenses as specified in the Preliminary Closing Statement (as defined below) (and the Company shall apply have delivered or caused to be delivered to Buyer at least three (3) Business Days prior to the Closing so deferredfinal invoices, provided that Closing cannot be deferred past the Long Stop Date; or (iii) terminate this Agreement in accordance wire instructions and all other information necessary for payment with Clause 15, in which case respect to all Closing Actions already fulfilled shall be deemed null and void. Such termination right is without prejudice to any other rights or remedies which the non-defaulting Party may have under applicable Law against the Party in breach of its Closing ActionsSeller Expenses).

Closing Actions. 7.2.1 On At the Closing DateClosing, the Parties parties hereto shall perform take the following actions (the “Closing Actions”):actions: (ia) the Seller Sellers shall confirm the outstanding amount, including any interest accrued, under the Additional Funding, if any, that must be repaid on the Closing Date in order deliver to fully repay and terminate the shareholder loan in respect Buyer one or more certificates representing all of the Additional Funding (the “Outstanding Amount”)Shares, duly executed in blank or accompanied by share transfer forms duly executed in blank, in proper form for transfer, with all appropriate stock transfer tax stamps affixed, free and clear of all Encumbrances; (iib) if the W&I Insurance has been entered into by the Closing Date, (a) the Seller Sellers shall deliver to the Purchaser a copy Buyer or Buyer’s agent the updated register of shares of the Bring-Down CertificateCompany, detailing the Buyer as the registered holder of the Shares; (c) Sellers shall deliver to Buyer the minute books, share ledgers, corporate seal and all other corporate books and records of the Company and the Subsidiaries, which delivery may be effected by leaving the foregoing books, ledgers, seal and records in the offices of the Company as of the Closing Date and the Investor Rights Agreement duly executed by Sellers; (bd) Buyer shall deliver to Sellers the Purchaser Cash Consideration by Wire Transfer. Buyer shall deliver stock certificates in the names and amounts as directed by Sellers representing, in the aggregate, the Stock Consideration and the Investor Rights Agreement duly executed by Buyer; (e) Sellers shall deliver stock powers, executed in blank, along with the stock certificates described in clause (d) above to Escrow Agent to be held pursuant to Section 2.3 hereof; (f) Buyer shall appoint, or cause to be appointed, Sellers’ designees to the applicable boards of directors or similar management or governing bodies as contemplated under Section 6.18; (g) Each party hereto shall deliver to the Seller evidence other the certificates and other documents, as applicable, required to be delivered by such party pursuant to Article VIII hereof; and (h) Upon receipt of the fact that the W&I Insurance includes an express waiver from the W&I Insurer of any rights of subrogation as set forth in Clause 13.2.4; (iii) the Purchaser Shares, Buyer shall pay the Purchase Price deliver to the Seller by transferring the amount set out in Clause 3.1 to the Seller by means of Sellers a wire transfer of immediately available funds to the bank account of such Seller as notified by it to the Purchaser; (iv) the Purchaser shall pay the Outstanding Amount, if any, to the Seller by transferring the amount notified to it pursuant to Clause 7.2.1 (i) to the Seller by means of a wire transfer of immediately available funds to the bank account receipt evidencing receipt of the Seller as notified by it to the Purchaser; (v) following Shares and, upon receipt of the Purchase Price, the Seller Sellers shall deliver to the Purchaser Buyer a written statement confirming receipt evidencing receipt of the Purchase Price; (vi) following receipt of the Outstanding Amount under the Additional Funding, if any, the Seller shall deliver to the Purchaser a written statement confirming receipt thereof and confirming the repayment and termination of the underlying shareholder loan; (vii) the Seller shall deliver evidence to the Purchaser that the pledge on the Shares pursuant to a share pledge agreement dated 20 November 2023 between the Seller as security provider and KBC Bank NV as security agent has been fully and irrevocable released; (viii) the Purchaser and the Seller shall record and sign the transfer of the Shares by the Seller to the Purchaser in the share register of the Company; (ix) the Seller shall deliver to the Purchaser a duly signed letter pursuant to which the Seller grants Euronav a priority right for certain commercial opportunities, substantially on the terms as included in Schedule 7.2.1(ix), and Euronav shall countersign such letter for acceptance; (x) to the extent necessary, the Parties shall sign an assignment agreement pursuant to which the Seller shall assign, to ▇▇▇.▇▇▇▇, the “▇▇▇.▇▇▇▇” sign as well as any related trademarks, trade names, domain names, copyrights and similar Intellectual Property Rights, substantially on the terms as included in Schedule 7.2.1(x); (xi) the Parties shall sign, and the Seller shall cause any other relevant entity of the CMB Group (with the exclusion of Euronav and its affiliates) to sign a license agreement in relation to the licensing of the “Bocimar”, “Bochem” and “Delphis” (word and/or device) signs, substantially on the terms as included in Schedule 7.2.1(xi); (xii) to the extent any Windcat Domain Names are registered in name of an entity of the CMB Group other than a Group Company, the Seller shall deliver evidence of the transfer of such domain name to a Group Company; and (xiii) the Seller shall deliver to the Purchaser evidence of the satisfaction of its pre-Closing Covenants set forth in Clause 6.6. 7.2.2 The effectiveness of each of the Closing Actions is conditional upon the fulfilment of all of the other Closing Actions. 7.2.3 The Purchaser may at any time waive any of the Closing Actions required to be done by the Seller, and the Seller may at any time waive any of the Closing Actions required to be done by the Purchaser. 7.2.4 If a Party fails to fulfil any of its Closing Actions, then the Purchaser (if the Seller fails to fulfil any of its Closing Actions) or the Seller (if the Purchaser fails to fulfil any of its Closing Actions) may: (i) proceed to Closing to the extent reasonably possible and permitted by Law, which shall include for the avoidance of doubt the right to claim specific performance; (ii) defer Closing, in which event the provisions of this Clause 7 shall apply to Closing so deferred, provided that Closing cannot be deferred past the Long Stop Date; or (iii) terminate this Agreement in accordance with Clause 15, in which case all Closing Actions already fulfilled shall be deemed null and void. Such termination right is without prejudice to any other rights or remedies which the non-defaulting Party may have under applicable Law against the Party in breach of its Closing Actions.

Closing Actions. 7.2.1 8.2.1 On the Agreed Closing Date, the Parties Sellers and the Purchaser shall perform simultaneously (Zug um Zug) take the following actions (the “"Closing Actions”):") in the sequence as set out below: (i) the Seller shall confirm the outstanding amount, including any interest accrued, under the Additional Funding, if any, that must be repaid on the Closing Date in order to fully repay and terminate the shareholder loan in respect of the Additional Funding (the “Outstanding Amount”); (ii) if the W&I Insurance has been entered into by the Closing Date, (a) The Sellers' Representative provides the Seller shall deliver Purchaser with copies of the consent of the Company's management board members and the chairman of the supervisory board to the Purchaser a copy Transaction and to the sales and transfers of the Bring-Down Certificate, and Sold Stocks hereunder pursuant to Section 4 of the Articles of Association. (b) The Purchaser pays the Escrow Amount to the Escrow Account in accordance with Section 19, provided that, however, the Purchaser shall deliver may elect to pay the Escrow Amount prior to the Seller evidence Agreed Closing Date and that such payment shall be deemed fulfilment of the fact that the W&I Insurance includes an express waiver from the W&I Insurer of any rights of subrogation as Closing Action set forth in Clause 13.2.4;this Section 8.2.1(b). (iiic) The Escrow Agent confirms the Purchaser shall pay the Purchase Price to the Seller by transferring the amount set out in Clause 3.1 to the Seller by means of a wire transfer of immediately available funds to the bank account of such Seller as notified by it to the Purchaser; (iv) the Purchaser shall pay the Outstanding Amount, if any, to the Seller by transferring the amount notified to it pursuant to Clause 7.2.1 (i) to the Seller by means of a wire transfer of immediately available funds to the bank account of the Seller as notified by it to the Purchaser; (v) following receipt of the Purchase Price, the Seller shall deliver to the Purchaser a written statement confirming receipt of the Purchase Price; (vi) following receipt of the Outstanding Escrow Amount under the Additional Funding, if any, the Seller shall deliver to the Purchaser a written statement confirming receipt thereof and confirming the repayment and termination of the underlying shareholder loan; (vii) the Seller shall deliver evidence to the Purchaser that the pledge on the Shares pursuant to a share pledge agreement dated 20 November 2023 between the Seller as security provider and KBC Bank NV as security agent has been fully and irrevocable released; (viii) Escrow Account vis-à-vis the Purchaser and the Seller shall record Sellers. (d) The Purchaser hands over to the Escrow Agent a written instruction in the form as attached hereto as Exhibit 8.2.1(d) to release the Escrow Amount including the Closing Tranche Purchase Price in accordance with the Escrow Agreement ("Initial Release Notice"). (e) The Purchaser and sign the transfer Sellers' Representative instruct the Company's management board members to enter the Purchaser as new owner of the Shares by the Seller to the Purchaser Sold Stocks in the share register Shareholder Register. (f) The supervisory board of the Company; (ixCompany adopts a resolution as attached hereto as Exhibit 8.2.1(f) regarding the Seller shall deliver to the Purchaser a duly signed letter pursuant to which the Seller grants Euronav a priority right for certain commercial opportunities, substantially on the terms as included in Schedule 7.2.1(ix), and Euronav shall countersign such letter for acceptance; (x) to the extent necessary, the Parties shall sign an assignment agreement pursuant to which the Seller shall assign, to ▇▇▇.▇▇▇▇, the “▇▇▇.▇▇▇▇” sign as well as any related trademarks, trade names, domain names, copyrights and similar Intellectual Property Rights, substantially on the terms as included in Schedule 7.2.1(x); (xi) the Parties shall sign, and the Seller shall cause any other relevant entity appointment of the CMB Group (with the exclusion of Euronav and its affiliates) to sign a license agreement in relation to the licensing of the “Bocimar”, “Bochem” and “Delphis” (word and/or device) signs, substantially on the terms as included in Schedule 7.2.1(xi); (xii) to the extent any Windcat Domain Names are registered in name of an entity of the CMB Group other than a Group Company, the Seller shall deliver evidence of the transfer of such domain name to a Group Company; and (xiii) the Seller shall deliver to the Purchaser evidence of the satisfaction of its pre-Closing Covenants set forth in Clause 6.6another management board member. 7.2.2 8.2.2 The effectiveness of each Purchaser may waive the performance of the Closing Actions is conditional upon the fulfilment of all of the other Closing Actions. 7.2.3 The Purchaser may at any time waive any of the Closing Actions required to be done by the Sellerset forth in Sections 8.2.1(a), 8.2.1(e) and the Seller may at any time waive any of the Closing Actions required to be done by the Purchaser. 7.2.4 If a Party fails to fulfil any of its Closing Actions, then the Purchaser (if the Seller fails to fulfil any of its Closing Actions) or the Seller (if the Purchaser fails to fulfil any of its Closing Actions) may: (i) proceed to Closing to the extent reasonably possible and permitted by Law, which shall include for the avoidance of doubt the right to claim specific performance; (ii) defer Closing, in which event the provisions of this Clause 7 shall apply to Closing so deferred, provided that Closing cannot be deferred past the Long Stop Date; or (iii) terminate this Agreement in accordance with Clause 15, in which case all Closing Actions already fulfilled shall be deemed null and void. Such termination right is without prejudice to any other rights or remedies which the non-defaulting Party may have under applicable Law against the Party in breach of its Closing Actions.8.2.1

Closing Actions. 7.2.1 On At Closing the Closing Date, Sellers and the Parties Purchaser shall perform simultaneously (Zug-um-Zug) take the following actions (the “Closing Actions”): (a) the Sellers shall deliver the Bring Down of Disclosures to the Purchaser; (b) the Sellers shall confirm that no Material Adverse Change has occurred by providing the Purchaser with a written confirmation issued by the management of the Company; (c) the Purchaser shall pay: (i) the Seller shall confirm Loan Notes Redemption Amount to Meridian's bank account specified in the outstanding amount, including any interest accrued, under the Additional Funding, if any, that must be repaid on the Closing Date in order to fully repay and terminate the shareholder loan in respect of the Additional Funding (the “Outstanding Amount”)Loan Notes Release Letter; (ii) if the W&I Insurance has been entered into by the Closing Date, (a) the Seller shall deliver Stock Option Settlement Payment to the Purchaser a copy of the Bring-Down Certificate, and (b) the Purchaser shall deliver to the Seller evidence of the fact that the W&I Insurance includes an express waiver from the W&I Insurer of any rights of subrogation as set forth in Clause 13.2.4Company; (iii) the Purchaser shall pay the Purchase Price Redemption Loan amount including any interest to the Seller by transferring the amount set out in Clause 3.1 to the Seller by means of a wire transfer of immediately available funds to the bank account of such Seller as notified by it to the PurchaserTennor; (ivd) the Purchaser shall pay the Outstanding AmountCash Consideration (if any) to the Target Account; (e) the Purchaser’s Parent shall issue the Closing Share Consideration, in book-entry form, to the Sellers; such shares shall be allocated in such amounts as specified by the Sellers to respective accounts established by each of the Sellers with American Stock Transfer & Trust Company, LLC, the transfer agent and registrar for the Purchaser’s Parents Common Stock or such other accounts as stated by the Sellers to Purchaser at least five Business Days prior to Closing; (f) the Purchaser’s Parent shall initiate the Shelf Registration Statement (as defined in and provided for in Sec. 16.3); (g) the Purchaser’s Parent shall instruct its depositary bank to make an order to Clearstream for a “payment and delivery transaction in securities” (within the meaning of sec. B XX (2) in conjunction with sec. A I of the General Terms and Conditions of Clearstream dated 3 February 2017 – the “GTC”),) by means of which an amount equal to the Closing Share Consideration is debited to the RTGS Account (within the meaning of sec. A I of the GTC) of the depositary bank of the Purchaser’s Parent and credited to the RTGS Account of Tennor's depositary bank, concurrently with (Zug um Zug) an amount equal to the Sold Shares being debited to the securities account of Tennor's depositary bank at Clearstream and credited to the securities account of the Purchaser's depositary bank at Clearstream; and (h) Each Seller shall instruct their depositary bank to make an order to Clearstream for a “payment and delivery transaction in securities” (within the meaning of sec. B XX (2) in conjunction with sec. A I of the GTC), by means of which an amount equal to the Sold Shares is debited to the securities account of such Seller’s depositary bank at Clearstream and credited to the securities account of the Purchaser's depositary bank at Clearstream, concurrently with (Zug um Zug) an amount equal to the Closing Share Consideration being debited to the RTGS Account (within the meaning of sec. A I of the GTC) of the Purchaser's depositary bank and credited to the RTGS Account of Tennor's depositary bank; (i) the Sellers shall provide irrevocable undertakings, if any, to the Seller by transferring the amount notified to it pursuant to Clause 7.2.1 (i) to the Seller by means of a wire transfer of immediately available funds to the bank account of the Seller as notified by it obtained from Minority Shareholders to the Purchaser; . The Parties are entitled to waive (vin whole or in part) following receipt of the Purchase Price, the Seller shall deliver to the Purchaser a written statement confirming receipt of the Purchase Price; (vi) following receipt of the Outstanding Amount under the Additional Funding, if any, the Seller shall deliver to the Purchaser a written statement confirming receipt thereof and confirming the repayment and termination of the underlying shareholder loan; (vii) the Seller shall deliver evidence to the Purchaser that the pledge on the Shares pursuant to a share pledge agreement dated 20 November 2023 between the Seller as security provider and KBC Bank NV as security agent has been fully and irrevocable released; (viii) the Purchaser and the Seller shall record and sign the transfer of the Shares by the Seller to the Purchaser in the share register of the Company; (ix) the Seller shall deliver to the Purchaser a duly signed letter pursuant to which the Seller grants Euronav a priority right for certain commercial opportunities, substantially on the terms as included in Schedule 7.2.1(ix), and Euronav shall countersign such letter for acceptance; (x) to the extent necessary, the Parties shall sign an assignment agreement pursuant to which the Seller shall assign, to ▇▇▇.▇▇▇▇, the “▇▇▇.▇▇▇▇” sign as well as any related trademarks, trade names, domain names, copyrights and similar Intellectual Property Rights, substantially on the terms as included in Schedule 7.2.1(x); (xi) the Parties shall sign, and the Seller shall cause any other relevant entity of the CMB Group (with the exclusion of Euronav and its affiliates) to sign a license agreement in relation to the licensing of the “Bocimar”, “Bochem” and “Delphis” (word and/or device) signs, substantially on the terms as included in Schedule 7.2.1(xi); (xii) to the extent any Windcat Domain Names are registered in name of an entity of the CMB Group other than a Group Company, the Seller shall deliver evidence of the transfer of such domain name to a Group Company; and (xiii) the Seller shall deliver to the Purchaser evidence of the satisfaction of its pre-Closing Covenants set forth in Clause 6.6. 7.2.2 The effectiveness of each of the Closing Actions is conditional upon the fulfilment of all of the other Closing Actions. 7.2.3 The Purchaser may at any time waive any of the Closing Actions required (other than the obligations to be done by the Seller, and the Seller may make payments) jointly at any time waive prior to the occurrence of Closing by written agreement. The waiver shall have the effect of eliminating the requirement that the relevant Closing Action is performed on the Closing Date shall not limit or prejudice any rights or claims or remedies of the Closing Actions required to be done by the PurchaserPurchaser under this Agreement. 7.2.4 If a Party fails to fulfil any of its Closing Actions, then the Purchaser (if the Seller fails to fulfil any of its Closing Actions) or the Seller (if the Purchaser fails to fulfil any of its Closing Actions) may: (i) proceed to Closing to the extent reasonably possible and permitted by Law, which shall include for the avoidance of doubt the right to claim specific performance; (ii) defer Closing, in which event the provisions of this Clause 7 shall apply to Closing so deferred, provided that Closing cannot be deferred past the Long Stop Date; or (iii) terminate this Agreement in accordance with Clause 15, in which case all Closing Actions already fulfilled shall be deemed null and void. Such termination right is without prejudice to any other rights or remedies which the non-defaulting Party may have under applicable Law against the Party in breach of its Closing Actions.

Closing Actions. 7.2.1 On (a) At the Closing DateClosing, the Parties shall perform the following actions (the “Closing Actions”):subject to Section 2.4: (i) Buyer shall make the Seller shall confirm the outstanding amount, including any interest accrued, under the Additional Funding, if any, that must be repaid on the Closing Date in order to fully repay and terminate the shareholder loan in respect of the Additional Funding (the “Outstanding Amount”);following payments: (iiA) if the W&I Insurance has been entered into by the Closing Date, (a) the to Seller shall deliver an amount equal to the Purchaser a copy of the Bring-Down Certificate, and (b) the Purchaser shall deliver to the Seller evidence of the fact that the W&I Insurance includes an express waiver from the W&I Insurer of any rights of subrogation as set forth in Clause 13.2.4; (iii) the Purchaser shall pay the Estimated Purchase Price to less the Seller Aggregate Escrow Amount, which amount shall be paid by transferring the amount set out in Clause 3.1 to the Seller by means of a wire transfer of immediately available funds to the bank an account of such designated by Seller as notified by it to Buyer in writing no later than two (2) Business Days prior to the PurchaserClosing Date; (ivB) with respect to each Payoff Letter provided to Seller in accordance with Section 6.12, the Purchaser shall pay the Outstanding Amount, if any, amount of Company Debt set forth therein to the Seller by transferring lender or lenders entitled thereto, which amounts shall be paid in accordance with the amount notified to it pursuant to Clause 7.2.1 (i) to instructions set forth in the Seller by means of a wire transfer of immediately available funds to the bank account of the Seller as notified by it to the Purchaserapplicable Payoff Letter; (vC) following receipt with respect to each Person entitled to receive a portion of the Purchase PriceEstimated Seller Transaction Expenses, the amount of such portion of the Estimated Seller Transaction Expenses, which shall be paid to such Person in accordance with the instructions provided by Seller to Buyer in writing no later than two (2) Business Days prior to Closing (which instructions may, for the avoidance of doubt, provide for any such payment to be made the Company for further payment at Closing to the applicable Person); and (D) the Purchase Price Adjustment Escrow Amount into the Purchase Price Adjustment Escrow Account and the Indemnity Escrow Amount into the Indemnity Escrow Account, in each case pursuant to the terms of the Escrow Agreement. (ii) Buyer shall deliver to Seller the following: (A) the Escrow Agreement, duly executed by Buyer and the Escrow Agent. (iii) Seller shall deliver to the Purchaser a written statement confirming receipt of the Purchase Price;Buyer: (viA) following receipt all proper and necessary instruments for the conveyance of the Outstanding Amount all of Seller’s right, title and interest in, to and under the Additional Funding, if any, the Seller shall deliver to the Purchaser a written statement confirming receipt thereof and confirming the repayment and termination of the underlying shareholder loan; (vii) the Seller shall deliver evidence to the Purchaser that the pledge on the Shares pursuant to a share pledge agreement dated 20 November 2023 between the Seller as security provider and KBC Bank NV as security agent has been fully and irrevocable released; (viii) the Purchaser and the Seller shall record and sign the transfer of the Shares by the Seller to the Purchaser in the share register of the Company; (ix) the Seller shall deliver to the Purchaser a duly signed letter pursuant to which the Seller grants Euronav a priority right for certain commercial opportunities, substantially on the terms as included in Schedule 7.2.1(ix), and Euronav shall countersign such letter for acceptance; (x) to the extent necessary, the Parties shall sign an assignment agreement pursuant to which the Seller shall assign, to ▇▇▇.▇▇▇▇, the “▇▇▇.▇▇▇▇” sign as well as any related trademarks, trade names, domain names, copyrights and similar Intellectual Property Rights, substantially on the terms as included in Schedule 7.2.1(x); (xi) the Parties shall sign, and the Seller shall cause any other relevant entity of the CMB Group (with the exclusion of Euronav and its affiliates) to sign a license agreement in relation to the licensing of the “Bocimar”, “Bochem” and “Delphis” (word and/or device) signs, substantially on the terms as included in Schedule 7.2.1(xi); (xii) to the extent any Windcat Domain Names are registered in name of an entity of the CMB Group other than a Group Company, the Seller shall deliver evidence of the transfer of such domain name to a Group CompanyCompany Interests; and (xiiiB) the Seller shall deliver to the Purchaser evidence of the satisfaction of its pre-Closing Covenants set forth in Clause 6.6Escrow Agreement, duly executed by Seller. 7.2.2 The effectiveness of each of the Closing Actions is conditional upon the fulfilment of all of the other Closing Actions. 7.2.3 The Purchaser may at any time waive any of the Closing Actions required to be done by the Seller, and the Seller may at any time waive any of the Closing Actions required to be done by the Purchaser. 7.2.4 If a Party fails to fulfil any of its Closing Actions, then the Purchaser (if the Seller fails to fulfil any of its Closing Actions) or the Seller (if the Purchaser fails to fulfil any of its Closing Actions) may: (i) proceed to Closing to the extent reasonably possible and permitted by Law, which shall include for the avoidance of doubt the right to claim specific performance; (ii) defer Closing, in which event the provisions of this Clause 7 shall apply to Closing so deferred, provided that Closing cannot be deferred past the Long Stop Date; or (iii) terminate this Agreement in accordance with Clause 15, in which case all Closing Actions already fulfilled shall be deemed null and void. Such termination right is without prejudice to any other rights or remedies which the non-defaulting Party may have under applicable Law against the Party in breach of its Closing Actions.

Closing Actions. 7.2.1 On At the Closing, the following transactions shall be taken: (a) Parent shall deliver: (i) to each Member who delivers a Letter of Transmittal to Parent no later than three (3) Business Days prior to the Closing Date, the Parties shall perform the following actions (the “Closing Actions”): (i) the Seller shall confirm the outstanding amountby wire transfer of immediately available funds to an account designated in such Letter of Transmittal, including any interest accrued, under the Additional Funding, if any, that must be repaid on an amount in cash equal to the Closing Date in order Cash Merger Consideration allocable to fully repay and terminate the shareholder loan in respect of the Additional Funding such Member as set forth on Exhibit G (the “Outstanding Amount”as updated pursuant to Section 2.4(f)); (ii) to the Exchange Agent, an amount in cash equal to the difference, if the W&I Insurance has been entered into by any, between the Closing Date, (a) Cash Merger Consideration and the Seller shall deliver to the Purchaser a copy aggregate amount of the Bring-Down Certificate, and (b) the Purchaser shall deliver Closing Cash Merger Consideration distributed pursuant to the Seller evidence of the fact that the W&I Insurance includes an express waiver from the W&I Insurer of any rights of subrogation as set forth in Clause 13.2.4Section 2.6(a)(i); (iii) the Purchaser shall pay the Purchase Price to each Stockholder Member, to the Seller accounts designated in writing by transferring the amount set out such Stockholder Member in Clause 3.1 its Letter of Transmittal delivered to Parent no later than three (3) Business Days prior to the Seller Closing Date, such Stockholder Member’s allocable portion of the Stock Merger Consideration as set forth on Exhibit G (as updated pursuant to Section 2.4(f)); (iv) to the Escrow Agent, (x) the Working Capital Escrow Amount for deposit in the Working Capital Escrow Account and (y) the Indemnification Escrow Amount for deposit in the Indemnification Escrow Account, in each case, to be held by means the Escrow Agent and distributed by the Escrow Agent in accordance with the terms of a the Escrow Agreement and the applicable provisions of this Agreement; (v) by wire transfer of immediately available funds to the bank account or accounts designated in writing by each Person to whom any portion of the Credit Facility Payoff Amount is owed (such Seller as notified by it designation to be made at least two (2) Business Days prior to the PurchaserClosing Date), an amount in cash equal to the portion of the Credit Facility Payoff Amount owing to such Person; (ivvi) the Purchaser shall pay the Outstanding Amount, if any, to the Seller by transferring the amount notified to it pursuant to Clause 7.2.1 (i) to the Seller by means of a wire transfer of immediately available funds to the bank account or accounts designated in writing by each Person to whom any portion of the Seller as notified by it Company Expenses is owed (such designation to be made at least two (2) Business Days prior to the Purchaser; (v) following receipt Closing Date), an amount in cash equal to the portion of the Purchase Price, the Seller shall deliver Company Expenses owing to the Purchaser a written statement confirming receipt of the Purchase Price; (vi) following receipt of the Outstanding Amount under the Additional Funding, if any, the Seller shall deliver to the Purchaser a written statement confirming receipt thereof and confirming the repayment and termination of the underlying shareholder loansuch Person; (vii) the Seller shall deliver evidence to the Purchaser that Members’ Representative, by wire transfer of immediately available funds to the pledge on account or accounts designated in writing by the Shares pursuant Members’ Representative (such designation to a share pledge agreement dated 20 November 2023 between be made at least two (2) Business Days prior to the Seller as security provider and KBC Bank NV as security agent has been fully and irrevocable releasedClosing Date), an amount in cash equal to the Members’ Representative Holdback; (viii) to the Purchaser Members’ Representative and the Seller shall record and sign the transfer Escrow Agent, an executed copy of the Shares by the Seller to the Purchaser in the share register of the Company;Escrow Agreement; and (ix) the Seller shall deliver to the Purchaser a duly signed letter pursuant Members’ Representative and the Exchange Agent, an executed copy of an agreement with the Exchange Agent in customary form and reasonably acceptable to which Parent and the Seller grants Euronav a priority right for certain commercial opportunities, substantially on Company (the terms as included in Schedule 7.2.1(ix“Exchange Agent Agreement”), and Euronav shall countersign such letter for acceptance;. (xb) to the extent necessary, the Parties The Members’ Representative shall sign an assignment agreement pursuant to which the Seller shall assign, to ▇▇▇.▇▇▇▇, the “▇▇▇.▇▇▇▇” sign as well as any related trademarks, trade names, domain names, copyrights and similar Intellectual Property Rights, substantially on the terms as included in Schedule 7.2.1(x); (xi) the Parties shall sign, and the Seller shall cause any other relevant entity of the CMB Group (with the exclusion of Euronav and its affiliates) to sign a license agreement in relation to the licensing of the “Bocimar”, “Bochem” and “Delphis” (word and/or device) signs, substantially on the terms as included in Schedule 7.2.1(xi); (xii) to the extent any Windcat Domain Names are registered in name of an entity of the CMB Group other than a Group Company, the Seller shall deliver evidence of the transfer of such domain name to a Group Company; and (xiii) the Seller shall deliver to the Purchaser evidence of the satisfaction of its pre-Closing Covenants set forth in Clause 6.6. 7.2.2 The effectiveness of each of the Closing Actions is conditional upon the fulfilment of all of the other Closing Actions. 7.2.3 The Purchaser may at any time waive any of the Closing Actions required to be done by the Seller, and the Seller may at any time waive any of the Closing Actions required to be done by the Purchaser. 7.2.4 If a Party fails to fulfil any of its Closing Actions, then the Purchaser (if the Seller fails to fulfil any of its Closing Actions) or the Seller (if the Purchaser fails to fulfil any of its Closing Actions) maydeliver: (i) proceed to Closing to Parent and the extent reasonably possible and permitted by LawEscrow Agent, which shall include for an executed copy of the avoidance of doubt the right to claim specific performance;Escrow Agreement; and (ii) defer Closingto Parent and the Exchange Agent, in which event an executed copy of the provisions of this Clause 7 shall apply to Closing so deferred, provided that Closing cannot be deferred past the Long Stop Date; or (iii) terminate this Agreement in accordance with Clause 15, in which case all Closing Actions already fulfilled shall be deemed null and void. Such termination right is without prejudice to any other rights or remedies which the non-defaulting Party may have under applicable Law against the Party in breach of its Closing ActionsExchange Agent Agreement.

Closing Actions. 7.2.1 On Within three (3) Business Days after the date on which all Closing DateConditions have been fulfilled or waived, or on such other date as agreed upon between Seller and Purchasers, the Parties shall perform meet at the offices of ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP in Frankfurt am Main / Germany, or on such other location as agreed upon between Seller and Purchasers, where the following actions (the “Closing Actions” which in their entirety shall constitute the “Closing”; the date on which all Closing Actions have been performed the “Closing Date”) shall be performed simultaneously (Zug um Zug): (i) Purchasers shall pay (a) to Seller or to the order of the Seller shall confirm the outstanding amount, including any interest accrued, Preliminary Purchase Price pursuant to Section 10.1 and (b) to Seller as payment receipt agent (Zahlungsempfangsstelle) for the sellers under the Additional Funding, if any, that must be repaid on Foreign Inventories Sale and Transfer Contract the Closing sum of all Reference Date in order to fully repay and terminate the shareholder loan in respect of the Additional Funding (the “Outstanding Amount”);Foreign Inventories Purchase Prices. (ii) if In case the W&I Insurance has been entered into EPCOS Portugal Cash Pooling Balance is owed by EPCOS Portugal to Seller, Purchaser II shall pay the Closing DateEPCOS Portugal Cash Pooling Balance to Seller. In case the EPCOS Portugal Cash Pooling Balance is owed to EPCOS Portugal by Seller, Seller shall pay the EPCOS Portugal Cash Pooling Balance to EPCOS Portugal. (iii) Seller and Purchaser II shall execute all instruments required under Portuguese law to provide for transfer of title to the EPCOS Portugal Shares to Purchaser II, namely, Seller shall deliver to Purchaser II: (a) the Seller shall deliver to the EPCOS Portugal Shares certificates duly endorsed in Purchaser a copy of the Bring-Down Certificate, II’s name and (b) a transfer notice addressed to EPCOS Portugal, requesting the Purchaser shall deliver to the Seller evidence registration of the fact that transfer to Purchaser II on EPCOS Portugal’s share registration book, to be executed substantially in the W&I Insurance includes an express waiver from the W&I Insurer form of any rights of subrogation as set forth in Clause 13.2.4; Exhibit 11.6 (iii) the Purchaser shall pay the Purchase Price to the Seller by transferring the amount set out in Clause 3.1 to the Seller by means of a wire transfer of immediately available funds to the bank account of such Seller as notified by it to the Purchaser;). (iv) Seller and Purchaser II shall execute a transfer deed substantially in the Purchaser shall pay form of Exhibit 11.6 (iv) required to provide for the Outstanding Amount, if any, to the Seller by transferring the amount notified to it pursuant to Clause 7.2.1 (i) to the Seller by means of a wire transfer of immediately available funds all claims under the EPCOS Portugal Shareholder Loans to the bank account of the Seller as notified by it to the Purchaser;Purchaser II. (v) following receipt of the Purchase Price, the Seller shall deliver to have delivered Exhibit 7.2 (iv) regarding the Purchaser a written statement confirming receipt of the Purchase Price;Assumed New German Contracts. (vi) following receipt of the Outstanding Amount under the Additional Funding, if any, the Seller shall execute and deliver to Purchasers the Purchaser a written statement confirming receipt thereof and confirming the repayment and termination of the underlying shareholder loan;Seller’s Bring Down Certificate. (vii) the Seller shall deliver evidence to enter with German Purchaser into the Purchaser that the pledge on the Shares pursuant to a share pledge agreement dated 20 November 2023 between the Seller as security provider and KBC Bank NV as security agent has been fully and irrevocable released;Transitional IT Agreement. (viii) Seller and KEMET Electronics Corporation shall execute the Purchaser and the Seller shall record and sign the transfer of the Shares by the Seller to the Purchaser in the share register of the Company;Manufacturing Contract. (ix) the Seller and Purchasers shall deliver to the Purchaser a duly signed letter pursuant to which the Seller grants Euronav a priority right for certain commercial opportunitiesexecute, substantially on the terms as included in Schedule 7.2.1(ix)or procure that their respective Affiliates execute, all Foreign Inventories Sale and Euronav shall countersign such letter for acceptance;Purchase Agreements and all Exclusive Foreign Contracts Sale, Transfer and Assumption Agreements. (x) to the extent necessary, the Parties shall sign an assignment agreement pursuant to which the Seller shall assign, to ▇▇▇deliver the resignation letters executed by the members of the board of directors of EPCOS Portugal as listed in Exhibit 12.1.8.2.▇▇▇▇, the “▇▇▇.▇▇▇▇” sign as well as any related trademarks, trade names, domain names, copyrights and similar Intellectual Property Rights, substantially on the terms as included in Schedule 7.2.1(x); (xi) Seller and EPCOS Portugal shall procure that the Parties shall sign, and the Seller shall cause any other relevant entity of the CMB Group (with the exclusion of Euronav and its affiliates) to sign a license agreement in relation to the licensing of the “Bocimar”, “Bochem” and “Delphis” (word and/or device) signs, substantially on the terms as included in Schedule 7.2.1(xi); (xii) to the extent any Windcat Domain Names are registered in name of an entity of the CMB Group other than a Group Company, the Seller shall deliver evidence of the transfer of such domain name to a Group Company; and (xiii) the Seller shall deliver to the Purchaser evidence of the satisfaction of its pre-Closing Covenants set forth in Clause 6.6. 7.2.2 The effectiveness of each of the Closing Actions is conditional upon the fulfilment of all of the other Closing Actions. 7.2.3 The Purchaser may at any time waive any of the Closing Actions required to Sublicense Agreement will be done executed by the Seller, and the Seller may at any time waive any of the Closing Actions required to be done by the Purchaserdesignated parties thereto. 7.2.4 If a Party fails to fulfil any of its Closing Actions, then the Purchaser (if the Seller fails to fulfil any of its Closing Actions) or the Seller (if the Purchaser fails to fulfil any of its Closing Actions) may: (i) proceed to Closing to the extent reasonably possible and permitted by Law, which shall include for the avoidance of doubt the right to claim specific performance; (ii) defer Closing, in which event the provisions of this Clause 7 shall apply to Closing so deferred, provided that Closing cannot be deferred past the Long Stop Date; or (iii) terminate this Agreement in accordance with Clause 15, in which case all Closing Actions already fulfilled shall be deemed null and void. Such termination right is without prejudice to any other rights or remedies which the non-defaulting Party may have under applicable Law against the Party in breach of its Closing Actions.

Closing Actions. 7.2.1 On 6.2.1. The following actions shall take place at the registered office of the Company on the First Closing Date: (a) The Purchasers shall, and each Purchaser shall procure that every other Purchaser does, remit the Non-Promoter Purchase Amount (as adjusted in accordance with Clause 3.2, where applicable) by wire or electronic fund transfer into the account designated by the respective Non-Promoter Sellers. Upon the credit of the Non-Promoter Purchase Amount into the account notified by the respective Non-Promoter Sellers, the Purchasers shall have discharged their obligations to pay the Non-Promoter Sellers. (b) Upon the Purchasers providing the Sellers with a copy of the irrevocable wire transfer instructions, (A) each Non-Promoter Seller shall (i) deliver to its depository participant, the delivery instructions duly signed by it authorizing the depository participant to give credit of the Sale Shares held by it to the dematerialized account of the relevant Purchasers, details of which shall be provided by the Purchasers to the Company and the Sellers; and (ii) deliver a copy of the aforesaid irrevocable delivery instruction slip along with a confirmation from the respective Seller’s depository participant that the Sale Shares have been credited to the dematerialized account of the relevant Purchasers; (c) The Purchasers shall pay the premium to the insurer on or before the First Closing Date towards procurement of the R&W Insurance, which shall be effective from the First Closing Date and provide documentation confirming such payment to the Holdco and Holdco Promoters on the First Closing Date. Provided that in the event that the premium payable to the insurer issuing R&W Insurance is higher than or lower than Rs. 8,05,35,000 (Rupees Eight Crores Five Lakhs and Thirty Five Thousand), then the Parties shall perform mutually discuss the following actions manner in which such increase/ decrease shall be dealt with. The Parties hereby agree to reduce the Per Sale Share Price to factor for transaction expenses incurred by the Company in relation to the sale and purchase of the Transaction Shares contemplated under the Transaction Documents for the period prior to the Original Agreement Date, irrespective of whether invoices for such transaction expenses are raised, or transaction expenses are paid, prior to or post the Original Agreement Date. Transaction expenses paid by the Company in relation to the sale and purchase of the Transaction Shares as contemplated under the Transaction Documents (other than expenses/ fees of the “Seller Advisors) for the period after the Agreement Date shall not be reduced from the Per Sale Share Price. The transaction expenses incurred by the Company (on behalf of the Sellers), for the period between the Original Agreement Date and the Agreement Date (Interim Transaction Expenses), for the sale and purchase of the Transaction Shares, shall be shared equally between the Sellers and the Purchasers. The allocation of Interim Transaction Expenses amongst the Sellers shall be as mutually agreed between the Sellers. The Purchasers and the Sellers shall mutually discuss and agree on the mechanism for the settlement / payment of the Interim Transaction Expenses prior to the First Closing Actions”):Date. (id) the Seller shall confirm the outstanding amount, including any interest accrued, under the Additional Funding, if any, that must be repaid on the Closing Date in order to fully repay and terminate the shareholder loan in respect of the Additional Funding (the “Outstanding Amount”); (ii) if the W&I Insurance has been entered into by the Closing Date, (a) the Seller The relevant ▇▇ ▇▇▇▇▇▇▇ shall deliver to the Purchaser Representatives and the Company, their respective Supporting Documents and the Final Tax Certificate. 6.2.2. The Company shall convene and hold a copy meeting of its Board, at which meeting the Bring-Down Certificatedirectors shall pass resolutions, and (b) the Purchaser shall deliver to the Seller evidence of the fact that the W&I Insurance includes an express waiver from the W&I Insurer of any rights of subrogation as set forth in Clause 13.2.4;inter alia, to: (iiia) the Purchaser shall pay the Purchase Price to the Seller by transferring the amount set out in Clause 3.1 to the Seller by means of a wire transfer of immediately available funds to the bank account of such Seller as notified by it to the Purchaser; (iv) the Purchaser shall pay the Outstanding Amount, if any, to the Seller by transferring the amount notified to it pursuant to Clause 7.2.1 (i) to the Seller by means of a wire transfer of immediately available funds to the bank account of the Seller as notified by it to the Purchaser; (v) following receipt of the Purchase Price, the Seller shall deliver to the Purchaser a written statement confirming receipt of the Purchase Price; (vi) following receipt of the Outstanding Amount under the Additional Funding, if any, the Seller shall deliver to the Purchaser a written statement confirming receipt thereof and confirming the repayment and termination of the underlying shareholder loan; (vii) the Seller shall deliver evidence to the Purchaser that the pledge on the Shares pursuant to a share pledge agreement dated 20 November 2023 between the Seller as security provider and KBC Bank NV as security agent has been fully and irrevocable released; (viii) the Purchaser and the Seller shall record and sign the transfer of the Sale Shares transferred on the First Closing Date in the name of the relevant Purchasers upon receipt of the duly executed receipt from the depository of such Purchasers acknowledging the transfer of the Sale Shares. (b) appoint the person(s) nominated by the Seller to Purchasers (as approved by the IRDA) (the Purchaser in Nominee Directors) as director(s) on the share register Board of the Company;, provided that the names of the Purchaser Nominee Directors shall have been provided to the Sellers and the Company prior to the First Closing Date; and (ixc) approve the Seller shall deliver resignation of such Existing Director(s) as notified by the Purchasers to the Purchaser a duly signed letter pursuant to which Sellers and the Seller grants Euronav a priority right for certain commercial opportunities, substantially on the terms as included in Schedule 7.2.1(ix), and Euronav shall countersign such letter for acceptance; (x) Company prior to the extent necessary, the Parties First Closing Date (which shall sign an assignment agreement pursuant to which the Seller shall assign, to ▇▇▇.necessarily include ▇▇▇▇, the “▇▇▇.▇ ▇▇▇▇” sign as well as any related trademarks▇▇▇ and ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇) from the Board and the resignation of such Existing Directors of the Company shall be taken on record and accepted with effect from the closure of the Board meeting. 6.2.3. Subject to Clause 2.4, trade names, domain names, copyrights and similar Intellectual Property Rights, substantially on the terms as included in Schedule 7.2.1(x); (xi) the Parties shall sign, and the Seller shall cause any other relevant entity of the CMB Group (with the exclusion of Euronav and its affiliates) to sign a license agreement in relation to the licensing of the “Bocimar”, “Bochem” and “Delphis” (word and/or device) signs, substantially on the terms as included in Schedule 7.2.1(xi); (xii) to the extent any Windcat Domain Names are registered in name of an entity of the CMB Group other than a Group Company, the Seller shall deliver evidence of the transfer of such domain name to a Group Company; and (xiii) the Seller shall deliver to the Purchaser evidence of the satisfaction of its pre-Closing Covenants set forth in Clause 6.6. 7.2.2 The effectiveness of agree that each of the actions provided for in Clause 6.2.1 and Clause 6.2.2 above and the actions provided for in Clause 6.8.3 below (only in the case of a Joint Transfer) shall take place on the First Closing Actions is conditional upon the fulfilment of all Date simultaneously with each of the other Closing Actions. 7.2.3 The Purchaser may at any time waive any transactions set out in clause 6.2 of the Closing Actions Restated Minority Shareholder SPA, with each of the transactions set out in clause 6.2 of the Restated CMD SPA, with each of the transactions set out in clause 3.7 of the Restated Opco Promoters’ SPA, provided the conditions specified therein are fulfilled by March 22, 2019; and none of the above mentioned transactions shall be consummated unless all such transactions have been completed or complied with. The Parties shall take all measures and do all acts, deeds, matters and things as may be required to be done by ensure that all the Seller, events contemplated under Clause 6.2.1 and the Seller may at any time waive any of the Closing Actions required to be done by the Purchaser. 7.2.4 If a Party fails to fulfil any of its Closing Actions, then the Purchaser (if the Seller fails to fulfil any of its Closing Actions) or the Seller (if the Purchaser fails to fulfil any of its Closing Actions) may: (i) proceed to Closing to the extent reasonably possible Clause 6.2.2 and permitted by Law, which shall include for the avoidance of doubt the right to claim specific performance; (ii) defer Closing, Clause 6.8.3 below (only in which event the provisions case of this Clause 7 shall apply to a Joint Transfer) are completed on the First Closing so deferred, provided that Closing cannot be deferred past the Long Stop Date; or (iii) terminate this Agreement in accordance with Clause 15, in which case all Closing Actions already fulfilled shall be deemed null and void. Such termination right is without prejudice to any other rights or remedies which the non-defaulting Party may have under applicable Law against the Party in breach of its Closing Actions.

Closing Actions. 7.2.1 On Subject to the Closing Date, terms of this Agreement, (a) at the Parties shall perform the following actions (the “Closing Actions”):First Closing, (i) the Purchaser is delivering the First Closing Purchase Price in the amount of $1,500,000 to the Seller shall confirm by wire transfer to such account previously specified by the outstanding amount, including any interest accrued, under the Additional Funding, if any, that must be repaid on the Closing Date in order to fully repay and terminate the shareholder loan in respect of the Additional Funding (the “Outstanding Amount”)Seller; (ii) if the W&I Insurance has been entered into by the Closing Date, (a) the Seller shall deliver is delivering a Convertible Note in the face amount of the First Closing Purchase Price to the Purchaser a copy of the Bring-Down Certificate, and (b) the Purchaser shall deliver to the Seller evidence of the fact that the W&I Insurance includes an express waiver from the W&I Insurer of any rights of subrogation as set forth in Clause 13.2.4Purchaser; (iii) the Purchaser shall pay the Purchase Price Seller is delivering to the Seller by transferring each of Presencia and PVI Holding a check in the amount set out of $25,000 payable to it in Clause 3.1 to the Seller by means of a wire transfer of immediately available funds to for the bank account reimbursement of such Seller as notified by it to the Purchaser;fees and expenses described in Section 19 hereof. (iv) the Purchaser shall pay and PVI Holding are delivering to each other an intercreditor agreement (the Outstanding Amount, if any, to the Seller by transferring the amount notified to it pursuant to Clause 7.2.1 (i) to the Seller by means of a wire transfer of immediately available funds to the bank account of the Seller as notified by it to the Purchaser"Intercreditor Agreement"); (v) following receipt of the Purchase Price, the Seller shall deliver and Cablevision are delivering to each other an amendment to the Purchaser a written statement confirming receipt Option Agreement by and between the Seller and Cablevision dated as of June 25, 2002 (the Purchase Price"Option Agreement"); (vi) following receipt of the Outstanding Amount under the Additional Funding, if any, the Seller shall deliver and Cablevision are delivering to each other an amendment to the Purchaser a written statement confirming receipt thereof Proprietary Information Escrow Agreement by and confirming among the repayment Seller, Cablevision and termination ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, dated as of June 25, 2002 (the underlying shareholder loan"Escrow Agreement"); (vii) the Seller shall deliver evidence and each of ▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ are delivering to the Purchaser that the pledge on the Shares pursuant to a share pledge agreement dated 20 November 2023 between the Seller as security provider each other employment and KBC Bank NV as security agent has been fully and irrevocable releasedstock option agreements; (viii) the Purchaser Seller is delivering to PVI Holding an amended and the Seller shall record and sign the transfer restated convertible promissory note against delivery by PVI Holding of the Shares Convertible Promissory Note dated as of June 25, 2002 previously issued to PVI Holding by the Seller to (the Purchaser in the share register of the Company"Amended and Restated PVI Holding Note"); (ix) PVI Holding is delivering to the Seller shall deliver its waiver and consent with respect to the Purchaser a duly signed letter transactions contemplated hereunder to the extent required under the Stock Purchase Agreement or the PVI Holding Note Purchase Agreement, including without limitation its waiver of its rights pursuant to which Section 6.2 of the Seller grants Euronav a priority right for certain commercial opportunities, substantially on Stock Purchase Agreement as such rights relate to the terms as included issuance of shares of common stock upon exercise of the warrant described in Schedule 7.2.1(ix), and Euronav shall countersign such letter for acceptanceSection 2.4(c)(x) that may be delivered in connection with the Third Closing; (x) the Seller is delivering to the extent necessary, Purchaser an opinion of the Parties shall sign an assignment agreement pursuant Seller's counsel in a form as agreed to which by the Seller shall assign, to ▇▇▇.▇▇▇▇, the “▇▇▇.▇▇▇▇” sign as well as any related trademarks, trade names, domain names, copyrights and similar Intellectual Property Rights, substantially on the terms as included in Schedule 7.2.1(x)parties; (xi) the Parties shall signSeller is delivering to the Purchaser a certificate, executed on behalf of the Seller by its Secretary, dated as of the Closing Date, certifying the resolutions of the Seller's Board approving the transactions contemplated by this Agreement and the Seller shall cause any other relevant entity of the CMB Group (with the exclusion of Euronav and its affiliates) to sign a license agreement in relation to the licensing of the “Bocimar”, “Bochem” and “Delphis” (word and/or device) signs, substantially on the terms as included in Schedule 7.2.1(xi)Transaction Documents; (xii) the Seller and the parties to the Reorganization Agreement are delivering to each other an amendment thereto and their consent to the transactions contemplated hereby; (xiii) Cablevision is delivering to the Seller its waiver and consent with respect to the transactions contemplated hereunder to the extent any Windcat Domain Names are registered in name of an entity of required under the CMB Group other than a Group Company, the Seller shall deliver evidence of the transfer of such domain name to a Group CompanyOption Agreement; and (xiiixiv) following its receipt of the First Closing Purchase Price, the Seller shall deliver is delivering to Presencia $150,000 to be applied to the Purchaser evidence principal amounts outstanding as of the satisfaction date of its pre-Closing Covenants set forth such closing with respect to the Contingent Service Fee (as such term is defined in Clause 6.6the Consultant Services Agreement) for 2001. 7.2.2 The effectiveness of each of (b) at the Closing Actions is conditional upon the fulfilment of all of the other Closing Actions. 7.2.3 The Purchaser may at any time waive any of the Closing Actions required to be done by the Seller, and the Seller may at any time waive any of the Closing Actions required to be done by the Purchaser. 7.2.4 If a Party fails to fulfil any of its Closing Actions, then the Purchaser (if the Seller fails to fulfil any of its Closing Actions) or the Seller (if the Purchaser fails to fulfil any of its Closing Actions) maySecond Closing: (i) proceed Purchaser will deliver an amount equal to the Second Closing Purchase Price by wire transfer to such account previously specified by the Seller: (ii) the Seller will deliver a Convertible Note in the aggregate principal amount of the Second Closing Purchase Price to the Purchaser; (iii) the Seller will deliver to the Purchaser a certificate, executed on behalf of the Seller by its Secretary, dated as of the Second Closing Date, certifying the resolutions of the Seller's Board and any duly authorized committee thereof, approving the transactions contemplated by this Agreement and the other Transaction Documents; and (iv) the Seller will deliver to the Purchaser an opinion of the Seller's counsel in substantially the form delivered at the First Closing. (c) at the Third Closing, subject to Presencia's delivery of the Election Notice, which shall be in Presencia's sole discretion, and PVI Holding's approval of Presencia's designee(s) (if any) designated therein, which approval will not be unreasonably withheld or delayed: (i) to the extent reasonably possible it is not already a party to this Agreement and permitted by Lawthe Intercreditor Agreement, which shall include for each Purchaser will deliver a joinder agreement in the avoidance of doubt the right to claim specific performanceform attached hereto as Annex B; (ii) defer each Purchaser will deliver an amount equal to the face amount of the Convertible Note to be issued to it to the Seller by wire transfer to such account previously specified by the Seller, it being agreed that the Purchasers will deliver an aggregate amount equal to the Third Closing Purchase Price at the Third Closing, in which event the provisions of this Clause 7 shall apply to Closing so deferred, provided that Closing cannot be deferred past the Long Stop Date; or; (iii) terminate the Seller will deliver Convertible Notes in the aggregate principal amount of the Third Closing Purchase Price to the Purchasers; (iv) the Seller will deliver to Presencia amended Presencia Warrant Certificates (the "Amended Presencia Warrant Certificates") against delivery of the Presencia Warrant Certificates; (v) the Seller will deliver to PVI Holding warrants to purchase 2,658 and 106,329 shares of the Seller's common stock substantially in the form of the Special Warrants, as amended; (vi) following its receipt of the Third Closing Purchase Price, the Seller will deliver to Presencia an amount equal to the excess of $300,645 plus accrued interest, if any, over $150,000, on account of amounts accrued as of the date of such closing with respect to the Contingent Service Fee (as such term is defined in the Consultant Services Agreement) for 2001; (vii) the Seller and PVI Holding will deliver to each other an amendment to the Stock Purchase Agreement in the form attached hereto as Exhibit 2.4(b)(vii); (viii) the Seller will deliver to the Purchasers an opinion of the Seller's counsel in substantially the form delivered at the First Closing; (ix) if neither ▇▇▇▇▇ ▇▇▇▇ nor ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ is then serving as a co-CEO of the Seller (or as the sole CEO if one of them shall cease to so serve), the Seller shall have delivered to the Purchasers and PVI Holding a certificate executed by one of its officers stating that the representations and warranties made by the Seller in Section 4 hereof are true and correct as of the Third Closing Date with the same force and effect as if they had been made on and as of said date; (x) if Presencia requests, the Seller will deliver to one or more of the Purchasers who are Presencia's designees (including, without limitation, directors, officers and direct or indirect shareholders of Presencia, other than ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ or ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇) warrants to purchase up to an aggregate of 100,000 shares of the Seller's common stock at an exercise price of $1.50 per share and with a term of four (4) years, substantially in the form of the Amended Presencia Warrant Certificates; and (xi) the Seller is delivering to the Purchaser a certificate, executed on behalf of the Seller by its Secretary, dated as of the Third Closing Date, certifying the resolutions of the Seller's Board approving the transactions contemplated by this Agreement in accordance with Clause 15, in which case all Closing Actions already fulfilled shall be deemed null and void. Such termination right is without prejudice to any the other rights or remedies which the non-defaulting Party may have under applicable Law against the Party in breach of its Closing ActionsTransaction Documents."

Closing Actions. 7.2.1 6.1 On the Closing Date, Date the Parties shall perform take or cause to be taken the following actions (the “Closing Actions”) which shall be taken simultaneously (Zug um Zug): (ia) the Seller shall confirm the outstanding amount, including any interest accrued, under the Additional Funding, if any, that must be repaid on the Closing Date in order to fully repay and terminate the shareholder loan in respect For each member of the Additional Funding (supervisory board of the “Outstanding Amount”); (ii) if the W&I Insurance has been entered into by Company, Seller delivers to Purchaser a resignation letter, effective as of the Closing Date, (a. b) Delivery by Purchaser and Seller of the Seller shall deliver irrevocable written instructions to the Purchaser a copy of escrow agent to release the Bring-Down Certificate, and (b) the Purchaser shall deliver Purchase Price to the Seller evidence of the fact that the W&I Insurance includes an express waiver from the W&I Insurer of any rights of subrogation as set forth in Clause 13.2.4;Section 4. c) Seller delivers and transfers the Share Certificate by way of endorsement (iii) the Purchaser shall pay the Purchase Price to the Seller by transferring the amount set out in Clause 3.1 to the Seller by means of a wire transfer of immediately available funds to the bank account of such Seller as notified by it to the Purchaser; (iv) the Purchaser shall pay the Outstanding Amount, if any, to the Seller by transferring the amount notified to it pursuant to Clause 7.2.1 (iIndossament) to Purchaser. d) Seller and the Seller by means of a wire transfer of immediately available funds to the bank account of the Seller as notified by it to the Purchaser; (v) following receipt of the Purchase Price, the Seller shall Company execute and deliver to the Purchaser each other an intellectual property license agreement, a written statement confirming receipt draft of the Purchase Price; (vi) following receipt of the Outstanding Amount under the Additional Fundingwhich is attached as Exhibit 6.1d), if any, the Seller shall deliver to the Purchaser a written statement confirming receipt thereof and confirming the repayment and termination of the underlying shareholder loan; (vii) the Seller shall deliver evidence to the Purchaser that the pledge on the Shares pursuant to a share pledge agreement dated 20 November 2023 between the Seller as security provider and KBC Bank NV as security agent has been fully and irrevocable released; (viii) the Purchaser and the Seller shall record and sign the transfer of the Shares by the Seller to the Purchaser in the share register of the Company; (ix) the Seller shall deliver to the Purchaser a duly signed letter pursuant to which the Company grants to Seller grants Euronav a priority right for license regarding certain commercial opportunitiesintellectual property rights (the “Intellectual Property License Agreement”). e) Seller and the Company execute and deliver to each other a trademark license agreement, substantially on the terms a draft of which is attached as included in Schedule 7.2.1(ixExhibit 6.1e), and Euronav shall countersign such letter for acceptance; (x) to the extent necessary, the Parties shall sign an assignment agreement pursuant to which Seller grants the Seller shall assign, to ▇▇▇.▇▇▇▇, Group Companies a license regarding certain trademarks (the “▇▇▇.▇▇▇▇” sign as well as any related trademarksTrademark License Agreement”, trade names, domain names, copyrights and similar together with the Intellectual Property RightsLicense Agreement the “License Agreements”). f) Seller, substantially on the terms as included in Schedule 7.2.1(x); (xi) the Parties shall sign, Purchaser and the Seller shall cause any Company execute and deliver to each other relevant entity an agreement, a draft of the CMB Group which is attached as Exhibit 6.1f)_A (with the exclusion of Euronav and its affiliates) to sign a license agreement in relation to the licensing of the “BocimarRelease Agreement”), pursuant to which Seller is released from its liabilities under the attached comfort letter (Exhibit 6.1f)_B) and under which Purchaser shall assume all liability under the attached comfort letter (Exhibit 6.1f)_B) and hold Seller harmless from any claims of third parties arising thereunder. g) Seller and Purchaser confirm in a written document substantially in the form as attached as Exhibit 6.1g) (the “Bochem” Closing Confirmation”) that the Closing has occurred and “Delphis” (word and/or device) signs, substantially on is completed. 6.2 Purchaser may waive the terms as included in Schedule 7.2.1(xi); (xii) to the extent any Windcat Domain Names are registered in name of an entity of the CMB Group other than a Group Company, the Seller shall deliver evidence of the transfer of such domain name to a Group Company; and (xiii) the Seller shall deliver to the Purchaser evidence of the satisfaction of its pre-Closing Covenants Actions set forth in Clause 6.6. 7.2.2 The effectiveness of each of Sections 6.1a), 6.1c) and 6.1e). Seller may waive the Closing Actions is conditional upon the fulfilment of all of the other Closing Actions. 7.2.3 set forth in Sections 6.1b), 6.1d) and 6.1f). The Purchaser Parties may at any time jointly waive any of the Closing Actions required Action set forth in Section 6.1g). The effect of a waiver shall be limited to be done by eliminating the Seller, and need that the Seller may respective Closing Action is being performed at any time waive any of the Closing Actions required and shall not prejudice any claims any Party may have on the basis of any circumstances relating to be done by the Purchaser. 7.2.4 If a Party fails to fulfil any of its Closing Actions, then the Purchaser (if the Seller fails to fulfil any of its Closing Actions) or the Seller (if the Purchaser fails to fulfil any of its Closing Actions) may: (i) proceed to Closing to the extent reasonably possible and permitted by Law, which shall include for the avoidance of doubt the right to claim specific performance; (ii) defer Closing, in which event the provisions of this Clause 7 shall apply to Closing so deferred, provided that Closing cannot be deferred past the Long Stop Date; or (iii) terminate this Agreement in accordance with Clause 15, in which case all Closing Actions already fulfilled shall be deemed null and void. Such termination right is without prejudice to any other rights or remedies which the non-defaulting Party may have under applicable Law against the Party in breach performance of its such Closing ActionsAction.

Closing Actions. 7.2.1 On the Closing DateSimultaneously with, or immediately following, this Agreement becoming effective, the Parties respective parties thereto shall perform enter into each other Transaction Document and the following actions shall be taken and the following deliveries shall be made (such actions and deliveries, the “Closing Actions”): (a) First, LIN-Texas shall contribute to Station Venture, and Station Venture shall accept from LIN-Texas, $100,000,000. (b) Second, in partial payment of the Loan (as defined in the Credit Agreement), Station Venture shall pay to GE Capital an aggregate amount equal to (i) $100,000,000 plus (ii) the Seller shall confirm the outstanding amount, including any amount of accrued but unpaid interest accrued, under the Additional FundingCredit Agreement as of the date of this Agreement (the payment of the amount described in clause (ii), the “Interest Payment”); provided that, if anyGE and LIN would be obligated pursuant to the GE Shortfall Funding Agreements and the LIN Shortfall Funding Agreements, that must respectively, to pay or cause to be repaid on the Closing Date in order paid any amounts to fully repay and terminate the shareholder loan Station Venture in respect of the Additional Interest Payment (assuming that the Interest Payment was payable on the date of this Agreement under the Credit Agreement), then (x) NBCH shall pay to Station Venture an amount equal to the aggregate amount payable by GE and LIN pursuant to the GE Shortfall Funding Agreements and the LIN Shortfall Funding Agreements, respectively, in respect of the Interest Payment and (y) Station Venture shall issue a promissory note payable to NBCH in the “Outstanding Amount”amount of NBCH’s payment pursuant to the foregoing clause (x);. For all purposes of this Agreement, (1) the payment made pursuant to clause (x) of the immediately preceding sentence shall constitute a GE Shortfall Funding and (2) the promissory note issued pursuant to clause (y) of the immediately preceding sentence shall constitute a GE Shortfall Funding Agreement. (c) Third, without limiting Section 5.04(a), each of GE Capital and Lone Star (i) shall (and, subject to Section 2.02, hereby does pursuant to this Agreement) fully, irrevocably and unconditionally release and discharge LIN from its obligations under the Guarantee and LIN-Texas from its obligations under the Guarantor Pledge Agreement and (ii) if acknowledges and agrees that the W&I Insurance has been entered into Guarantee and Guarantor Pledge Agreement shall be (and, subject to Section 2.02, hereby are pursuant to this Agreement) terminated and LIN and LIN-Texas shall have no further liability or obligation thereunder and no action shall be required by any other Person to effect such terminations. (d) Fourth, GE Capital and Lone Star shall sell and assign to NBCU I, and NBCU I shall purchase and assume from GE Capital and Lone Star, pursuant to the Closing DateGE Capital Assignment and Assumption Agreement, all of the rights and obligations of GE Capital and Lone Star, as applicable, under the Credit Agreement, the Venture Pledge Agreement, the Venture Security Agreement and the LP Security Agreement (aincluding all related pledges, guarantees, security agreements and related rights), and in consideration therefor NBCU I shall pay to GE Capital $602,000,000. For the avoidance of doubt, NBCU I shall not acquire any rights under the Guarantee, the Guarantor Pledge Agreement or any Affiliate Arrangements. (e) Fifth, GE Capital shall take all actions, to the Seller extent set forth in Section 5.01(c)(ii), to transfer to NBCU I collateral pledged under the Venture Pledge Agreement, the Venture Security Agreement and the LP Security Agreement. (f) Sixth, NBCH shall (and, subject to Section 2.02, hereby does pursuant to this Agreement) transfer and assign to NBCU I, and NBCU I shall (and, subject to Section 2.02, hereby does pursuant to this Agreement) acquire and assume from NBCH, all of NBCH’s rights in respect of the GE Shortfall Funding Agreements and the GE Shortfall Fundings and NBCH shall deliver to the Purchaser a copy NBCU I each of the Bring-Down Certificate, and (b) the Purchaser shall deliver to the Seller evidence of the fact that the W&I Insurance includes an express waiver from the W&I Insurer of any rights of subrogation related promissory notes as set forth in Clause 13.2.4;Section 5.01(c)(iv), or an affidavit of lost note in relation to same, and in consideration therefor NBCU I shall pay to NBCH $1.00. (iiig) Seventh, without limiting Section 5.04(a), GE shall (and, subject to Section 2.02, hereby does pursuant to this Agreement) fully, irrevocably and unconditionally waive all of its and its Affiliates’ rights in respect of the Purchaser NBCU Shortfall Funding Agreements and the NBCU Shortfall Fundings, including all rights under the Master Agreement (including numbered paragraph 1 of Section 6.26(c) of the NBCU Disclosure Letter (as defined therein)), and in consideration therefor NBCU I shall pay the Purchase Price to NBCH $1.00. (h) Eighth, LIN Television and LIN-Texas shall transfer and assign to NBCU I, and NBCU I shall acquire and assume from LIN Television and LIN-Texas, pursuant to the Seller by transferring LIN Assignment and Assumption Agreement, all of LIN Television’s and LIN-Texas’ rights in respect of the amount LIN Shortfall Funding Agreements and the LIN Shortfall Fundings, and LIN shall cause to be delivered to NBCU I each of the related promissory notes as set out forth in Clause 3.1 to the Seller by means of a wire transfer of immediately available funds to the bank account of such Seller as notified by it to the Purchaser; (iv) the Purchaser Section 5.01(c)(v), and in consideration therefor NBCU I shall pay the Outstanding Amount, if any, to the Seller by transferring the amount notified to it pursuant to Clause 7.2.1LIN $1.00. (i) Ninth, LIN-Texas shall transfer and assign to NBCU I and NBCU II, and NBCU I and NBCU II shall acquire and assume from LIN-Texas, respectively, pursuant to the Seller by means of a wire transfer of immediately available funds to the bank account LIN Assignment and Assumption Agreement, 95.1% and 4.9% of the Seller as notified by it to the Purchaser; (v) following receipt of the Purchase Price, the Seller shall deliver to the Purchaser a written statement confirming receipt of the Purchase Price; (vi) following receipt of the Outstanding Amount under the Additional Funding, if any, the Seller shall deliver to the Purchaser a written statement confirming receipt thereof and confirming the repayment and termination of the underlying shareholder loan; (vii) the Seller shall deliver evidence to the Purchaser that the pledge on the Shares pursuant to a share pledge agreement dated 20 November 2023 between the Seller as security provider and KBC Bank NV as security agent has been fully and irrevocable released; (viii) the Purchaser and the Seller shall record and sign the transfer of the Shares by the Seller to the Purchaser in the share register of the Company; (ix) the Seller shall deliver to the Purchaser a duly signed letter pursuant to which the Seller grants Euronav a priority right for certain commercial opportunities, substantially on the terms as included in Schedule 7.2.1(ix)LIN-Texas LLC Interests, and Euronav in consideration therefor NBCU I and NBCU II shall countersign such letter for acceptance; (x) pay to the extent necessary, the Parties shall sign an assignment agreement pursuant to which the Seller shall assign, to ▇▇▇LIN-Texas $1.00.▇▇▇▇, the “▇▇▇.▇▇▇▇” sign as well as any related trademarks, trade names, domain names, copyrights and similar Intellectual Property Rights, substantially on the terms as included in Schedule 7.2.1(x); (xi) the Parties shall sign, and the Seller shall cause any other relevant entity of the CMB Group (with the exclusion of Euronav and its affiliates) to sign a license agreement in relation to the licensing of the “Bocimar”, “Bochem” and “Delphis” (word and/or device) signs, substantially on the terms as included in Schedule 7.2.1(xi); (xii) to the extent any Windcat Domain Names are registered in name of an entity of the CMB Group other than a Group Company, the Seller shall deliver evidence of the transfer of such domain name to a Group Company; and (xiii) the Seller shall deliver to the Purchaser evidence of the satisfaction of its pre-Closing Covenants set forth in Clause 6.6. 7.2.2 The effectiveness of each of the Closing Actions is conditional upon the fulfilment of all of the other Closing Actions. 7.2.3 The Purchaser may at any time waive any of the Closing Actions required to be done by the Seller, and the Seller may at any time waive any of the Closing Actions required to be done by the Purchaser. 7.2.4 If a Party fails to fulfil any of its Closing Actions, then the Purchaser (if the Seller fails to fulfil any of its Closing Actions) or the Seller (if the Purchaser fails to fulfil any of its Closing Actions) may: (i) proceed to Closing to the extent reasonably possible and permitted by Law, which shall include for the avoidance of doubt the right to claim specific performance; (ii) defer Closing, in which event the provisions of this Clause 7 shall apply to Closing so deferred, provided that Closing cannot be deferred past the Long Stop Date; or (iii) terminate this Agreement in accordance with Clause 15, in which case all Closing Actions already fulfilled shall be deemed null and void. Such termination right is without prejudice to any other rights or remedies which the non-defaulting Party may have under applicable Law against the Party in breach of its Closing Actions.

Closing Actions. 7.2.1 On the Targeted Closing Date, the Parties Seller and the Purchaser (as the case may be) shall perform take, or cause to be taken, concurrently (Zug um Zug) the following actions (collectively the “Closing Actions” and each a “Closing Action” and the Closing Actions lit. (a) to lit. (j) below the “Closing Actions Part I”): (i) the Seller shall confirm the outstanding amount, including any interest accrued, under the Additional Funding, if any, that must be repaid on the Closing Date in order to fully repay and terminate the shareholder loan in respect of the Additional Funding (the “Outstanding Amount”); (ii) if the W&I Insurance has been entered into by the Closing Date, (a) the Seller shall deliver to the Purchaser a copy of the Bring-Down Certificate, and (b) the Purchaser shall deliver to the Seller evidence of the fact that the W&I Insurance includes an express waiver from the W&I Insurer of any rights of subrogation as set forth in Clause 13.2.4; (iii) the The Purchaser shall pay the Purchase Price to the Seller's Account in accordance with Section 5. (b) The Seller by transferring the amount set out in Clause 3.1 shall present to the Seller by means Purchaser evidence of a wire transfer the removal, effective prior to or as of immediately available funds the Targeted Closing Date, of those members of the management, advisory board, or any other corporate body of the Group Entities as listed in Exhibit 8.2.l(b)­1 (the individuals listed on this Exhibit collectively the “Seller's Board Members”) through delivery to the bank account Purchaser of one or several shareholder's resolutions (such Seller as notified by it to shareholder's resolutions collectively the Purchaser;“Removal Resolutions”) substantially in the form set forth in Exhibit 8.2.l(b)-2 removing the Seller's Board Members. (ivc) the Purchaser shall pay the Outstanding Amount, if any, to the Seller by transferring the amount notified to it pursuant to Clause 7.2.1 (i) to the Seller by means of a wire transfer of immediately available funds to the bank account of the Seller as notified by it to the Purchaser; (v) following receipt of the Purchase Price, the The Seller shall deliver to the Purchaser a written statement confirming receipt shareholders' resolutions of the Purchase Price;relevant Group Entities substantially in the form set forth in Exhibit 8.2.l(c) granting each of the Seller's Board Members discharge (Entlastung) for the time of their office (if and to the extent such discharge (Entlastung) has not been granted previously). For the avoidance of doubt, such shareholders' resolution granting discharge (Entlastung) may be included in the Removal Resolutions. (vid) following The Seller shall deliver to the Company an extraordinary notice of termination for good cause by which the PLTA shall be terminated with effect as of Closing. (e) The Seller and the Purchaser shall procure that the Company provides the Seller with its written confirmation of receipt and acknowledgement regarding the termination notice under Section 8.2.l(d) above. (f) The Seller and the Purchaser shall procure that (i) the Company duly executes the commercial register application regarding the termination of the Outstanding Amount PLTA and (ii) the relevant Group Entity duly executes the commercial register application regarding the resignation or removal of any Seller's Board Members as set out in Section 8.2.1(b), each to the extent and in the form required under applicable law. (g) The Purchaser shall deliver a copy of the Additional Funding, if any, W&I Insurance policy to the Seller. (h) The Seller shall deliver a copy of the Sell-Side W&I Insurance policy to the Purchaser. (i) The Seller shall deliver to the Purchaser a written statement confirming receipt thereof and confirming undertakings of its shareholders safeguarding the repayment and termination of Seller's undertakings under Section 10.3 below substantially in the underlying shareholder loan;form as attached hereto as Exhibit 8.2.1 (i). EU-DOCS\22159719 (viij) the Seller shall deliver reasonable evidence to the Purchaser showing that the pledge on the Shares pursuant all shares in Keymile Russia LLC have been effectively transferred to a share pledge agreement dated 20 November 2023 between third party outside the Seller as security provider and KBC Bank NV as security agent has been fully and irrevocable released;Group. (viiik) The Seller and the Purchaser shall confirm in a written document, to be jointly executed (in duplicate) substantially in the form attached as Exhibit 8.2.l(k) (the “Transfer of Ownership Confirmation”), (a) that all Closing Conditions have been duly satisfied or waived, and (b) that all Closing Actions Part I have been duly taken, occurred or waived. The legal effect of the Seller Transfer of Ownership Confirmation shall record and sign be to serve as prima facie evidence that the transfer of the Sold Shares by the Seller to the Purchaser in the share register of the Company; (ix) the Seller shall deliver to the Purchaser a duly signed letter pursuant to which the Seller grants Euronav a priority right for certain commercial opportunities, substantially on the terms as included in Schedule 7.2.1(ix), and Euronav shall countersign such letter for acceptance; (x) to the extent necessary, the Parties shall sign an assignment agreement pursuant to which the Seller shall assign, to ▇▇▇.▇▇▇▇, the “▇▇▇.▇▇▇▇” sign as well as any related trademarks, trade names, domain names, copyrights and similar Intellectual Property Rights, substantially on the terms as included in Schedule 7.2.1(x); (xi) the Parties shall sign, Section 3.2 has been perfected and the Seller shall cause any other relevant entity is no longer shareholder of the CMB Group Company prior to having entered into the Working Capital Facility. (with the exclusion of Euronav and its affiliates1) to sign a license agreement The Seller shall offer in relation writing to the licensing of Company to enter into a facilities agreement regarding a working capital facility in the WCF Amount substantially in the form as attached hereto as Exhibit 8.2.1 (1) (the “BocimarWorking Capital Facility”, “Bochem” and “Delphis” (word and/or device) signs, substantially on the terms as included in Schedule 7.2.1(xi); (xii) to the extent any Windcat Domain Names are registered in name of an entity of the CMB Group other than a Group Company, the Seller shall deliver evidence of the transfer of such domain name to a Group Company; and (xiii) the Seller shall deliver to the Purchaser evidence of the satisfaction of its pre-Closing Covenants set forth in Clause 6.6. 7.2.2 The effectiveness of each of the Closing Actions is conditional upon the fulfilment of all of the other Closing Actions. 7.2.3 The Purchaser may at any time waive any of the Closing Actions required to be done by the Seller, and the Seller may at any time waive any of the Closing Actions required to be done by the Purchaser. 7.2.4 If a Party fails to fulfil any of its Closing Actions, then the Purchaser (if the Seller fails to fulfil any of its Closing Actions) or the Seller (if the Purchaser fails to fulfil any of its Closing Actions) may: (i) proceed to Closing to the extent reasonably possible and permitted by Law, which shall include for the avoidance of doubt the right to claim specific performance; (ii) defer Closing, in which event the provisions of this Clause 7 shall apply to Closing so deferred, provided that Closing cannot be deferred past the Long Stop Date; or (iii) terminate this Agreement in accordance with Clause 15, in which case all Closing Actions already fulfilled shall be deemed null and void. Such termination right is without prejudice to any other rights or remedies which the non-defaulting Party may have under applicable Law against the Party in breach of its Closing Actions.

Closing Actions. 7.2.1 On At the Closing Date, the Parties shall perform the following actions Closing: (the “Closing Actions”):a) Purchaser shall: (i) the Seller shall confirm the outstanding amountpay to Seller, including any interest accrued, under the Additional Funding, if any, that must be repaid on the Closing Date in order to fully repay and terminate the shareholder loan in respect of the Additional Funding (the “Outstanding Amount”); (ii) if the W&I Insurance has been entered into by the Closing Date, (a) the Seller shall deliver to the Purchaser a copy of the Bring-Down Certificate, and (b) the Purchaser shall deliver to the Seller evidence of the fact that the W&I Insurance includes an express waiver from the W&I Insurer of any rights of subrogation as set forth in Clause 13.2.4; (iii) the Purchaser shall pay the Purchase Price to the Seller by transferring the amount set out in Clause 3.1 to the Seller by means of a wire transfer of immediately available funds to the bank account of such account(s) specified in writing by Seller as notified by it delivered to Purchaser at least two Business Days prior to the PurchaserClosing, an aggregate amount equal to the Closing Payment; (ii) deliver to Seller bills of sale, certificates of title and other instruments of assignment and transfer (in form and substance mutually agreed between the Parties but as shall be consistent with the terms and conditions of this Agreement) as may be reasonably necessary to vest in Purchaser or the applicable Purchaser Designee(s) all of the Business Sellers’ right, title and interest in and to the Transferred Assets, duly executed by Purchaser or the applicable Purchaser Designee(s); (iii) deliver to Seller instruments evidencing the assumption by Purchaser or the applicable Purchaser Designee(s) of the Assumed Liabilities (in form and substance mutually agreed between the Parties but as shall be consistent with the terms and conditions of this Agreement), duly executed by Purchaser or the applicable Purchaser Designee(s); (iv) deliver to Seller the Purchaser shall pay the Outstanding Amount, if any, to the Seller certificate contemplated by transferring the amount notified to it pursuant to Clause 7.2.1 (i) to the Seller by means of a wire transfer of immediately available funds to the bank account of the Seller as notified by it to the PurchaserSection 8.3(c); (v) following receipt provide to Seller a counterpart of the Purchase PriceTransition Services Agreement, the Seller shall deliver to the Purchaser a written statement confirming receipt of the Purchase Price;duly executed by Purchaser; and (vi) following receipt provide to Seller a counterpart of the Outstanding Amount under the Additional FundingAcquired IP License Agreement, if any, the Seller shall deliver to the Purchaser a written statement confirming receipt thereof and confirming the repayment and termination of the underlying shareholder loan; (vii) the Seller shall deliver evidence to the Purchaser that the pledge on the Shares pursuant to a share pledge agreement dated 20 November 2023 between the Seller as security provider and KBC Bank NV as security agent has been fully and irrevocable released; (viii) the Purchaser and the Seller shall record and sign the transfer of the Shares duly executed by the Seller to the Purchaser in the share register of the Company; (ix) the Seller shall deliver to the Purchaser a duly signed letter pursuant to which the Seller grants Euronav a priority right for certain commercial opportunities, substantially on the terms as included in Schedule 7.2.1(ix), and Euronav shall countersign such letter for acceptance; (x) to the extent necessary, the Parties shall sign an assignment agreement pursuant to which the Seller shall assign, to ▇▇▇.▇▇▇▇, the “▇▇▇.▇▇▇▇” sign as well as any related trademarks, trade names, domain names, copyrights and similar Intellectual Property Rights, substantially on the terms as included in Schedule 7.2.1(x); (xi) the Parties shall sign, and the Seller shall cause any other relevant entity of the CMB Group (with the exclusion of Euronav and its affiliates) to sign a license agreement in relation to the licensing of the “Bocimar”, “Bochem” and “Delphis” (word and/or device) signs, substantially on the terms as included in Schedule 7.2.1(xi); (xii) to the extent any Windcat Domain Names are registered in name of an entity of the CMB Group other than a Group Company, the Seller shall deliver evidence of the transfer of such domain name to a Group Company; and (xiii) the Seller shall deliver to the Purchaser evidence of the satisfaction of its pre-Closing Covenants set forth in Clause 6.6. 7.2.2 The effectiveness of each of the Closing Actions is conditional upon the fulfilment of all of the other Closing Actions. 7.2.3 The Purchaser may at any time waive any of the Closing Actions required to be done by the Seller, and the Seller may at any time waive any of the Closing Actions required to be done by the Purchaser. 7.2.4 If a Party fails to fulfil any of its Closing Actions, then the Purchaser (if the b) Seller fails to fulfil any of its Closing Actions) or the Seller (if the Purchaser fails to fulfil any of its Closing Actions) mayshall: (i) proceed deliver to Closing Purchaser bills of sale, certificates of title and other instruments of assignment and transfer as may be reasonably necessary to vest in Purchaser or the applicable Purchaser Designee(s) all of the Business Sellers’ right, title and interest in and to the extent reasonably possible and permitted Transferred Assets, duly executed by Law, which shall include for Seller or the avoidance of doubt the right to claim specific performanceapplicable Business Seller; (ii) defer Closing, in which event deliver to Purchaser the provisions of this Clause 7 shall apply to Closing so deferred, provided that Closing cannot be deferred past the Long Stop Date; orcertificate contemplated by Section 8.2(c); (iii) terminate this Agreement in accordance with Clause 15provide to Purchaser a counterpart of the Transition Services Agreement, in which case duly executed by all Closing Actions already fulfilled shall be deemed null and void. Such termination right is without prejudice parties thereto other than Purchaser; and (iv) provide to any Purchaser a counterpart of the Acquired IP License Agreement, duly executed by all parties thereto other rights or remedies which the non-defaulting Party may have under applicable Law against the Party in breach of its Closing Actionsthan Purchaser.

Closing Actions. 7.2.1 On The Parties acknowledge and agree that it is a requirement for the Closing Date, sale and purchase of the Parties shall perform Shares to be completed that all of the following below actions (the “Closing Actions”):to be carried out at Closing. (i) The Parties shall grant before the Seller shall confirm Notary a public deed (escritura cero) regulating among other things the outstanding amount, including any interest accrued, under the Additional Funding, if any, that must be repaid on the Closing Date in order to fully repay and terminate the shareholder loan in respect effectiveness of the Additional Funding (the “Outstanding Amount”); (ii) if the W&I Insurance has been entered into by the Closing Date, (a) the Seller shall deliver to the Purchaser a copy of the Bring-Down Certificate, and (b) the Purchaser shall deliver to the Seller evidence of the fact that the W&I Insurance includes an express waiver from the W&I Insurer of any rights of subrogation as set forth in Clause 13.2.4; (iii) the Purchaser shall pay the Purchase Price to the Seller by transferring the amount set out in Clause 3.1 to the Seller by means of a wire transfer of immediately available funds to the bank account of such Seller as notified by it to the Purchaser; (iv) the Purchaser shall pay the Outstanding Amount, if any, to the Seller by transferring the amount notified to it pursuant to Clause 7.2.1 (i) to the Seller by means of a wire transfer of immediately available funds to the bank account of the Seller as notified by it to the Purchaser; (v) following receipt of the Purchase Price, the Seller shall deliver to the Purchaser a written statement confirming Transaction based on receipt of the Purchase Price; (ii) The Parties shall grant before the Notary a public deed pursuant to which (i) the Parties formalize (elevación a público) this Agreement into public deed, (ii) Seller acknowledges receipt the Purchase Price, and (iii) Seller transfers ownership and delivers the Redmas Ventures Shares to Buyer and Buyer, in turn, acquires and receives the Redmas Ventures Shares from Seller (the “Public Deed”); (iii) Seller shall sign and deliver, or cause to be delivered, to Buyer the following items with respect to the Redmas Ventures Shares: (A) original public deed titles of ownership of Seller with respect to the Redmas Ventures Shares for the Notary to record in said titles the transfer of the Redmas Ventures Shares to Buyer; (B) powers of attorney sufficient for the execution of this Agreement and any other Ancillary Agreement; (C) a certificate of one of the Joint and Several Directors of Redmas Ventures (with his signature duly notarized), in form and substance reasonably satisfactory to Buyer and for its inclusion in the Public Deed, certifying with reference to Redmas Ventures Registry Book of Shareholders (Libro Registro de Socios) (A) the ownership of the Redmas Ventures Shares, (B) that the Redmas Ventures Shares are free from any Liens, and (C) that all requirements for the transfer of the Redmas Ventures Shares to Buyer set forth by Law, the Company’s bylaws and any relevant agreement have been duly complied with; and (D) the transfer of the Redmas Ventures Shares shall be recorded in Redmas Ventures Registry Book of Shareholders. (E) Buyer shall provide Seller at the Closing with evidence of approval by ▇▇▇▇▇ of the purchase of Redmas Ventures Shares pursuant to Spanish Companies Law. (F) Prior to Closing, Seller shall execute all necessary agreements, documents deeds and ancillary documents required from a Spanish law perspective in order for Buyer to assign the rights and obligations to purchase the Redmas Shares to Httpool Holdings UK Ltd., or other applicable Affiliate, as the Buyer shall indicate and pursuant to Section ‎9.3 of this Agreement. (iv) Seller shall sign and deliver, or cause to be delivered, to Buyer the following items with respect to the MediaDonuts Shares: (A) a copy of: (I) the existing share certificates in respect of the MediaDonuts Shares or if any of the share certificates have been lost, stolen or destroyed, a duly executed indemnity in respect of the applicable share certificates, (II) the share transfer form in respect of the MediaDonuts Shares duly executed by Seller in favor of Buyer; and (B) a copy of the duly signed board resolution of MediaDonuts approving (A) the transfer of the MediaDonuts Shares and the entry of Buyer into the electronic register of members of MediaDonuts; (B) the issuance of the new share certificate in the name of Buyer in respect of the MediaDonuts Shares; (C) the resignations referred to in Section ‎3.2‎(a)(i)(A); and (D) such other business as Buyer shall reasonably require. (v) On the Closing Date, Buyer shall deliver to Seller the Purchase Price in accordance with the provisions of Section 2 hereof and pay or procure the payment to IRAS for stamp duty in connection with the transfer of the MediaDonuts Shares from Seller to Buyer. (vi) following receipt Buyer shall coordinate with the corporate secretarial agent of MediaDonuts to make the relevant filings with ACRA to evidence the removal of the Outstanding Amount Seller Appointees from the board of MediaDonuts and the transfer of the MediaDonuts Shares from Seller to Buyer and deliver to Seller: (A) the updated electronic register of members of MediaDonuts reflecting Buyer as holder of the MediaDonuts Shares; and (B) the updated electronic register of directors of MediaDonuts evidencing the removal of the Seller Appointees from the board of MediaDonuts. (vii) On the Closing Date, Buyer shall deliver to Seller a Release and Termination Agreement (the “MediaDonuts Release”) with respect to the MediaDonuts Earn-out Agreement, in the form attached hereto as Exhibit D, duly executed by each of the MediaDonuts Founders and ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ in his capacity as the Seller Representative under the Additional FundingMediaDonuts Earn-out Agreement. (viii) On the Closing Date, if anySeller shall deliver stock transfer agreements with respect to all shares held by Seller in each of (A) Entravision S.A., a company organized in Paraguay, (B) Entravision Bolvia, S.R.L, a company organized in Bolivia, (C) Entravision Guatemala Digital S.A., a company organized in Guatemala, (D) Entravision El Salvador, S.A. de C.V., a company organized in El Salvador and (E) Inversiones El Cisne, S.R.L., a company organized in The Dominican Republic, in favor of Buyer or an Affiliate of Buyer designated by Buyer. (ix) On the Closing Date, each of Buyer and Seller shall execute and deliver to the other Party an IT Transition Services Agreement in substantially the form attached hereto as Exhibit E. (x) On the Closing Date, Seller shall deliver to the Purchaser a written statement confirming receipt thereof and confirming the repayment and termination Buyer electronic copies of the underlying shareholder loan; (vii) the Seller shall deliver evidence to the Purchaser that the pledge on the Shares pursuant to a share pledge agreement dated 20 November 2023 between the Seller as security provider and KBC Bank NV as security agent has been fully and irrevocable released; (viii) the Purchaser and the Seller shall record and sign the transfer of the Shares by the Seller to the Purchaser in the share register of the Company; (ix) the Seller shall deliver to the Purchaser a duly signed letter pursuant to which the Seller grants Euronav a priority right for certain commercial opportunities, substantially on the terms as included in Schedule 7.2.1(ix), and Euronav shall countersign such letter for acceptance; (x) to the extent necessary, the Parties shall sign an assignment agreement pursuant to which the Seller shall assign, to ▇▇▇.▇▇▇▇, the “▇▇▇.▇▇▇▇” sign as well as any related trademarks, trade names, domain names, copyrights and similar Intellectual Property Rights, substantially on the terms as included in Schedule 7.2.1(x); (xi) the Parties shall sign, and the Seller shall cause any other relevant entity of the CMB Group (with the exclusion of Euronav and its affiliates) to sign a license agreement in relation to the licensing of the “Bocimar”, “Bochem” and “Delphis” (word and/or device) signs, substantially on the terms as included in Schedule 7.2.1(xi); (xii) to the extent any Windcat Domain Names are registered in name of an entity of the CMB Group other than a Group Company, the Seller shall deliver evidence of the transfer of such domain name to a Group Company; and (xiii) the Seller shall deliver to the Purchaser evidence of the satisfaction of its pre-Closing Covenants set forth in Clause 6.6. 7.2.2 The effectiveness minutes books of each of the Closing Actions is conditional upon the fulfilment of all of the other Closing ActionsAcquired Companies then in Seller’s possession. 7.2.3 The Purchaser may at any time waive any of the Closing Actions required to be done by the Seller, and the Seller may at any time waive any of the Closing Actions required to be done by the Purchaser. 7.2.4 If a Party fails to fulfil any of its Closing Actions, then the Purchaser (if the Seller fails to fulfil any of its Closing Actions) or the Seller (if the Purchaser fails to fulfil any of its Closing Actions) may: (i) proceed to Closing to the extent reasonably possible and permitted by Law, which shall include for the avoidance of doubt the right to claim specific performance; (ii) defer Closing, in which event the provisions of this Clause 7 shall apply to Closing so deferred, provided that Closing cannot be deferred past the Long Stop Date; or (iii) terminate this Agreement in accordance with Clause 15, in which case all Closing Actions already fulfilled shall be deemed null and void. Such termination right is without prejudice to any other rights or remedies which the non-defaulting Party may have under applicable Law against the Party in breach of its Closing Actions.

Closing Actions. 7.2.1 On At the Closing Date, the Parties shall perform the following actions Closing: (the “Closing Actions”):a) The Buyer shall: (i) deliver to the Seller shall confirm the outstanding amountEstimated Purchase Price, including any interest accrued, under less the Additional Funding, if any, that must be repaid on the Closing Date in order to fully repay and terminate the shareholder loan in respect of the Additional Funding (the “Outstanding Amount”)Escrow Funds; (ii) if the W&I Insurance has been entered into by the Closing Date, (a) the Seller shall deliver an amount equal to the Purchaser a copy Escrow Funds to the Escrow Agent, pursuant to the provisions of the Bring-Down Certificate, and (b) the Purchaser shall deliver to the Seller evidence of the fact that the W&I Insurance includes an express waiver from the W&I Insurer of any rights of subrogation as set forth in Clause 13.2.4Escrow Agreement; (iii) deliver to all lenders or other creditors of the Purchaser shall pay Company, on behalf of the Purchase Price to the Seller by transferring the amount set out in Clause 3.1 to the Seller by means of a Company, and for their accounts, via wire transfer of immediately available funds to such bank accounts as are designated by such lenders or other creditors, any amounts necessary to pay off all Indebtedness outstanding as of the bank account Closing Date, but immediately prior to the Closing (the “Indebtedness Payments”). The Indebtedness Payments are set forth on Section 2.2(a)(iii) of the Disclosure Schedules. For each instrument of Indebtedness fully repaid, Seller or the Corporation (pre-Closing), as applicable, will cause all lenders thereof to surrender at Closing and cancel all instruments evidencing such Indebtedness and obtain the release or termination of all security interests and guarantees relating thereto and the authorization for the Company to terminate on behalf of such Seller as notified by it to the Purchaser;lenders all UCC financing statements filed in connection therewith. (iv) deliver to all third parties, on behalf of Seller and the Purchaser shall pay the Outstanding AmountCorporation, if anyand for their accounts, to the Seller by transferring the amount notified to it pursuant to Clause 7.2.1 (i) to the Seller by means of a via wire transfer of immediately available funds to such bank and accounts as are designated by such third parties, any amounts necessary to pay the bank account of the Seller as notified by it Selling Expenses pursuant to the PurchaserStatement of Selling Expenses (but not the Employee Bonuses to Company employees, which shall instead be paid by the Company at the Closing); (v) following receipt of the Purchase Price, the Seller shall deliver to the Purchaser Seller: (a) a written statement confirming receipt copy of the Purchase Price;charter of the Buyer, certified by the Secretary of State of the State of Delaware, dated as of a date no more than five (5) business Days prior to the Closing Date; (b) a certificate of good standing from the State of Delaware, and each jurisdiction in which it is duly qualified to transact business, dated as of a date no more than five (5) business Days prior to the Closing Date; and (c) a copy of the Buyer’s bylaws and certificate of incorporation, with all amendments thereto, certified by the Buyer’s secretary; and (vi) following receipt of the Outstanding Amount under the Additional Funding, if any, the Seller shall deliver to the Purchaser a written statement confirming receipt thereof and confirming the repayment and termination Seller copies of the underlying shareholder loan; (vii) resolutions or written consents duly adopted by the Seller shall deliver evidence to Buyer’s board of directors, certified by the Purchaser that Buyer’s secretary, authorizing the pledge on the Shares pursuant to a share pledge agreement dated 20 November 2023 between the Seller as security provider execution, delivery and KBC Bank NV as security agent has been fully and irrevocable released; (viii) the Purchaser performance of this Agreement and the Seller shall record and sign the transfer of the Shares by the Seller to the Purchaser in the share register of the Company; (ix) the Seller shall deliver to the Purchaser a duly signed letter pursuant to which the Seller grants Euronav a priority right for certain commercial opportunities, substantially on the terms as included in Schedule 7.2.1(ix), and Euronav shall countersign such letter for acceptance; (x) to the extent necessary, the Parties shall sign an assignment agreement pursuant to which the Seller shall assign, to ▇▇▇.▇▇▇▇, the “▇▇▇.▇▇▇▇” sign as well as any related trademarks, trade names, domain names, copyrights and similar Intellectual Property Rights, substantially on the terms as included in Schedule 7.2.1(x); (xi) the Parties shall signother agreements contemplated hereby, and the Seller shall cause any other relevant entity consummation of the CMB Group (with the exclusion of Euronav all transactions contemplated hereby and its affiliates) to sign a license agreement in relation to the licensing of the “Bocimar”, “Bochem” and “Delphis” (word and/or device) signs, substantially on the terms as included in Schedule 7.2.1(xi);thereby. (xiib) to the extent any Windcat Domain Names are registered in name of an entity of the CMB Group other than a Group Company, the The Seller shall deliver evidence of the transfer of such domain name to a Group Company; and (xiii) the Seller shall deliver to the Purchaser evidence of the satisfaction of its pre-Closing Covenants set forth in Clause 6.6. 7.2.2 The effectiveness of each of the Closing Actions is conditional upon the fulfilment of all of the other Closing Actions. 7.2.3 The Purchaser may at any time waive any of the Closing Actions required to be done by the Seller, and the Seller may at any time waive any of the Closing Actions required to be done by the Purchaser. 7.2.4 If a Party fails to fulfil any of its Closing Actions, then the Purchaser (if the Seller fails to fulfil any of its Closing Actions) or the Seller (if the Purchaser fails to fulfil any of its Closing Actions) mayshall: (i) proceed to Closing deliver to the extent reasonably possible Buyer stock certificates representing the Stock endorsed in blank and permitted accompanied by Law, which shall include for the avoidance of doubt the right to claim specific performancestock powers executed in blank; (ii) defer deliver to the Buyer the resignations, effective as of the Closing, in which event of each director and officer of the provisions of this Clause 7 shall apply to Closing so deferredCorporation, provided that Closing cannot be deferred past the Long Stop Date; orother than M▇▇▇ ▇▇▇▇▇; (iii) terminate this Agreement in accordance with Clause 15deliver to the Buyer the Pay Off Letters; (iv) deliver to the Buyer all minute books, in which case all Closing Actions stock books, ledgers and registers, corporate seals, if any, and other corporate records relating to the organization, ownership and maintenance of the Corporation, if not already fulfilled shall be deemed null and void. Such termination right is without prejudice to any other rights or remedies which located on the non-defaulting Party may have under applicable Law against premises of the Party in breach of its Closing Actions.Corporation;

Closing Actions. 7.2.1 On At the Closing Date, the Parties shall perform the following actions (the “Closing Actions”):Closing, (i) the Seller shall confirm the outstanding amount, including any interest accrued, under the Additional Funding, if any, that must be repaid on the Closing Date in order to fully repay and terminate the shareholder loan in respect of the Additional Funding (the “Outstanding Amount”); (ii) if the W&I Insurance has been entered into by the Closing Date, (a) the Seller shall deliver to the Purchaser a copy of the Bring-Down Certificate, and (b) the Purchaser shall deliver to the Seller evidence of the fact that the W&I Insurance includes an express waiver from the W&I Insurer of any rights of subrogation as set forth in Clause 13.2.4; (iii) the Purchaser shall pay is delivering the Purchase Price to the Seller by transferring wire transfer to such account previously specified by the amount set out in Clause 3.1 to Seller; (b) the Seller by means of a wire transfer of immediately available funds to is delivering the bank account of such Seller as notified by it Convertible Note to the Purchaser; (ivc) the Purchaser shall pay Seller and Cablevision are delivering to each other an amended and restated License (the Outstanding Amount"Amended and Restated License"); (d) the Seller and Cablevision are delivering to each other an amended and restated Joint Collaboration and License Agreement (the "Amended and Restated Joint Collaboration and License Agreement"); (e) the Seller and Cablevision are delivering to each other the iPoint technology license agreement (the "iPoint License Agreement"); (f) the Seller, if anyCablevision and ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, as escrow agent are delivering to each other a proprietary information escrow agreement (the "Escrow Agreement") and the Seller is making the deliveries required thereunder; (g) the Seller and Cablevision are delivering to each other an option agreement regarding certain of the Seller's technology (the "Option Agreement"); (h) the Seller is delivering to the Purchaser, all certificates or instruments representing or evidencing certain of those assets described on Schedule A hereto required to be delivered to Purchaser for Purchaser to perfect its security interest therein, in suitable form for transfer, or accompanied by duly executed membership unit powers or other appropriate instruments for transfer or assignment in blank. In the event that Seller, during the term of this Agreement, receives any additional certificates or instruments representing such assets, the Seller shall immediately deliver the same to Purchaser to be held by transferring the amount notified to it pursuant to Clause 7.2.1Purchaser hereunder as part of the Collateral securing the Secured Obligations; (i) to the Seller by means of a wire transfer of immediately available funds to the bank account of the Seller as notified by it to the Purchaser; (v) following receipt of the Purchase PricePresencia en Medios, the Seller shall deliver to the Purchaser a written statement confirming receipt of the Purchase Price; (vi) following receipt of the Outstanding Amount under the Additional FundingS. A., if anyPublicidad Virtual, the Seller shall deliver to the Purchaser a written statement confirming receipt thereof and confirming the repayment and termination of the underlying shareholder loan; (vii) the Seller shall deliver evidence to the Purchaser that the pledge on the Shares pursuant to a share pledge agreement dated 20 November 2023 between the Seller as security provider and KBC Bank NV as security agent has been fully and irrevocable released; (viii) the Purchaser S.A. de C.V. and the Seller shall record and sign the transfer of the Shares by the Seller are delivering to each other an amendment to the Purchaser in the share register of the CompanyConsultant Services Agreement among then dated September 20, 2001; (ix) the Seller shall deliver to the Purchaser a duly signed letter pursuant to which the Seller grants Euronav a priority right for certain commercial opportunities, substantially on the terms as included in Schedule 7.2.1(ix), and Euronav shall countersign such letter for acceptance; (x) to the extent necessary, the Parties shall sign an assignment agreement pursuant to which the Seller shall assign, to ▇▇▇.▇▇▇▇, the “▇▇▇.▇▇▇▇” sign as well as any related trademarks, trade names, domain names, copyrights and similar Intellectual Property Rights, substantially on the terms as included in Schedule 7.2.1(x); (xi) the Parties shall sign, and the Seller shall cause any other relevant entity of the CMB Group (with the exclusion of Euronav and its affiliates) to sign a license agreement in relation to the licensing of the “Bocimar”, “Bochem” and “Delphis” (word and/or device) signs, substantially on the terms as included in Schedule 7.2.1(xi); (xii) to the extent any Windcat Domain Names are registered in name of an entity of the CMB Group other than a Group Company, the Seller shall deliver evidence of the transfer of such domain name to a Group Company; and (xiii) the Seller shall deliver to the Purchaser evidence of the satisfaction of its pre-Closing Covenants set forth in Clause 6.6. 7.2.2 The effectiveness of each of the Closing Actions is conditional upon the fulfilment of all of the other Closing Actions. 7.2.3 The Purchaser may at any time waive any of the Closing Actions required to be done by the Seller, and the Seller may at any time waive any of the Closing Actions required to be done by the Purchaser. 7.2.4 If a Party fails to fulfil any of its Closing Actions, then the Purchaser (if the Seller fails to fulfil any of its Closing Actions) or the Seller (if the Purchaser fails to fulfil any of its Closing Actions) may: (i) proceed to Closing to the extent reasonably possible and permitted by Law, which shall include for the avoidance of doubt the right to claim specific performance; (ii) defer Closing, in which event the provisions of this Clause 7 shall apply to Closing so deferred, provided that Closing cannot be deferred past the Long Stop Date; or (iii) terminate this Agreement in accordance with Clause 15, in which case all Closing Actions already fulfilled shall be deemed null and void. Such termination right is without prejudice to any other rights or remedies which the non-defaulting Party may have under applicable Law against the Party in breach of its Closing Actions.

Closing Actions. 7.2.1 On the Closing Date, the Parties Seller shall perform take, and shall cause the Share Sellers and the Selling Entities to take, and the Purchaser shall take the following actions (the “Closing Actions”):) in the following order: (a) Payment by the Purchaser of (i) the Seller Preliminary Share Purchase Price, (ii) the Asset Purchase Price and (iii) the Preliminary Inventory Purchase Price in each case to the Seller’s Bank Account and such amounts shall confirm finally be credited to the outstanding amount, including any interest accrued, under Seller’s Bank Account; (b) Execution by the Additional Funding, if any, that must be repaid on Share Sellers and the Closing Date in order to fully repay and terminate the shareholder loan in respect Purchaser of the Additional Funding Share Transfer Instrument as per Section 2.2; (c) Execution by the “Outstanding Amount”Purchaser and the respective Selling Entities of the respective Local Asset Transfer Agreements for the transfer of the Sold Assets to the Purchaser or its Affiliates, unless and to the extent this Agreement or the Transfer Plan (as defined below) expressly provides that legal title to any part of the Sold Assets shall transfer after the Closing; (d) Execution by the Parties and/or their relevant Affiliates of the Ancillary Agreements; (e) Execution by the Parties of the Transfer Plan as per Section 12.1; (f) Execution by the Parties of the Data Transition Plan (as defined below) as per Section 14.1(a); (iig) if the W&I Insurance has been entered into Execution by the Closing Date, (a) the Seller shall deliver to the Purchaser a copy Parties of the Bring-Down Certificate, and (b) the Purchaser shall deliver to the Seller evidence of the fact that the W&I Insurance includes an express waiver from the W&I Insurer of any rights of subrogation Vigilance Transition Plan as set forth in Clause 13.2.4per Section 15.1; (iiih) the Purchaser shall pay the Purchase Price to the Seller by transferring the amount set out in Clause 3.1 to the Seller by means of a wire transfer of immediately available funds to the bank account of such Seller as notified by it to the Purchaser; (iv) the Purchaser shall pay the Outstanding Amount, if any, to the Seller by transferring the amount notified to it pursuant to Clause 7.2.1 (i) to the Seller by means of a wire transfer of immediately available funds to the bank account of the Seller as notified by it to the Purchaser; (v) following receipt of the Purchase Price, the Seller shall deliver to the Purchaser a written statement confirming receipt of the Purchase Price; (vi) following receipt of the Outstanding Amount under the Additional Funding, if any, the Seller shall deliver to the Purchaser a written statement confirming receipt thereof and confirming the repayment and termination of the underlying shareholder loan; (vii) the Seller shall deliver evidence to the Purchaser that the pledge on the Shares pursuant to a share pledge agreement dated 20 November 2023 between the Seller as security provider and KBC Bank NV as security agent has been fully and irrevocable released; (viii) the Purchaser and the Seller shall record and sign the transfer of the Shares Delivery by the Seller to the Purchaser in the share register of 6 copies of the CompanyData Room Storage Medium; (ixi) Delivery by the Seller shall deliver to the Purchaser of executed copies of the Intercompany Agreement Termination Agreements; (j) Execution by the Parties of the Quality Agreements; (k) Delivery by the Seller to the Purchaser of evidence that any pledges over the Sold Shares or the shares of any Share Deal Entity have been released; (l) Delivery by the Seller to the Purchaser a duly signed letter pursuant to which confirmation that no assets of the Share Deal Entities are pledged in favor, or for the benefit, of the Seller grants Euronav a priority right for certain commercial opportunities, substantially on the terms as included in Schedule 7.2.1(ix), and Euronav shall countersign such letter for acceptanceor any of its Affiliates; (xm) In each case as applicable, in respect of any physical share certificates of the Share Deal Entities, delivery of such share certificates to the extent necessaryPurchaser, and in respect of any electronic share certificates, release of and procurement that such share certificates are made available to the Parties shall sign an assignment agreement pursuant to which the Seller shall assign, to ▇▇▇.▇▇▇▇, the “▇▇▇.▇▇▇▇” sign relevant Share Deal Entity (as well as any related trademarks, trade names, domain names, copyrights and similar Intellectual Property Rights, substantially on the terms as included in Schedule 7.2.1(xapplicable); (xin) the Parties shall sign, and the Seller shall cause Delivery of duly executed letters of resignation by any other relevant entity director of a Share Deal Entity who is not a Silver Employee pursuant to which he/she has resigned from office as director of the CMB Group (respective Share Deal Entity with the exclusion effect as of Euronav and its affiliates) to sign a license agreement in relation to the licensing of the “Bocimar”, “Bochem” and “Delphis” (word and/or device) signs, substantially on the terms as included in Schedule 7.2.1(xi); (xii) to the extent any Windcat Domain Names are registered in name of an entity of the CMB Group other than a Group Company, the Seller shall deliver evidence of the transfer of such domain name to a Group CompanyClosing; and (xiiio) Delivery by the Seller shall deliver to the Purchaser evidence of executed bring-down certificate, substantially in the form of the satisfaction of its predraft attached as Annex 11.3(o) (the “Closing Bring-Closing Covenants set forth in Clause 6.6down Certificate”). 7.2.2 The effectiveness of each of the Closing Actions is conditional upon the fulfilment of all of the other Closing Actions. 7.2.3 The Purchaser may at any time waive any of the Closing Actions required to be done by the Seller, and the Seller may at any time waive any of the Closing Actions required to be done by the Purchaser. 7.2.4 If a Party fails to fulfil any of its Closing Actions, then the Purchaser (if the Seller fails to fulfil any of its Closing Actions) or the Seller (if the Purchaser fails to fulfil any of its Closing Actions) may: (i) proceed to Closing to the extent reasonably possible and permitted by Law, which shall include for the avoidance of doubt the right to claim specific performance; (ii) defer Closing, in which event the provisions of this Clause 7 shall apply to Closing so deferred, provided that Closing cannot be deferred past the Long Stop Date; or (iii) terminate this Agreement in accordance with Clause 15, in which case all Closing Actions already fulfilled shall be deemed null and void. Such termination right is without prejudice to any other rights or remedies which the non-defaulting Party may have under applicable Law against the Party in breach of its Closing Actions.

Closing Actions. 7.2.1 (a) On the Closing Date, each Seller, as applicable, shall deliver to Buyer: (i) a ▇▇▇▇ of sale in the Parties shall perform form of Exhibit A hereto (the following actions “▇▇▇▇ of Sale”), duly executed by such Seller, transferring the Assets other than the Store Leases and the Assigned Subleases to Buyer; (ii) with respect to each Store Lease, an Assignment and Assumption of Lease substantially in the form of Exhibit C (each, an “Assignment and Assumption of Lease”), duly executed, and, if applicable, acknowledged by such Seller; (iii) with respect to each Assigned Sublease, an Assumption and Assignment Agreement substantially in the form of Exhibit B (each, an “Assignment and Assumption Agreement”) duly executed and, if applicable, acknowledged by such Seller; (iv) a certificate pursuant to Treasury Regulations Section 1.1445-2(b), in a form reasonably acceptable to Buyer, that such Seller is not a foreign person within the meaning of Section 1445 of the Internal Revenue Code of 1986, as amended, duly executed by such Seller; (v) a certificate of the secretary of such Seller certifying to (A) such entity’s certificate of formation and limited liability company agreement (or similar governing documents), (B) the adoption of resolutions of such entity approving the transactions contemplated hereby, and (C) the incumbency of the officers signing this Agreement and other Transaction Documents on behalf of such entity (together with their specimen signatures); (vi) the Sellers’ Closing Certificate; (vii) a statement (the “Closing ActionsStatement”):) setting forth the Purchase Price, the Buyer Deposit, the calculation of the Adjustment Amount on a Store-by-Store basis (which amount may be a negative or a positive number) and other adjustments to the Purchase Price as contemplated by this Agreement, with reasonable supporting details, duly executed by the Sellers; and (viii) such other documents, instruments or certificates as contemplated to be delivered by Sellers, or as shall be reasonably requested by Buyer and its counsel. (b) On the Closing Date, Buyer shall deliver to Sellers: (i) the Seller shall confirm Purchase Price, less the outstanding amount, including any interest accrued, under the Additional Funding, if any, that must be repaid on the Closing Date in order to fully repay and terminate the shareholder loan in respect amount of the Additional Funding (the “Outstanding Amount”); (ii) if the W&I Insurance has been entered into Buyer Deposit, by the Closing Date, (a) the Seller shall deliver to the Purchaser a copy of the Bring-Down Certificate, and (b) the Purchaser shall deliver to the Seller evidence of the fact that the W&I Insurance includes an express waiver from the W&I Insurer of any rights of subrogation as set forth in Clause 13.2.4; (iii) the Purchaser shall pay the Purchase Price to the Seller by transferring the amount set out in Clause 3.1 to the Seller by means of a wire transfer of immediately available funds to the bank account account(s) specified in writing by Sellers; (ii) each ▇▇▇▇ of such Seller as notified Sale, each Assignment and Assumption Agreement and each Assignment and Assumption of Lease, each duly executed, and, if applicable, acknowledged by it to Buyer; and (iii) the Purchaser;Buyer’s Closing Certificate; and (iv) the Purchaser shall pay the Outstanding AmountClosing Statement, if any, to the Seller duly executed by transferring the amount notified to it pursuant to Clause 7.2.1Buyer. (ic) At the Closing, Buyer and Sellers shall deliver to Escrow Holder joint written instructions instructing the Seller Escrow Holder to deliver the Buyer Deposit to Sellers by means of a wire transfer of immediately available funds to the bank an account of the Seller as notified designated by it to the Purchaser; (v) following receipt of the Purchase Price, the Seller shall deliver to the Purchaser a written statement confirming receipt of the Purchase Price; (vi) following receipt of the Outstanding Amount under the Additional Funding, if any, the Seller shall deliver to the Purchaser a written statement confirming receipt thereof and confirming the repayment and termination of the underlying shareholder loan; (vii) the Seller shall deliver evidence to the Purchaser that the pledge on the Shares pursuant to a share pledge agreement dated 20 November 2023 between the Seller as security provider and KBC Bank NV as security agent has been fully and irrevocable released; (viii) the Purchaser and the Seller shall record and sign the transfer of the Shares by the Seller to the Purchaser in the share register of the Company; (ix) the Seller shall deliver to the Purchaser a duly signed letter pursuant to which the Seller grants Euronav a priority right for certain commercial opportunities, substantially on the terms as included in Schedule 7.2.1(ix), and Euronav shall countersign such letter for acceptance; (x) to the extent necessary, the Parties shall sign an assignment agreement pursuant to which the Seller shall assign, to ▇▇▇Sellers.▇▇▇▇, the “▇▇▇.▇▇▇▇” sign as well as any related trademarks, trade names, domain names, copyrights and similar Intellectual Property Rights, substantially on the terms as included in Schedule 7.2.1(x); (xi) the Parties shall sign, and the Seller shall cause any other relevant entity of the CMB Group (with the exclusion of Euronav and its affiliates) to sign a license agreement in relation to the licensing of the “Bocimar”, “Bochem” and “Delphis” (word and/or device) signs, substantially on the terms as included in Schedule 7.2.1(xi); (xii) to the extent any Windcat Domain Names are registered in name of an entity of the CMB Group other than a Group Company, the Seller shall deliver evidence of the transfer of such domain name to a Group Company; and (xiii) the Seller shall deliver to the Purchaser evidence of the satisfaction of its pre-Closing Covenants set forth in Clause 6.6. 7.2.2 The effectiveness of each of the Closing Actions is conditional upon the fulfilment of all of the other Closing Actions. 7.2.3 The Purchaser may at any time waive any of the Closing Actions required to be done by the Seller, and the Seller may at any time waive any of the Closing Actions required to be done by the Purchaser. 7.2.4 If a Party fails to fulfil any of its Closing Actions, then the Purchaser (if the Seller fails to fulfil any of its Closing Actions) or the Seller (if the Purchaser fails to fulfil any of its Closing Actions) may: (i) proceed to Closing to the extent reasonably possible and permitted by Law, which shall include for the avoidance of doubt the right to claim specific performance; (ii) defer Closing, in which event the provisions of this Clause 7 shall apply to Closing so deferred, provided that Closing cannot be deferred past the Long Stop Date; or (iii) terminate this Agreement in accordance with Clause 15, in which case all Closing Actions already fulfilled shall be deemed null and void. Such termination right is without prejudice to any other rights or remedies which the non-defaulting Party may have under applicable Law against the Party in breach of its Closing Actions.

Closing Actions. 7.2.1 On At the Closing DateClosing, in each case, on the Parties terms and subject to the conditions of this Agreement, Buyer and Seller shall perform complete the following actions described in Section 2.02(a) and Section 2.02(b), as applicable. (the “Closing Actions”):a) Buyer shall: (i) the Seller shall confirm the outstanding amount, including any interest accrued, under the Additional Funding, if any, that must pay or cause to be repaid on paid the Closing Date in order Payment to fully repay and terminate the shareholder loan in respect of the Additional Funding (the “Outstanding Amount”); (ii) if the W&I Insurance has been entered into by the Closing Date, (a) the Seller shall deliver to the Purchaser a copy of the Bring-Down Certificate, and (b) the Purchaser shall deliver to the Seller evidence of the fact that the W&I Insurance includes an express waiver from the W&I Insurer of any rights of subrogation as set forth in Clause 13.2.4; (iii) the Purchaser shall pay the Purchase Price to the Seller by transferring the amount set out in Clause 3.1 to the Seller by means of a wire transfer of immediately available funds to the bank account of such account(s) designated in writing by Seller prior to Closing; (ii) deliver a Transition Services Agreement in the form attached hereto as notified Exhibit C (the “Transition Services Agreement”), duly executed by it to ▇▇▇▇▇; (iii) deliver a Supply Agreement in the Purchaserform attached hereto as Exhibit D (the “Supply Agreement”), duly executed by ▇▇▇▇▇; (iv) deliver an assignment and assumption agreement in the Purchaser form of Exhibit E attached hereto (the “Assignment and Assumption Agreement”), duly executed by ▇▇▇▇▇; and (v) deliver a trademark assignment agreement in the form of Exhibit F attached hereto (the “Trademark Assignment Agreement”), duly executed by ▇▇▇▇▇. (b) Seller shall pay the Outstanding Amountdeliver, if any, or cause to the Seller by transferring the amount notified be delivered to it pursuant to Clause 7.2.1Buyer: (i) to the Seller by means of a wire transfer of immediately available funds to the bank account certificate of the Secretary (or other authorized designee) of Seller (i) certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors of Seller authorizing the execution, delivery and performance of this Agreement and the other Ancillary Agreements and the consummation of the Contemplated Transactions, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby and (ii) certifying the names and signatures of the officers of Seller authorized to sign this Agreement and the Ancillary Agreements; (ii) deliver a Bill of Sale in the form attached hereto as notified Exhibit G, (the “Bill of Sale”), duly executed by it to ▇▇▇▇▇▇; (iii) deliver the PurchaserAssignment and Assumption Agreement duly executed by Seller; (iv) deliver the Trademark Assignment Agreement duly executed by ▇▇▇▇▇▇; (v) following receipt of deliver the Purchase Price, the Seller shall deliver to the Purchaser a written statement confirming receipt of the Purchase PriceTransition Services Agreement duly executed by Seller; (vi) following receipt of deliver the Outstanding Amount under the Additional Funding, if any, the Seller shall deliver to the Purchaser a written statement confirming receipt thereof and confirming the repayment and termination of the underlying shareholder loanSupply Agreement duly executed by Seller; (vii) the Seller shall deliver evidence to the Purchaser that the pledge PNC National Bank has released its Lien on the Shares pursuant to a share pledge agreement dated 20 November 2023 between the Seller as security provider and KBC Bank NV as security agent has been fully and irrevocable released;Acquired Assets; and (viii) the Purchaser and the Seller shall record and sign the transfer of the Shares by the Seller to the Purchaser in the share register of the Company; (ix) the Seller shall deliver to the Purchaser a duly signed letter pursuant to which the Seller grants Euronav a priority right for certain commercial opportunities, substantially on the terms as included in Schedule 7.2.1(ix), and Euronav shall countersign such letter for acceptance; (x) to the extent necessary, the Parties shall sign an assignment agreement pursuant to which the Seller shall assign, to ▇▇▇executed IRS Form W-9 of Seller.▇▇▇▇, the “▇▇▇.▇▇▇▇” sign as well as any related trademarks, trade names, domain names, copyrights and similar Intellectual Property Rights, substantially on the terms as included in Schedule 7.2.1(x); (xi) the Parties shall sign, and the Seller shall cause any other relevant entity of the CMB Group (with the exclusion of Euronav and its affiliates) to sign a license agreement in relation to the licensing of the “Bocimar”, “Bochem” and “Delphis” (word and/or device) signs, substantially on the terms as included in Schedule 7.2.1(xi); (xii) to the extent any Windcat Domain Names are registered in name of an entity of the CMB Group other than a Group Company, the Seller shall deliver evidence of the transfer of such domain name to a Group Company; and (xiii) the Seller shall deliver to the Purchaser evidence of the satisfaction of its pre-Closing Covenants set forth in Clause 6.6. 7.2.2 The effectiveness of each of the Closing Actions is conditional upon the fulfilment of all of the other Closing Actions. 7.2.3 The Purchaser may at any time waive any of the Closing Actions required to be done by the Seller, and the Seller may at any time waive any of the Closing Actions required to be done by the Purchaser. 7.2.4 If a Party fails to fulfil any of its Closing Actions, then the Purchaser (if the Seller fails to fulfil any of its Closing Actions) or the Seller (if the Purchaser fails to fulfil any of its Closing Actions) may: (i) proceed to Closing to the extent reasonably possible and permitted by Law, which shall include for the avoidance of doubt the right to claim specific performance; (ii) defer Closing, in which event the provisions of this Clause 7 shall apply to Closing so deferred, provided that Closing cannot be deferred past the Long Stop Date; or (iii) terminate this Agreement in accordance with Clause 15, in which case all Closing Actions already fulfilled shall be deemed null and void. Such termination right is without prejudice to any other rights or remedies which the non-defaulting Party may have under applicable Law against the Party in breach of its Closing Actions.

Closing Actions. 7.2.1 On (a) At the Closing, the Parties shall take the following actions (“Closing Actions”) in the order set forth below: (i) Seller shall deliver to Purchaser a customary bring-down certificate, dated the Closing Date and signed by a duly authorized officer of Seller, in which Seller declares whether it has (after the date hereof) become aware of any breaches of the representations and warranties of Sellers that are given as of the date hereof and the Closing Date, and without personal liability of the Parties shall perform the following actions persons signing/delivering such certificate (the “Closing Actions”): (i) the Seller shall confirm the outstanding amount, including any interest accrued, under the Additional Funding, if any, that must be repaid on the Closing Date in order to fully repay and terminate the shareholder loan in respect of the Additional Funding (the “Outstanding AmountBring-Down Certificate”); (ii) if . Purchaser acknowledges and agrees that the W&I Insurance has been entered into by the Closing Date, (a) the Seller shall deliver Bring-Down Certificate will only be given to the Purchaser a copy Knowledge of Seller. To the extent any facts, matters or circumstances are disclosed in the Bring-Down Certificate, Seller shall not be liable for any representations and warranties being untrue as a result of such disclosure of facts, matters or circumstances. This shall not affect Seller’s liability for any breaches of representations and warranties given as of the date hereof; (bii) the Purchaser shall deliver to the Seller evidence of the fact that issuance of Purchaser Common Shares equal to the W&I Insurance includes an express waiver from Rumble Share Consideration (less Purchaser Common Shares underlying the W&I Insurer Pre-Funded Warrant and the Holdback Rumble Share Consideration) in Direct Registration System (DRS) non-certificated book-entry form by Purchaser’s transfer agent and registered in the name of any rights of subrogation as set forth Seller, in Clause 13.2.4form and substance reasonably satisfactory; (iii) the Purchaser shall pay deliver to Seller a duly executed Pre-Funded Warrant registered in the Purchase Price name of Seller to the Seller by transferring the amount set out in Clause 3.1 purchase up to the Seller by means such number of a wire transfer of immediately available funds Purchaser Common Shares as determined pursuant to the bank account of such Seller as notified by it to the PurchaserSection 2.3(b); (iv) Purchaser and Seller shall execute the Purchaser shall pay the Outstanding Amount, if any, to the Seller by transferring the amount notified to it pursuant to Clause 7.2.1 (i) to the Seller by means of a wire transfer of immediately available funds to the bank account of the Seller as notified by it to the PurchaserRegistration Rights Agreement; (v) following receipt of the Purchase Price, the Purchaser and Seller shall deliver to execute the Purchaser a written statement confirming receipt of the Purchase PriceCustomer Agreement; (vi) following receipt of the Outstanding Amount under the Additional Funding, if any, the Purchaser and Seller shall deliver to execute the Purchaser a written statement confirming receipt thereof and confirming the repayment and termination of the underlying shareholder loanTransaction Agreement Amendment; (vii) the Seller Purchaser shall deliver evidence to Seller a certificate, dated the Closing Date and duly executed by the Secretary of Purchaser (or a comparable officer of Purchaser), in form and substance reasonably satisfactory to Seller, as to: (A) the certificate of incorporation of Purchaser, certified as of a recent date by the Secretary of State of the State of Delaware, and that there have been no amendments to the certificate of incorporation of Purchaser that since such certification; and (B) the pledge on bylaws of Purchaser in effect as of the Shares pursuant to a share pledge agreement dated 20 November 2023 between the Seller as security provider and KBC Bank NV as security agent has been fully and irrevocable releasedClosing Date; (viii) Purchaser shall pay to Seller the Purchaser and the Seller shall record and sign the transfer of the Shares by the Seller aggregate earnout payment pursuant to the Purchaser in the share register of the Company;‎Section 2.6, if any; and (ix) the Seller shall deliver to the Purchaser a copy of the duly signed letter pursuant executed irrevocable instruction of Seller to which the Seller grants Euronav a priority right for certain commercial opportunities, substantially on Custodian Bank to transfer the terms as included in Schedule 7.2.1(ix), and Euronav shall countersign such letter for acceptance;Sold Shares to the securities account of Purchaser Custodian Bank via Clearstream. (xb) to The Closing Actions may only be waived by mutual written agreement of the extent necessaryParties. (c) After all Closing Actions have been taken or duly waived, the Parties shall sign an assignment agreement confirm in a written document that (i) if true, all conditions to Closing pursuant to which the Seller shall assignSection 3.1 have been duly fulfilled or waived, to ▇▇▇.▇▇▇▇, the “▇▇▇.▇▇▇▇” sign as well as any related trademarks, trade names, domain names, copyrights and similar Intellectual Property Rights, substantially on the terms as included in Schedule 7.2.1(x); (xiii) the Parties shall signall Closing Actions have been duly taken or waived, and the Seller shall cause any other relevant entity of the CMB Group (with the exclusion of Euronav and its affiliatesiii) to sign a license agreement in relation to the licensing of the Closing has occurred (“BocimarClosing Protocol”, “Bochem” and “Delphis” (word and/or device) signs, substantially on the terms as included in Schedule 7.2.1(xi); (xii) to the extent any Windcat Domain Names are registered in name of an entity of the CMB Group other than a Group Company, the Seller shall deliver evidence of the transfer of such domain name to a Group Company; and (xiii) the Seller shall deliver to the Purchaser evidence of the satisfaction of its pre-Closing Covenants set forth in Clause 6.6. 7.2.2 . The effectiveness of each execution of the Closing Actions is conditional upon Protocol shall not limit or prejudice the fulfilment rights of all of the other Closing Actions. 7.2.3 The Purchaser may at any time waive any of the Closing Actions required to be done by the Seller, and the Seller may at any time waive any of the Closing Actions required to be done by the Purchaser. 7.2.4 If a Party fails to fulfil any of its Closing Actions, then the Purchaser (if the Seller fails to fulfil any of its Closing Actions) or the Seller (if the Purchaser fails to fulfil any of its Closing Actions) may: (i) proceed to Closing to the extent reasonably possible and permitted by Law, which shall include for the avoidance of doubt the right to claim specific performance; (ii) defer Closing, in which event the provisions of this Clause 7 shall apply to Closing so deferred, provided that Closing cannot be deferred past the Long Stop Date; or (iii) terminate under this Agreement in accordance with Clause 15, in which case all Closing Actions already fulfilled shall be deemed null and void. Such termination right is without prejudice to any other rights or remedies which the non-defaulting Party may have under applicable Law against the Party in breach of its Closing ActionsLaw.

Closing Actions. 7.2.1 On (a) At or prior to Closing, upon the Closing Dateterms and subject to the conditions of this Agreement, and subject to the simultaneous performance by Purchaser of its obligations pursuant to Section 6.3(b), Seller shall deliver (or cause to be delivered) to Purchaser, the Parties shall perform the following actions (the “Closing Actions”):following: (i) the Seller shall confirm the outstanding amount, including any interest accrued, under the Additional Funding, if any, that must be repaid on the Closing Date in order to fully repay and terminate the shareholder loan in respect a copy of the Additional Funding (the “Outstanding Amount”)PETRONAS Approval; (ii) if the W&I Insurance has been entered into by the Closing Date, (a) the Seller shall deliver to the Purchaser a copy two original share transfer forms for each of the Bring-Down Certificate, ▇▇▇▇▇▇ ▇▇▇▇▇ Sale Shares and (b) the ▇▇▇▇▇▇ Sarawak Sale Shares in Agreed Form in favour of Purchaser shall deliver to the Seller evidence of the fact that the W&I Insurance includes an express waiver from the W&I Insurer of any rights of subrogation as set forth in Clause 13.2.4duly executed by Seller; (iii) the Purchaser shall pay the Purchase Price existing share certificates relating to the Seller by transferring the amount set out in Clause 3.1 to the Seller by means of a wire transfer of immediately available funds to the bank account of such Seller as notified by it to the PurchaserSale Shares; (iv) the Purchaser shall pay the Outstanding Amountduly executed letters of resignation and deeds of release, if anyin Agreed Form, to the Seller by transferring the amount notified to it pursuant to Clause 7.2.1 (i) to the Seller by means with effect from Closing, of a wire transfer each existing director of immediately available funds to the bank account of the Seller as notified by it to the Purchasereach Sale Company; (v) following receipt a certified true copy of a secretary’s certificate of the Purchase Priceresolutions passed by each Sale Company's directors approving each of the following, subject only to Closing: (A) the Seller shall deliver registration of the transfer of the Sale Shares to Purchaser; (B) the cancellation of the existing share certificates relating to the Sale Shares and the issuance of new share certificates in the name of Purchaser a written statement confirming receipt evidencing ownership of the Purchase PriceSale Shares; (C) the resignations of each existing director of each Sale Company confirming that they have no claims against the relevant Sale Company for loss of office, arrears of pay or otherwise howsoever and releasing them from all liabilities and the appointment of such directors, as may be duly notified by Purchaser to Seller at least ten (10) Business Days prior to Closing or such other period as may be agreed between Seller and Purchaser, as a director of such Sale Company; (D) the entry of Purchaser into the register of members of each of the Sale Companies; (E) the change of names of ▇▇▇▇▇▇ Sarawak and ▇▇▇▇▇▇ ▇▇▇▇▇ to such names as may be informed by Purchaser to Seller at least ten (10) Business Days prior to Closing (or such other period as may be agreed between Seller and Purchaser) effective as of Closing; and (F) the designation of the registered office or registered agent requested by Purchaser at least ten (10) Business Days prior to Closing (or such other period as may be agreed between Seller and Purchaser) as the registered office or registered agent of such Sale Company effective as of Closing; (vi) following receipt the certificate of the Outstanding Amount under the Additional Fundingincorporation, if anyarticles of association, the Seller shall deliver to the Purchaser a written statement confirming receipt thereof registers of directors and confirming the repayment members, and termination statutory and minute books of the underlying shareholder loan;each Sale Company; and (vii) the Hard Disk. (b) At or prior to Closing, upon the terms and subject to the conditions of this Agreement, and subject to the simultaneous performance by Seller of its obligations pursuant to Section 6.3(a), Purchaser shall deliver evidence (or cause to the Purchaser that the pledge on the Shares pursuant to a share pledge agreement dated 20 November 2023 between the Seller as security provider and KBC Bank NV as security agent has been fully and irrevocable released; (viii) the Purchaser and the Seller shall record and sign the transfer of the Shares by the Seller to the Purchaser in the share register of the Company; (ix) the Seller shall deliver to the Purchaser a duly signed letter pursuant to which the Seller grants Euronav a priority right for certain commercial opportunities, substantially on the terms as included in Schedule 7.2.1(ix), and Euronav shall countersign such letter for acceptance; (xbe delivered) to Seller the extent necessary, the Parties shall sign an assignment agreement pursuant to which the Seller shall assign, to ▇▇▇.▇▇▇▇, the “▇▇▇.▇▇▇▇” sign as well as any related trademarks, trade names, domain names, copyrights and similar Intellectual Property Rights, substantially on the terms as included in Schedule 7.2.1(x); (xi) the Parties shall sign, and the Seller shall cause any other relevant entity of the CMB Group (with the exclusion of Euronav and its affiliates) to sign a license agreement in relation to the licensing of the “Bocimar”, “Bochem” and “Delphis” (word and/or device) signs, substantially on the terms as included in Schedule 7.2.1(xi); (xii) to the extent any Windcat Domain Names are registered in name of an entity of the CMB Group other than a Group Company, the Seller shall deliver evidence of the transfer of such domain name to a Group Company; and (xiii) the Seller shall deliver to the Purchaser evidence of the satisfaction of its pre-Closing Covenants set forth in Clause 6.6. 7.2.2 The effectiveness of each of the Closing Actions is conditional upon the fulfilment of all of the other Closing Actions. 7.2.3 The Purchaser may at any time waive any of the Closing Actions required to be done by the Seller, and the Seller may at any time waive any of the Closing Actions required to be done by the Purchaser. 7.2.4 If a Party fails to fulfil any of its Closing Actions, then the Purchaser (if the Seller fails to fulfil any of its Closing Actions) or the Seller (if the Purchaser fails to fulfil any of its Closing Actions) mayfollowing: (i) payment by Purchaser of the Closing Payment Amount in accordance with Section 4.3; and (ii) two original share transfer forms for the ▇▇▇▇▇▇ ▇▇▇▇▇ Sale Shares and the ▇▇▇▇▇▇ Sarawak Sale Shares in Agreed Form duly executed by Purchaser. (c) If Seller has failed to perform its obligations under Section 6.3(a), and/or Purchaser has failed to perform its obligations under Section 6.3(b), then (in addition to and without prejudice to all other rights or remedies available to each Party under or pursuant to this Agreement and the right to claim damages for breach of this Agreement) Closing shall be deferred once for ten (10) Business Days. If upon the deferred date for Closing a Party does not comply with its obligations under Section 6.3(a) or 6.3(b) (as the case may be), the non-defaulting Party (which shall be Seller, in the case of a default by Purchaser, and Purchaser, in the case of a default by Seller) may terminate this Agreement by notice to the defaulting Party in accordance with Section 12.1 or elect to proceed to Closing to the extent reasonably possible and permitted by Law, which shall include for the avoidance of doubt the right practicable. Any election to claim specific performance; (ii) defer Closing, in which event the provisions of this Clause 7 shall apply proceed to Closing so deferred, provided that Closing cannot be deferred past the Long Stop Date; or (iii) terminate this Agreement in accordance with Clause 15, in which case all Closing Actions already fulfilled shall be deemed null and void. Such termination right is without prejudice to any other accrued rights or remedies which and liabilities of the non-defaulting Parties and the rights of a Party may have under applicable Law against the Party in to claim damages for breach of its this Agreement. (d) Purchaser shall cooperate with Seller to (i) provide notices of the sale and purchase of the Sale Shares in Agreed Form to PETRONAS and each of the Other Participants and (ii) use reasonable endeavours to ensure that all other pertinent Governmental Entities and counterparties to the Material Contracts and Material Agreements have been notified of the sale and purchase of the Sale Shares, in each case, within five (5) Business Days of the Closing ActionsDate.

Closing Actions. 7.2.1 On (a) The following actions shall take place at the registered office of the Company on the Closing Date, the Parties shall perform the following actions (the “Closing Actions”): (i) the Seller shall confirm the outstanding amount, including any interest accrued, under the Additional Funding, if any, that must be repaid on the Closing Date in order to fully repay and terminate the shareholder loan in respect of the Additional Funding (the “Outstanding Amount”); (ii) if the W&I Insurance has been entered into by the Closing Date, (a) the Seller shall deliver to the Purchaser a copy of the Bring-Down Certificate, and (b) the Purchaser shall deliver to the Seller evidence of the fact that the W&I Insurance includes an express waiver from the W&I Insurer of any rights of subrogation as set forth in Clause 13.2.4; (iii) the Purchaser shall pay the Purchase Price to the Seller by transferring the amount set out in Clause 3.1 to the Seller by means of a wire transfer of immediately available funds to the bank account of such Seller as notified by it to the Purchaser; (iv) the Purchaser shall pay the Outstanding Amount, if any, to the Seller by transferring the amount notified to it pursuant to Clause 7.2.1 (i) to the Seller by means of a wire transfer of immediately available funds to the bank account of the Seller as notified by it to the Purchaser; (v) following receipt of the Purchase Price, the Seller shall deliver to the Purchaser a written statement confirming receipt of the Purchase Price; (vi) following receipt of the Outstanding Amount under the Additional Funding, if any, the Seller shall deliver to the Purchaser a written statement confirming receipt thereof and confirming the repayment and termination of the underlying shareholder loan; (vii) the Seller shall deliver evidence to the Purchaser that the pledge on the Shares pursuant to a share pledge agreement dated 20 November 2023 between the Seller as security provider and KBC Bank NV as security agent has been fully and irrevocable released; (viii) the Purchaser and the Seller shall record and sign the transfer of the Shares by the Seller to the Purchaser in the share register of the Company; (ix) the Seller shall deliver to the Purchaser a duly signed letter pursuant to which the Seller grants Euronav a priority right for certain commercial opportunities, substantially on the terms as included in Schedule 7.2.1(ix), and Euronav shall countersign such letter for acceptance; (x) to the extent necessary, the Parties shall sign an assignment agreement pursuant to which the Seller shall assign, to ▇▇▇.▇▇▇▇, the “▇▇▇.▇▇▇▇” sign as well as any related trademarks, trade names, domain names, copyrights and similar Intellectual Property Rights, substantially on the terms as included in Schedule 7.2.1(x); (xi) the Parties shall sign, and the Seller shall cause any other relevant entity of the CMB Group (with the exclusion of Euronav and its affiliates) to sign a license agreement in relation to the licensing of the “Bocimar”, “Bochem” and “Delphis” (word and/or device) signs, substantially on the terms as included in Schedule 7.2.1(xi); (xii) to the extent any Windcat Domain Names are registered in name of an entity of the CMB Group other than a Group Company, the Seller shall deliver evidence of the transfer of such domain name to a Group Company; and (xiii) the Seller shall deliver to the Purchaser evidence of the satisfaction of its pre-Closing Covenants set forth in Clause 6.6. 7.2.2 The effectiveness of each of the Closing Actions is conditional upon the fulfilment of all of the other Closing Actions. 7.2.3 The Purchaser may at any time waive any of the Closing Actions required to be done by the Seller, and the Seller may at any time waive any of the Closing Actions required to be done by the Purchaser. 7.2.4 If a Party fails to fulfil any of its Closing Actions, then the Purchaser (if the Seller fails to fulfil any of its Closing Actions) or the Seller (if the Purchaser fails to fulfil any of its Closing Actions) may: (i) proceed to The Purchasers shall, and each Original Purchaser shall procure that the Purchasers shall remit the Closing Purchase Amount by wire transfer or electronic fund transfer into the account designated under Clause 3.5 of the Agreement, prior to the extent reasonably possible and permitted by Law, which shall include for the avoidance of doubt the right to claim specific performance;Closing Date. (ii) defer ClosingUpon each of the Purchasers providing the Sellers with a copy of the irrevocable wire transfer instructions, the Sellers shall (i) deliver to its respective depository participant, the delivery instructions duly signed by him authorizing the depository participant to give credit of the Seller 1 Sale Shares and / or the Seller 2 Sale Shares to the dematerialized account of the respective Purchasers, details of which shall be provided by each of the Purchasers to the Sellers; and (ii) deliver a copy of the aforesaid irrevocable delivery instruction slip along with a confirmation from the respective Seller’s depository participant that the Seller 1 Sale Shares and / or the Seller 2 Sale Shares have been credited to the dematerialized account of the Purchasers. (b) The Company shall convene and hold a meeting of its Board, at which meeting the directors shall pass a resolution to record the transfer of the Seller 1 Sale Shares and the Seller 2 Sale Shares in the name of the respective Purchasers upon receipt of the duly executed receipt from the depository of the Purchasers acknowledging the transfer of the Seller 1 Sale Shares and the Seller 2 Sale Shares and the Company shall take such other actions as may be required under its Charter Documents or by Applicable Law, in which event respect of the provisions performance of the various obligations under this Clause 7 shall apply Agreement; and deliver certified copies of such resolutions to Closing so deferred, provided that Closing cannot be deferred past the Long Stop Date; orPurchaser Representatives. (iiic) terminate this Agreement The Parties agree that each of the actions provided for in accordance Clause 4.6 (Closing Actions) above shall take place on the Closing Date simultaneously with Clause 15, each of the transactions set out in which case all Closing Actions already fulfilled clause 6.2 of the Restated Long Form SPA and none of the above mentioned transactions shall be deemed null consummated unless all such transactions have been completed or complied with. The Parties shall take all measures and void. Such termination right is without prejudice do all acts, deeds, matters and things as may be required to any other rights or remedies which ensure that all the non-defaulting Party may have events contemplated under applicable Law against the Party in breach of its Clause 4.6 (Closing Actions) are initiated and completed on the Closing Date.

Closing Actions. 7.2.1 On the Closing Dateterms and subject to the conditions set forth herein, at the Parties shall perform Closing, the following actions shall be taken and the following agreements, certificates and other documents shall be executed and delivered by the Parties: (a) NewCo Borrower shall consummate the Debt Financing (to the extent not consummated prior to the Closing) in accordance with Section 6.7, and NewCo Borrower shall (x) use (or cause to be used) a portion of the proceeds of the Debt Financing (other than the proceeds of any revolving credit facility borrowings on the Closing Date under the Debt Financing) to make a contribution to DIRECTV, LLC in an amount equal to $5,800,000,000 (the “Closing ActionsDate Payment”):) and (y) use (or cause to be used) a portion of the proceeds of the Debt Financing to pay or fund the reimbursement of Financing Expenses and Shared Transaction Expenses in accordance with Section 3.3 and 10.5, as applicable. (ib) DIRECTV, LLC shall use the Seller shall confirm proceeds of the Closing Date Payment to repay in full the outstanding amount, including any interest accrued, principal amount under the Additional Funding, if any, that must be repaid Existing Intracompany Indebtedness on the Closing Date in order Date. (c) Investor shall, or shall cause one or more of its Affiliates to, as applicable, consummate the Equity Financing (to fully repay the extent not consummated prior to the Closing) and terminate contribute the shareholder loan in respect proceeds of the Additional Funding Equity Financing to NewCo (the “Outstanding Amount”); (ii) if the W&I Insurance has been entered into by the Closing Date, (a) the Seller shall deliver to the Purchaser a copy of the Bring-Down Certificate, and (b) the Purchaser shall deliver to the Seller evidence of the fact that the W&I Insurance includes an express waiver from the W&I Insurer of any rights of subrogation as set forth in Clause 13.2.4; (iii) the Purchaser shall pay the Purchase Price to the Seller by transferring the amount set out in Clause 3.1 to the Seller by means of a wire transfer of immediately available funds to the bank account designated in writing by NewCo to Investor) as payment of such Seller as notified by it the Estimated Subscription Price. (d) NewCo and AT&T shall execute and deliver counterparts of a promissory note in the form set forth in Exhibit I (the “Promissory Note”) pursuant to which NewCo shall lend to AT&T Inc., and AT&T Inc. shall borrow from NewCo, an amount equal to the Purchaser; (iv) the Purchaser shall pay the Outstanding Amount, if any, Estimated Subscription Price. Pursuant to the Seller Promissory Note, NewCo shall distribute to AT&T Inc. (by transferring the amount notified to it pursuant to Clause 7.2.1 (i) to the Seller by means of a wire transfer of immediately available funds to the bank account of the Seller as notified designated in writing by it AT&T Inc. to NewCo) an amount in cash equal to the Purchaser;Estimated Subscription Price. (ve) following receipt of the Purchase PriceNewCo shall issue to Investor, and Investor shall subscribe for and accept from NewCo, the Seller Subscribed Units, free and clear of all Encumbrances (other than any transfer restrictions imposed by federal and state securities laws, under the NewCo Operating Agreement and the Delaware Act). (f) NewCo shall issue to AT&T HoldCo, and AT&T HoldCo shall subscribe for and accept from NewCo, the Junior Preferred Units and Common Catch-Up Units, free and clear of all Encumbrances (other than any transfer restrictions imposed by federal and state securities laws, under the NewCo Operating Agreement and the Delaware Act). (g) Each Party (and its applicable Affiliates) shall execute and deliver the NewCo Operating Agreement to the Purchaser a written statement confirming receipt of other Parties, and NewCo shall adopt the Purchase Price;NewCo Operating Agreement. (vih) following receipt Each of the Outstanding Amount under the Additional FundingNewCo, if anyAT&T, the Seller Investor, or one or more of their respective Subsidiaries shall execute and deliver to the Purchaser a written statement confirming receipt thereof and confirming the repayment and termination of the underlying shareholder loan; (vii) the Seller shall deliver evidence to the Purchaser that the pledge on the Shares pursuant to a share pledge agreement dated 20 November 2023 between the Seller as security provider and KBC Bank NV as security agent has been fully and irrevocable released; (viii) the Purchaser and the Seller shall record and sign the transfer of the Shares by the Seller to the Purchaser in the share register of the Company; (ix) the Seller shall deliver to the Purchaser a duly signed letter pursuant to which the Seller grants Euronav a priority right for certain commercial opportunities, substantially on the terms as included in Schedule 7.2.1(ix), and Euronav shall countersign such letter for acceptance; (x) to the extent necessary, the Parties shall sign an assignment agreement pursuant to which the Seller shall assign, to ▇▇▇.▇▇▇▇, the “▇▇▇.▇▇▇▇” sign as well as any related trademarks, trade names, domain names, copyrights and similar Intellectual Property Rights, substantially on the terms as included in Schedule 7.2.1(x); (xi) the Parties shall sign, and the Seller shall cause any other relevant entity of the CMB Group (with the exclusion of Euronav and its affiliates) to sign a license agreement in relation to the licensing of the “Bocimar”, “Bochem” and “Delphis” (word and/or device) signs, substantially on the terms as included in Schedule 7.2.1(xi); (xii) to the extent any Windcat Domain Names are registered in name of an entity of the CMB Group other than a Group Company, the Seller shall deliver evidence of the transfer of such domain name to a Group Company; and (xiii) the Seller shall deliver to the Purchaser evidence of the satisfaction of its pre-Closing Covenants set forth in Clause 6.6. 7.2.2 The effectiveness counterparts of each of the Closing Actions Ancillary Agreements to which it is conditional upon the fulfilment of all of the other Closing Actionsa party. 7.2.3 The Purchaser may at any time waive any of the Closing Actions required to be done by the Seller, and the Seller may at any time waive any of the Closing Actions required to be done by the Purchaser. 7.2.4 If a Party fails to fulfil any of its Closing Actions, then the Purchaser (if the Seller fails to fulfil any of its Closing Actions) or the Seller (if the Purchaser fails to fulfil any of its Closing Actions) may: (i) proceed Each of AT&T and the Investor shall provide a properly completed and executed IRS Form W-9 to Closing to the extent reasonably possible and permitted by Law, which shall include for the avoidance of doubt the right to claim specific performance; (ii) defer Closing, in which event the provisions of this Clause 7 shall apply to Closing so deferred, provided that Closing cannot be deferred past the Long Stop Date; or (iii) terminate this Agreement in accordance with Clause 15, in which case all Closing Actions already fulfilled shall be deemed null and void. Such termination right is without prejudice to any other rights or remedies which the non-defaulting Party may have under applicable Law against the Party in breach of its Closing ActionsNewCo.