Common use of Closing Actions Clause in Contracts

Closing Actions. On the Scheduled Closing Date, the Parties shall take, or if applicable, cause to be taken, concurrently (Zug um Zug) the following actions (the “Closing Actions”), in each case if not already taken before in accordance with this Agreement: a) Unless this has been done before, Sellers shall deliver to Buyer copies of addenda to the service agreements with each managing director of the Company and the employment agreements with each of the Key Employees duly executed by the relevant parties in accordance with Sections 9.1 and 9.2; b) Buyer shall pay the Cash Consideration, including any applicable bank fees or charges, to Sellers’ Accounts with discharging effect towards the Sellers; c) Buyer shall deliver to Sellers 1 and 3 a Notice setting forth the amount of the Consideration Shares to be transferred to Sellers 1 and 3 as Equity Consideration and Sellers 1 and 3 shall acknowledge and confirm the amount of Consideration Shares in the form of a Notice; d) Buyer shall assign to Sellers 1 and 3 and Sellers 1 and 3 shall acquire the Consideration Shares, free of Encumbrances but subject to any restrictions under the applicable Laws (including stock exchange rules) and any restrictions expressly agreed upon by the Parties hereunder; e) Seller 1 and Seller 3 must have been duly registered as stockholders of the Consideration Shares and the Consideration Shares as set forth in Section 6.1.4a) – in both cases (registered and, to the extent legally possible, unrestricted) - have been transferred free of charge to the share accounts of Seller 1 and Seller 3 in accordance with standard registration periods under United States securities laws and regulations but no later than 31 January 2025;

Closing Actions. On the Scheduled Closing Date, and subject to the Parties Seller having delivered to the Purchaser the Total Purchase Price Notification, the Bank Repayment Amount Notification and a pdf-copy of the executed Release Letter in accordance with this Agreement, the Seller and the Purchaser (as the case may be) shall take, or if applicable, cause to be taken, the following actions concurrently (Zug um Zug) the following actions (the “Closing Actions”), in each case if not already taken before in accordance with this Agreement:): (a) Unless this has been done beforealready occurred prior to the Scheduled Closing Date, Sellers the Seller shall deliver to Buyer copies the Purchaser a copy of addenda the Paying Agent Agreement in written form executed by all parties thereto other than the Purchaser; (b) The Purchaser shall pay an amount equal to the service agreements with each managing director Total Purchase Price into the Seller’s Account and such amount shall be credited to the Seller’s Account; (c) The Purchaser shall pay an amount equal to the Bank Repayment Amount on behalf of the Company relevant Group Companies into the Finance Parties’ Bank Account and the employment agreements with each of Bank Repayment Amount shall be finally credited to the Key Employees duly executed by the relevant parties in accordance with Sections 9.1 and 9.2Finance Parties’ Account; b(d) Buyer shall pay the Cash Consideration, including any applicable bank fees or charges, to Sellers’ Accounts with discharging effect towards the Sellers; c) Buyer The Seller shall deliver to Sellers 1 and 3 the Purchaser a Notice setting forth the amount copy of the Consideration Shares to be transferred to Sellers 1 and 3 as Equity Consideration and Sellers 1 and 3 shall acknowledge and confirm the amount of Consideration Shares in the form of a Noticeexecuted Upstream Loan Termination Agreement; d(e) Buyer The Seller shall assign deliver to Sellers 1 the Purchaser copies of the executed Advisory Board Termination Documentation; and (f) The Purchaser shall deliver to the Seller evidence that any directors & officers insurance which existed up and 3 until the Scheduled Closing Date for the benefit of any Indemnified Person has been updated for a run-off period of six (6) years following Closing in a way to secure that potential claims against an Indemnified Person based on acts or omissions up to and Sellers 1 until Closing are covered in accordance and 3 shall acquire the Consideration Shares, free of Encumbrances but subject to any restrictions under the applicable Laws (including stock exchange rules) and any restrictions expressly agreed upon by the Parties hereunder; e) Seller 1 and Seller 3 must have been duly registered as stockholders of the Consideration Shares and the Consideration Shares as set forth in Section 6.1.4a) – in both cases (registered and, to the extent legally possible, unrestricted) - have been transferred free of charge to the share accounts of Seller 1 and Seller 3 in accordance with standard registration periods under United States securities laws and regulations but no later than 31 January 2025;14.1(b).

Closing Actions. On Concurrently with and in exchange for the Scheduled closing actions of the other Party, the following closing actions shall occur in the sequence of the alphabetic order of paragraphs (a) to (j) below: (a) the Purchaser shall deliver evidence reasonably satisfactory to the Seller that, subject to Section 3.2, all Material Merger Control Clearances have been obtained or the respective waiting periods have expired without a reaction from the relevant competition authority in accordance with Section 3.1(a); (b) the Purchaser shall deliver evidence reasonably satisfactory to the Seller that, subject to Section 3.2, all Regulatory Filings and Approvals have been obtained, respectively made, in accordance with Section 3.1(b) (including the pre-approval from FOPI of the purchase of the Shares by the Purchaser); (c) the Purchaser shall pay to the Seller the Purchase Price in CHF by wire transfer, with value as of the Closing Date and for same day receipt, in immediately available funds to one or more bank accounts designated by the Seller in writing no later than by close of business (Zurich) on the 3rd (third) Business Day prior to the Closing Date; (d) the Seller shall deliver to the Purchaser the share certificates representing the Shares, duly endorsed in blank; (e) the Seller shall deliver to the Purchaser an extract of the minutes of a resolution of the board of directors of the Company approving the transfer of the Shares to the Purchaser and the entry of the Purchaser in the share register of the Company as of the Closing Date; (f) the Seller shall deliver to the Purchaser the share register of the Company in which the Purchaser is registered as the sole shareholder of the Company as of the Closing Date; (g) the Seller shall deliver to the Purchaser resignation letters of the members of the board of directors of the Company and of Winterthur Life as specified in Schedule 4.2(g), by which such persons (i) resign from such boards of directors (or other governing bodies, as applicable) and (ii) waive any rights and declare to have no claims towards any Business Entity of the Winterthur Group in connection with their membership in the respective boards of directors (or other governing bodies, as applicable); (h) the Purchaser shall deliver to the Seller a certified extract from the resolutions of the shareholders' meeting of the Company and of Winterthur Life substantially in the form attached hereto as Schedule 4.2(h) granting unconditional discharge to all former members of the board of directors of the Company, Winterthur Life and the Current Winterthur Group Executive Board in connection with their acts or omissions as directors and executive officers of the Company and of Winterthur Life during the period ending with the Closing Date; (i) the Purchaser shall procure the full repayment on behalf of Finso, or cause Finso to fully repay, the Parties shall take, or if applicable, cause Finso Loan to be taken, concurrently the Seller's Guernsey Branch by way of payment of (Zug um Zugaa) the following actions Principal Finso Loan Amount and the (the “Closing Actions”)bb) Accrued Finso Interest, in each case if not already taken before in accordance GBP by wire transfer, with this Agreement:value as of the Closing Date and for same day receipt, in immediately available funds to a bank account designated by the Seller in writing no later than by close of business (Zurich) on the 3rd (third) Business Day prior to the Closing Date; and a(j) Unless this has been done before, Sellers the Seller shall deliver to Buyer copies of addenda the Purchaser a confirmation from the Seller's Guernsey Branch substantially in the form attached hereto as Schedule 4.2(j) confirming to the service agreements with each managing director of the Company and Finso that all amounts owed under the employment agreements with each of Finso Loan and the Key Employees duly executed by the relevant parties in accordance with Sections 9.1 and 9.2; b) Buyer shall pay the Cash ConsiderationFinso Guarantee, including the Principal Finso Loan Amount, the Accrued Finso Interest and all interest, break cost, fees, commission and any applicable bank fees or charges, to Sellers’ Accounts with discharging effect towards the Sellers; c) Buyer shall deliver to Sellers 1 and 3 a Notice setting forth the amount of the Consideration Shares to be transferred to Sellers 1 and 3 as Equity Consideration and Sellers 1 and 3 shall acknowledge and confirm the amount of Consideration Shares in the form of a Notice; d) Buyer shall assign to Sellers 1 and 3 and Sellers 1 and 3 shall acquire the Consideration Shares, free of Encumbrances but subject to any restrictions other amounts owed under the applicable Laws (including stock exchange rules) Finso Loan and any restrictions expressly agreed upon by the Parties hereunder; e) Seller 1 and Seller 3 must Finso Guarantee have been duly registered as stockholders of discharged in full and that the Consideration Shares Company and the Consideration Shares as set forth in Section 6.1.4a) – in both cases (registered andFinso are fully and finally released from all obligations thereunder, to the extent legally possible, unrestricted) - have been transferred free of charge to the share accounts of Seller 1 and Seller 3 in accordance with standard registration periods under United States securities laws and regulations but no later than 31 January 2025;respectively.

Closing Actions. On the Scheduled Closing Date, the Parties shall take, or if applicable, cause to be taken, concurrently (Zug um Zug) the following actions (the “Closing Actions”), in each case if not already taken before in accordance with this Agreement: (a) Unless this has been done beforeeach of the Sellers shall transfer title to their respective Shares to the Purchaser, Sellers through the delivery to the Purchaser of the duly executed share transfer forms (ordres de mouvement) in respect of all of its Shares; and the Company shall deliver to Buyer the Purchaser: (i) the Shares through inscription of the sale of such Shares in the Company’s up-to-date share transfer register (registre des mouvements de titres) and up-to-date shareholders’ individual accounts (comptes individuels d’actionnaires), which will vest in the Purchaser good and marketable legal and beneficial ownership of such Shares; (ii) evidence of the exercise of the Options that have been exercised; (iii) duly executed copies of addenda the consents of the beneficiaries of Free Shares to the service agreements cancellation of their Free Shares; (iv) duly executed copies of the consents of the beneficiaries of the outstanding Options to the cancellation of their outstanding unexercised Options; (v) a copy of the Escrow Agreement, duly executed by the Sellers’ Representative; (vi) certified copies of the resolutions duly adopted by the Company’s Board of Directors and by the Company’s shareholders acknowledging the exercise of the Options, the cancellation of the Free Shares and the cancellation of outstanding unexercised Options together with corresponding board reports required under applicable French Laws; (vii) certified copies of the resolutions duly adopted by the Company’s Board of Directors (or its equivalent governing body) authorizing the execution, delivery and performance of this Agreement and any other transactions contemplated by this Agreement; (viii) a duly executed certificate, in form and substance as prescribed by Treasury Regulations promulgated under Code Section 1445, stating that Bi-▇▇▇ Inc. is not, and has not been, during the relevant period specified in Section 897(c)(1)(A)(ii) of the Code, a “United States real property holding corporation” within the meaning of Section 897(c) of the Code; (ix) duly executed separation and release agreements, in a form reasonably acceptable to the Purchaser, by and between Bi-▇▇▇ Inc. and each managing director of (i) ▇▇▇▇▇▇▇ ▇▇▇▇▇; (ii) ▇▇▇▇▇▇ ▇▇▇▇▇; and (iii) ▇▇▇▇▇ ▇▇▇▇▇; (x) resignation letters, effective as of the Closing, in a form reasonably acceptable to the Purchaser, from and duly executed by all of the directors of the Company and the employment agreements with each following officers and/or employees of the Key Employees Group Companies: (A) ▇▇▇▇▇▇▇ ▇▇▇▇▇; (B) ▇▇▇▇▇▇ ▇▇▇▇▇; and (C) ▇▇▇▇▇ ▇▇▇▇▇; (xi) evidence of the Company’s statutory auditors’ agreement to participate in the Company’s meeting convened on short notice by the relevant corporate bodies of the Company on the Closing Date; (xii) written waivers from the required employees of the Company of their right to make an offer to acquire the Company in accordance with the ▇▇▇▇▇ Law; (xiii) two (2) duly signed CERFA forms number 2759 in respect of each Seller’s Shares; and (xiv) certified copies of resolutions duly adopted by the Board of Directors of Bi-▇▇▇ Inc. terminating its participation in the ADP TotalSource Retirement Savings Plan, effective at least one day prior to the Closing Date but contingent on the occurrence of the Closing. (b) The Purchaser shall make the payments referred to in Section 2.05(a) and provide evidence thereof to the Company, sign the CERFA forms delivered by the Sellers pursuant to Section 3.02(a)(xiii) and the Purchaser shall deliver to the Company: (i) certified copies of the resolutions duly adopted by the Purchaser’s Board of Directors authorizing the execution, delivery and performance of this Agreement and any other transactions contemplated by this Agreement; (ii) a copy of the Escrow Agreement, duly executed by the relevant parties Purchaser; and (iii) a certificate of insurance or other written evidence of in-force coverage effective as of the Closing under the RWI Policy together with evidence of payment of the premium therefor. (c) Notwithstanding anything in accordance with Sections 9.1 this Agreement to the contrary, the Purchaser is permitted to deduct and 9.2; b) Buyer withhold amounts from any payment made by the Purchaser to the Payments Administrator for further distribution to the Sellers under this Agreement as required under applicable Law; provided that, if the Purchaser intends to withhold any such amounts from any such payment, the Purchaser shall pay promptly notify the Cash Consideration, including any applicable bank fees or charges, to Sellers’ Accounts Representative of such intention and shall use commercially reasonable efforts to provide such notice at least thirty (30) days prior to the expected payment date; provided, further, that the Purchaser shall reasonably cooperate with discharging effect towards the Sellers; c) Buyer shall deliver ’ Representative to Sellers 1 and 3 a Notice setting forth reduce the amount of withholding Taxes imposed on the Consideration Shares payment of any such payment, including by executing and filing any forms or certificates reasonably required to be transferred claim an available reduced rate of, or exemption from, withholding Taxes; provided, further, that, for the avoidance of doubt, the Purchaser is not permitted to Sellers 1 deduct and 3 as Equity Consideration and Sellers 1 and 3 shall acknowledge and confirm withhold amounts from any payments to or for the amount account of Consideration Shares in the form Aquiline or any of a Notice; d) Buyer shall assign to Sellers 1 and 3 and Sellers 1 and 3 shall acquire the Consideration Shares, free of Encumbrances but subject to any restrictions under the applicable Laws (including stock exchange rules) and any restrictions expressly agreed upon by the Parties hereunder; e) Seller 1 and Seller 3 must have been duly registered as stockholders of the Consideration Shares and the Consideration Shares as set forth in Section 6.1.4a) – in both cases (registered and, to the extent legally possible, unrestricted) - have been transferred free of charge to the share accounts of Seller 1 and Seller 3 in accordance with standard registration periods under United States securities laws and regulations but no later than 31 January 2025;its Affiliates.

Closing Actions. On At the Scheduled Closing, notwithstanding other actions at Closing Datethat may be contemplated in other provisions of this Agreement, the Parties shall take, or if applicable, cause to be taken, concurrently (Zug um Zug) the following actions are taken (I) Closing actions in connection with the “Closing Actions”)Company: (a) The Seller, the Purchaser, the Guarantor and the Ultimate Owners, have provided to each other and to the Notary the relevant documents granting and evidencing sufficient signing authority and capacity under Spanish Law to carry out all the actions at Closing. (b) The Purchaser has provided to the Seller a copy of its relevant corporate resolutions approving the transactions contemplated hereby and the execution of this Agreement and related documents, in each case if particular but not already taken before in accordance with this Agreement:limited to, for the purpose of Article 160.f) of the Spanish Capital Corporations Act (Ley de Sociedades de Capital). a(c) Unless this The Seller has been done before, Sellers shall deliver to Buyer copies of addenda provided to the service agreements with each managing director Purchaser a copy of its relevant corporate resolutions approving the transactions contemplated hereby and the execution of this Agreement and related documents, in particular but not limited to, for the purposes of Article 160.f) of the Spanish Capital Corporations Act (Ley de Sociedades de Capital). (d) The Purchaser has received a certificate from the joint directors of the Company certifying that the Company Interests are freely transferable and have no encumbrances or charges or any other Liens and all the requirements set by applicable Law and by the Company’s bylaws have been complied with for the sale and transfer of the Company Interests. (e) The Seller has exhibited to the Purchaser the legal titles (títulos de propiedad) to the Company Interests as prove of its ownership of the Company Interests. (f) The Parties have instructed the Notary to record the transfer of the Seller’s legal titles representing 100% of the shares in the Company Interests in favor of the Purchaser. (g) The Seller, the Purchaser, the Guarantor and the employment agreements with each Ultimate Owners have executed in the presence of the Key Employees duly executed by the relevant parties in accordance with Sections 9.1 and 9.2; bNotary (i) Buyer shall pay the Cash Consideration, including any applicable bank fees or charges, to Sellers’ Accounts with discharging effect towards the Sellers; c) Buyer shall deliver to Sellers 1 and 3 a Notice setting forth the amount of the Consideration Shares to be transferred to Sellers 1 and 3 as Equity Consideration and Sellers 1 and 3 shall acknowledge and confirm the amount of Consideration Shares in the form of a Notice; d) Buyer shall assign to Sellers 1 and 3 and Sellers 1 and 3 shall acquire the Consideration Shares, free of Encumbrances but subject to any restrictions under the applicable Laws (including stock exchange rules) this Agreement and any restrictions expressly agreed upon by other Transaction Document; (ii) the Parties hereunder; eSpanish public transfer deed whereby (x) Seller 1 and Seller 3 must have been duly registered as stockholders of the Consideration Shares and the Consideration Shares as set forth in Section 6.1.4a) – in both cases this Agreement is notarized (registered and, to the extent legally possible, unrestricted) - have been transferred free of charge to the share accounts of Seller 1 and Seller 3 in accordance with standard registration periods under United States securities laws and regulations but no later than 31 January 2025;elevado a público),

Closing Actions. On the Scheduled Closing Date, the Parties The Seller shall take, deliver or if applicable, cause to be taken, concurrently (Zug um Zug) the following actions (the “Closing Actions”), in each case if not already taken before in accordance with this Agreement: a) Unless this has been done before, Sellers shall deliver to Buyer copies of addenda delivered to the service agreements with each managing director of the Company and the employment agreements with Buyer each of the Key Employees following, duly executed by the relevant parties Seller (where appropriate): (a) bills of sale conveying to the Buyer the Purchased Assets and other instruments of transfer as may be reasonably required by the Buyer; (b) a special warranty deed or deeds conveying the Purchased Real Property to the Buyer; (c) originals of all of the following: (i) the Personal Property Leases; (ii) all other Purchased Contracts; and (iii) any consents required for the Purchased Contracts; (d) title insurance policies for each parcel of Real Property issued by Title Insurer, dated the Closing Date, each of which such policies (i) shall be in the full amount of the portion of the Purchase Price that the Seller and the Buyer mutually allocate to each such parcel in accordance with Sections 9.1 Section 1.3(c), and 9.2; b(ii) Buyer shall pay the Cash Consideration, including any applicable bank fees or charges, to Sellers’ Accounts with discharging effect towards the Sellers; c) Buyer shall deliver to Sellers 1 and 3 a Notice setting forth the amount of the Consideration Shares to be transferred to Sellers 1 and 3 as Equity Consideration and Sellers 1 and 3 shall acknowledge and confirm the amount of Consideration Shares in the form of a NoticeAmerican Land Title Association Owner's Policy, 1970 Form B, subject only to the standard exclusions from coverage contained in such policy and the applicable Permitted Liens; d(e) certificates of title for all Vehicles, duly endorsed for transfer to the Buyer shall assign and keys for all Vehicles; (f) certificates of the secretaries of the Seller and the Parent, dated as of the Closing Date, certifying the resolutions of the boards of directors of the Seller and Parent approving and authorizing the execution and delivery of this Agreement and the consummation by the Seller and Parent of the transactions contemplated hereby, together with an incumbency and signature certificate regarding the officer(s) signing on behalf of the Seller and Parent; (g) non-competition agreements duly executed by Seller and Parent in the form of Exhibit D attached hereto; (h) a certificate executed by the Seller and Parent indicating that all conditions to Sellers 1 Seller's obligations have been satisfied or waived and 3 that all representations of the Seller and Sellers 1 Parent contained herein are true and 3 shall acquire correct at the Consideration Shares, free of Encumbrances but subject Closing Date; (i) the Escrow Agreement; and (j) any and all other documents and instruments reasonably required to any restrictions satisfy the obligations under the applicable Laws (including stock exchange rules) and any restrictions expressly agreed upon by the Parties hereunder; e) Seller 1 and Seller 3 must have been duly registered as stockholders of the Consideration Shares and the Consideration Shares as set forth in Section 6.1.4a) – in both cases (registered and, to the extent legally possible, unrestricted) - have been transferred free of charge to the share accounts of Seller 1 and Seller 3 in accordance with standard registration periods under United States securities laws and regulations but no later than 31 January 2025;transactions contemplated herein.

Closing Actions. On The Parties acknowledge and agree that it is a requirement for the Scheduled sale and purchase of the Sale Shares to be completed that all the below actions to be carried out on the Closing Date pursuant to this Section 3.2, and all documents to be executed or delivered hereunder, are effectively completed and executed or delivered simultaneously (en unidad de acto) on the date hereof: (a) 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) the Sellers acknowledge that the Purchase Price will be satisfied in accordance with the provisions of Section 2.2, and (iii) on the Effective Date, the Parties Sellers transfer ownership and deliver the Sale Shares to the Buyer and the Buyer, in turn, acquires and received the Sale Shares (the “Public Deed”). (b) The Sellers shall takesign and deliver, or cause to be delivered, to the Buyer or the Notary the following items: (i) original public deed titles of ownership of each Seller with respect to the Sale Shares owned by each Seller for the Notary to record (on or after the Effective Date) in said titles the transfer of the Sale Shares to the Buyer; (ii) powers of attorney sufficient for the execution of this Agreement and any other ancillary agreement; and (iii) if applicable, the D-1B Forms to be filed with the Spanish General Directorate of Commerce and Investment, communicating the foreign divestment in the Company by the applicable Individual Seller(s). (c) The Buyer shall sign and deliver, or cause to be takendelivered, concurrently to the Notary the following items: (Zug um Zugi) powers of attorney sufficient for the execution of this Agreement and any other ancillary agreement; and (ii) the following actions D-1A Form to be filed with the Spanish General Directorate of Commerce and Investment, communicating the foreign investment in the Company by the Buyer. (d) The Buyer and the “Closing Actions”Sellers, as shareholders of the Company, shall cause the Company to: (i) immediately prior to Closing, hold a Universal Shareholders Meeting of the Company approving, among others, the Transaction and whereby the Sellers and the Company renounce and waive any preemption rights in relation to the transfer of the Sale Shares to which they or the Company might be entitled by virtue of Law, the Company’s bylaws, the Shareholders Agreement and/or the Put and Call Agreement; (ii) hold a Board of Directors’ Meeting, approving, among others, the granting of special powers of attorney for the purposes of this Transaction; (iii) issue a certificate by the Secretary, with the approval of the Chairman, of the Board of Directors of the Company (with signatures duly notarized), in each case if not already taken before in accordance with this Agreement: a) Unless this has been done before, Sellers shall deliver to Buyer copies of addenda form and substance reasonably satisfactory to the service agreements Buyer and for its inclusion in the Public Deed, certifying with each managing director reference to the Company’s Registry Book of Shareholders (Libro Registro de Socios) (A) the ownership of the Sale Shares, (B) that the Sale Shares are free from any Liens, and (C) that all requirements for the transfer of the Sale Shares to the Buyer set forth by Law, the Company’s bylaws and any relevant agreement have been duly complied with; and (iv) execute an amendment to the non-competition agreement, dated as of October 13, 2020, executed by and between the Company and the employment agreements with each of the Key Employees duly executed by the relevant parties in accordance with Sections 9.1 and 9.2; b) Buyer shall pay the Cash Consideration, including any applicable bank fees or charges, to Sellers’ Accounts with discharging effect towards the Sellers; c) Buyer shall deliver to Sellers 1 and 3 a Notice setting forth the amount of the Consideration Shares to be transferred to Sellers 1 and 3 as Equity Consideration and Sellers 1 and 3 shall acknowledge and confirm the amount of Consideration Shares in the form of a Notice; d) Buyer shall assign to Sellers 1 and 3 and Sellers 1 and 3 shall acquire the Consideration Shares, free of Encumbrances but subject to any restrictions under the applicable Laws (including stock exchange rules) and any restrictions expressly agreed upon by the Parties hereunder; e) Seller 1 and Seller 3 must have been duly registered as stockholders of the Consideration Shares and the Consideration Shares as set forth in Section 6.1.4a) – in both cases (registered and, to the extent legally possible, unrestricted) - have been transferred free of charge to the share accounts of Seller 1 and Seller 3 in accordance with standard registration periods under United States securities laws and regulations but no later than 31 January 2025;Entravision.

Closing Actions. 7.3.1 On the Scheduled Closing Date, Sellers’ Representative and Purchaser shall take the Parties shall take, or if applicable, cause to be taken, concurrently following actions simultaneously (Zug um Zug) the following actions (the “Closing Actions”), in whereby each Closing Action shall only be deemed to have been carried out and become effective between the Parties once all Closing Actions have been carried out or waived (as the case if not already taken before in accordance with this Agreement:may be): a) Unless this has been done before, Sellers Purchaser shall deliver to Buyer copies of addenda to make the service agreements with each managing director of the Company payments and the employment agreements with each of the Key Employees duly executed by the relevant parties declarations set forth in accordance with Sections 9.1 and 9.2Section 6.1.1 through 6.1.2; b) Buyer shall pay the Cash Consideration, including any applicable bank fees or charges, to Sellers’ Accounts Representative shall provide the Purchaser with discharging effect towards a duly passed shareholders’ resolution on the Sellers;payment of a capital contribution in the amount of EUR 800,000.00 (in words: Euros eight hundred thousand) into the Target’s capital reserves to be made by the Seller 1, Seller 2 and Seller 3 prior to the Closing Date, a draft of which is attached as Annex 7.3.1b) (“Pre-Closing Contribution Payment””): c) Buyer Purchaser shall deliver to Sellers 1 make the payments and 3 a Notice setting declarations set forth the amount of the Consideration Shares to be transferred to Sellers 1 and 3 as Equity Consideration and Sellers 1 and 3 shall acknowledge and confirm the amount of Consideration Shares in the form of a NoticeSection 6.1.3; d) Buyer Sellers’ Representative shall assign deliver to Sellers 1 Purchaser settlement agreements to be entered into by the Target and 3 each of the beneficiaries listed in Annex 7.3.1d)-1 (“VESOP-Beneficiaries”, with a full and Sellers 1 final release in favour of Target and 3 shall acquire the Consideration Shares, free of Encumbrances but Purchaser subject to any restrictions under the applicable Laws receipt of the VESOP-Compensation by each VESOP-Beneficiary, in form attached as a draft as Annex 7.3.1d)-2 (including stock exchange rules) “VESOP-Settlement Agreement”); Purchaser shall accept, and any restrictions expressly agreed upon by the Parties hereunderSellers’ Representative shall be entitled to deliver, VESOP-Settlement Agreements executed via Docusign and/or otherwise signed electronically, which shall be deemed full performance of this Closing Action; e) Sellers’ Representative shall deliver to Purchaser an agreement entered into among Sellers and the Target regarding the waiver of rights and termination of the current shareholders’ agreement dated December 20, 2017 (deed no. S 1491/2017 of the notary ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, Berlin) as amended by the amendment agreement dated January 15, 2019 (deed no. S 38/2019 of the notary ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, Berlin) and all other shareholders’ agreements in respect of Target substantially in the form attached hereto as Annex 7.3.1e); f) Sellers’ Representative shall deliver to Purchaser executed powers of attorney of each Seller substantially in the form attached hereto as Annex 7.3.1f) (“Sellers' PoA”), such Seller’s PoA to grant to Purchaser the unrestricted and irrevocable power of attorney, with exemption from the restrictions of Section 181 BGB) – to the extent legally permitted – and with the right to grant sub-power of attorney, to exercise all shareholder rights in full and without restriction, in particular to adopt shareholder resolutions, including amendments to the articles of association of Target effective as from the Closing Date. It is acknowledged and agreed among the Parties, that Seller 10 is not permitted to grant exemption from the restrictions of Section 181 BGB, and the Closing Action of this Section 7.3.1f) shall be deemed properly fulfilled, if the Sellers’ Representative provides the Sellers’ PoA issued by Seller 10 without such exemption. Each Seller’s PoA shall expire upon the entry of the updated list of shareholders, which shows Purchaser as shareholder of the Sold Shares in the commercial register of Target; g) Sellers and Purchaser shall execute the Holdback Agreement; h) Sellers’ Representative shall provide evidence satisfactory to Purchaser that ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇ have been provided with all powers of attorney for the Target’s bank accounts that allow the operation of such bank accounts by Purchaser; i) Sellers 1 through, and including, Sellers and all Managers shall deliver to Purchaser the bring down certificate regarding Business Warranties signed by Seller 1 through, and Seller 3 must have been duly registered including, Sellers as stockholders of requested by W&I Insurance (“Bring Down Business”). 7.3.2 Purchaser may in its sole discretion waive the Consideration Shares and the Consideration Shares as Closing Actions set forth in Section 6.1.4a7.3.1b) – in both cases (registered and, through Section 7.3.1j) by written declaration to the extent legally possibleSellers’ Representative. Sellers hereby irrevocably accept such waiver (if any). It is clarified, unrestricted) - have been transferred free that the Sellers’ Representative shall not be responsible and liable for any omission or failure of charge any other Seller or the Target to the share accounts of Seller 1 and Seller 3 in accordance with standard registration periods provide or execute a Closing Action item as required under United States securities laws and regulations but no later than 31 January 2025;Section 7.3.1 above.

Closing Actions. On the Scheduled Closing Date, the Parties Sellers and the Purchaser shall take, or if applicable, cause to be taken, concurrently (Zug um Zug) the following actions (collectively the “Closing Actions” and each a “Closing Action”), ) in each case if not already taken before in accordance with this Agreementthe following order: (a) Unless this has been done before, The Sellers provide evidence reasonably satisfactory to the Purchaser that Sellers 3 and 13 have executed addenda to their respective existing Related Party Employment Agreements with effect as of the Closing Date and the approval of the Company’s supervisory board after Closing substantially in the form attached hereto as Schedule 7.2.1(a); such evidence shall deliver to Buyer be provided by delivery of duly executed true and complete original copies of the respective addenda to the service agreements with each managing director existing Related Party Employment Agreements; EXECUTION VERSION SHARE PURCHASE AND TRANSFER AGREEMENT - 360KOMPANY AG PAGE 41 OF 93 (b) The Sellers provide evidence reasonably satisfactory to the Purchaser of the resignation, effective as of the lapse of the Closing Date, of all members of the supervisory board of the Group Companies; such evidence shall be provided by delivery of duly executed original copies of resignation letters substantially in the form attached hereto in Schedule 7.2.1(b); (c) The Company provides to the Purchaser agreements concluded between the Company on the one hand and the employment respective EDPP Beneficiaries on the other hand pursuant to which each EDPP Beneficiary subject only to receipt of an amount specified therein (net of any Taxes payable by the Company) will waive any and all rights and claims, they may have under EDPP against the Company or confirm not to have any other claims (such agreements with each collectively, the “EDPP Waiver and Settlement Agreements”); (d) The Sellers deliver to the Purchaser the original of a duly executed power of attorney (Vollmacht) to adopt in the name and on behalf of the Key Employees duly executed by the relevant parties in accordance with Sections 9.1 and 9.2; b) Buyer shall pay the Cash Consideration, including Sellers any applicable bank fees or charges, to Sellersshareholders’ Accounts with discharging effect towards the Sellers; c) Buyer shall deliver to Sellers 1 and 3 a Notice setting forth the amount resolutions of the Consideration Shares to be transferred to Sellers 1 and 3 as Equity Consideration and Sellers 1 and 3 shall acknowledge and confirm the amount of Consideration Shares Company, substantially in the form of a Noticethe draft attached as Schedule 7.2.1(d); d(e) Buyer The Sellers and the Purchaser provide evidence of a fully executed Escrow Agreement; (f) If and to the extent the Sold Shares are represented by share certificates issued by the Company, the respective Seller shall assign duly endorse to the benefit of the Purchaser, and transfer (i.e. physically hand over) to the Purchaser, such share certificates. (g) The Preliminary Cash Consideration is discharged by (or on behalf of) the Purchaser in cash by wire transfer in immediately available funds by (i) payment of the Escrow Amount into the Escrow Account; and (ii) payment of the Sellers’ Amount into the Sellers’ Account. (h) The Stock Consideration is discharged in accordance with the provisions of Section 4.3.3. (i) The Sellers 1 shall hold a shareholders’ meeting of the Company resolving upon (i) the granting of discharge (Entlastung) to the resigning members of the supervisory board and 3 to the members of the management board for the time up to the Scheduled Closing Date (ii) the appointment of new members to the supervisory board of Company as notified by Purchaser to Sellers’ Representative in due course prior to Closing. (j) Following the performance of the Closing Action pursuant to Section 7.2.1(h) and Sellers 1 receipt of such funds on the relevant accounts, (i) the Sellers’ Representatives shall confirm in writing to the Purchaser that the Preliminary Cash Consideration has been duly discharged and 3 (ii) the Sellers’ Representatives shall acquire confirm in writing to the Consideration Shares, free Purchaser that the assignment and transfer “in rem” of Encumbrances but subject the Sold Shares to any restrictions under the applicable Laws Purchaser has become effective (including stock exchange rules) and any restrictions expressly agreed upon by the Parties hereunder; e) Seller 1 and Seller 3 must have been duly registered as stockholders through satisfaction or waiver of the Consideration Shares and the Consideration Shares as conditions precedent set forth in Section 6.1.4a3.1.3), (iii) – the Purchaser shall be registered in both cases the share register (registered Aktienbuch) of the Company as the holder of the Sold Shares; and (iv) the Sellers’ Representatives shall promptly notify the management board of the Company of the fact that the Purchaser has become the sole shareholder of the Company. EXECUTION VERSION SHARE PURCHASE AND TRANSFER AGREEMENT - 360KOMPANY AG PAGE 42 OF 93 For the avoidance of doubt, (i) the Sellers shall be responsible for and shall (and shall apply reasonable efforts that the relevant Group Company and, where applicable, the Sellers’ Related Parties do) enter into the agreements and make the declarations which are required to be made for purposes of the extent legally possiblesatisfaction of the Closing Actions set forth in Sections 7.2.1(a) through 7.2.1(f) and Section 7.2.1(i) and (ii) the Purchaser and Moody’s shall jointly be responsible for and shall (and shall apply reasonable efforts that, unrestrictedwhere applicable, their respective Related Parties do) - have been transferred free take all actions required for purposes of charge to the share accounts satisfaction of Seller 1 the Closing Actions set forth in Sections 7.2.1(g) and Seller 3 in accordance with standard registration periods under United States securities laws and regulations but no later than 31 January 2025;7.2.1(h).

Closing Actions. On (a) At or prior to Closing, upon the Scheduled Closing Dateterms and subject to the conditions of this Agreement, and subject to the Parties simultaneous performance by Purchaser of its obligations pursuant to Section 6.3(b), Seller shall take, deliver (or if applicable, cause to be takendelivered) to Purchaser, concurrently the following: (Zug um Zugi) a copy of the PETRONAS Approval; (ii) two original share transfer forms for each of the ▇▇▇▇▇▇ ▇▇▇▇▇ Sale Shares and ▇▇▇▇▇▇ Sarawak Sale Shares in Agreed Form in favour of Purchaser duly executed by Seller; (iii) the following actions existing share certificates relating to the Sale Shares; (iv) duly executed letters of resignation and deeds of release, in Agreed Form, with effect from Closing, of each existing director of each Sale Company; (v) a certified true copy of a secretary’s certificate of the “resolutions passed by each Sale Company's directors approving each of the following, subject only to Closing: (A) the 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 evidencing ownership of the Sale 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 Actions”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) the certificate of incorporation, articles of association, registers of directors and members, and statutory and minute books of 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 (or cause to be delivered) to Seller the following: (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 practicable. Any election to proceed to Closing shall be without prejudice to any accrued rights and liabilities of the Parties and the rights of a Party to claim damages for breach of 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 if not already taken before in accordance with this Agreement: acase, within five (5) Unless this has been done before, Sellers shall deliver to Buyer copies of addenda to the service agreements with each managing director Business Days of the Company and the employment agreements with each of the Key Employees duly executed by the relevant parties in accordance with Sections 9.1 and 9.2; b) Buyer shall pay the Cash Consideration, including any applicable bank fees or charges, to Sellers’ Accounts with discharging effect towards the Sellers; c) Buyer shall deliver to Sellers 1 and 3 a Notice setting forth the amount of the Consideration Shares to be transferred to Sellers 1 and 3 as Equity Consideration and Sellers 1 and 3 shall acknowledge and confirm the amount of Consideration Shares in the form of a Notice; d) Buyer shall assign to Sellers 1 and 3 and Sellers 1 and 3 shall acquire the Consideration Shares, free of Encumbrances but subject to any restrictions under the applicable Laws (including stock exchange rules) and any restrictions expressly agreed upon by the Parties hereunder; e) Seller 1 and Seller 3 must have been duly registered as stockholders of the Consideration Shares and the Consideration Shares as set forth in Section 6.1.4a) – in both cases (registered and, to the extent legally possible, unrestricted) - have been transferred free of charge to the share accounts of Seller 1 and Seller 3 in accordance with standard registration periods under United States securities laws and regulations but no later than 31 January 2025;Closing Date.

Closing Actions. On At the Scheduled Closing Date, the Parties following actions shall take, or if applicable, cause to be taken, concurrently taken in the following sequence and in mutual interdependence from each other (Zug um Zug): (a) Seller shall present and deliver to Buyer the following documents: (i) certificates representing the Shares, duly endorsed in blank; (ii) the following actions unanimous resolution of the Company’s board of directors consenting to the transfer of the Shares to Buyer and to the registration of Buyer as the sole shareholder of the Shares in the share register of the Company as of the Closing Date; (iii) the share register of the Company in which Buyer has been registered as holder of the Shares; (iv) an excerpt of the commercial register of the Canton of Zurich (or any equivalent official document) evidencing the signing authority of Seller’s signatories; (v) a resolution passed by Seller’s board of directors approving, and authorizing the execution, delivery and performance of this Agreement on behalf of Seller; (vi) the resignation letters as per the drafts attached hereto as Schedule 2.3(a)(vi) of the Persons listed therein (the “Closing ActionsResigning Directors”)) as members of the board of directors of the Company, and a written confirmation, duly signed on behalf of Seller and the Company in each case if not already taken before in accordance with this Agreement: a) Unless this has been done beforeform and substance satisfactory to Buyer, Sellers shall deliver to Buyer copies of addenda to the service agreements effect that all Closing Conditions have been fully satisfied or waived by Seller, with each managing director of the Company and the employment agreements with each of the Key Employees duly executed by the relevant parties in accordance with Sections 9.1 and 9.2; b) Buyer shall pay the Cash Considerationdocumentary evidence, including any applicable bank fees or charges, to Sellers’ Accounts with discharging effect towards the Sellers; c) Buyer shall deliver to Sellers 1 and 3 a Notice setting forth the amount of the Consideration Shares to be transferred to Sellers 1 and 3 as Equity Consideration and Sellers 1 and 3 shall acknowledge and confirm the amount of Consideration Shares in the form of a Notice; d) Buyer shall assign to Sellers 1 and 3 and Sellers 1 and 3 shall acquire the Consideration Shares, free of Encumbrances but subject to any restrictions under the applicable Laws (including stock exchange rules) and any restrictions expressly agreed upon by the Parties hereunder; e) Seller 1 and Seller 3 must have been duly registered as stockholders of the Consideration Shares and the Consideration Shares all as set forth in Section 6.1.4a7; (vii) – evidence reasonably satisfactory to the Buyer that the Building Transfer Condition has been met (as defined in both cases Section 6.7(b)); and (registered andviii) evidence reasonably satisfactory to the Buyer that the Dividend Filings pursuant to Section 6.3(b) have been duly made, including, but not limited to, copies of the filed Forms 102 and 106 and the evidence of the mailing of same. (b) Following the actions by Seller set forth in the preceding Subsection, Buyer shall: (i) pay to Seller by wire transfer, to a bank account with a Swiss bank to be designated by Seller, the Purchase Price in U.S. Dollars; (ii) deliver to Seller documentary evidence of the completed wire transfer to Seller; (iii) deliver to Seller an excerpt of the commercial register (or any equivalent official document) evidencing the signing authority of Buyer’s signatories; (iv) deliver to Seller a resolution passed by Buyer’s board of directors approving, and authorizing the execution, delivery and performance of this Agreement on behalf of Buyer; (v) issue a written confirmation, duly signed on behalf of Buyer in form and substance satisfactory to Seller, to the extent legally possible, unrestricted) - effect that all Closing Conditions have been transferred free of charge to fully satisfied or waived by Buyer, with the share accounts of Seller 1 and Seller 3 relevant documentary evidence, all as set forth in accordance with standard registration periods under United States securities laws and regulations but no later than 31 January 2025;Section 8.

Closing Actions. On the Scheduled Closing Date, the Parties shall take, or if applicable, cause to be taken, concurrently (Zug um Zug) each of the following events shall take place simultaneously. Closing shall not be deemed to occur unless all the actions set out below in this Clause 6.2 have been completed: 6.2.1 The Company and the Sellers shall deliver the Updated Disclosure Letter, if any, to the Purchaser; 6.2.2 The Purchaser shall provide, and cause the Purchaser Nominee to provide, to their respective banks, irrevocable wire transfer instructions for effecting the following transfers: (a) Transfer of their respective portions of the “Closing Actions”), in each case if not already taken before Seller 1 Purchase Consideration to the bank account designated by Seller 1 in accordance with this Agreement:Clause 3.2; and a(b) Unless this has been done beforeTransfer of Seller 2 Purchase Consideration to the bank account designated by Seller 2 in accordance with Clause 3.2. The Purchaser shall provide a copy of the aforementioned instructions along with the acknowledgement, including a copy of MT-101/MT-103 SWIFT or equivalent details to enable the Sellers to track the remittance; 6.2.3 Simultaneous with the delivery of the irrevocable wire transfer instructions and a copy of MT-101/MT-103 SWIFT or equivalent details to enable the Sellers to track the remittance, each of the Sellers shall deliver to Buyer copies the duly executed share transfer forms and original share certificates in respect of addenda their respective Sale Shares to the service agreements with each managing director Purchaser and the Purchaser Nominee; 6.2.4 Each of the directors on the Board (“Resigning Directors”) shall have tendered their resignation, in the format as provided in Schedule IV (Format of Resignation Letter) which resignation shall be effective from the Closing; 6.2.5 The Company and shall conduct a Board meeting (“Closing Date Board Meeting”) at which there shall be passed a resolution to: (a) approve/record the employment agreements with transfer of the Sale Shares from each of the Key Employees duly executed by Sellers to the relevant parties in accordance with Sections 9.1 and 9.2; b) Buyer shall pay the Cash Consideration, including any applicable bank fees or charges, to Sellers’ Accounts with discharging effect towards the Sellers; c) Buyer shall deliver to Sellers 1 and 3 a Notice setting forth the amount of the Consideration Shares to be transferred to Sellers 1 and 3 as Equity Consideration and Sellers 1 and 3 shall acknowledge and confirm the amount of Consideration Shares in the form of a Notice; d) Buyer shall assign to Sellers 1 and 3 and Sellers 1 and 3 shall acquire the Consideration Shares, free of Encumbrances but subject to any restrictions under the applicable Laws (including stock exchange rules) and any restrictions expressly agreed upon by the Parties hereunder; e) Seller 1 and Seller 3 must have been duly registered as stockholders of the Consideration Shares Purchaser and the Consideration Shares as set forth in Section 6.1.4a) – in both cases (registered and, to the extent legally possible, unrestricted) - have been transferred free of charge to the share accounts of Seller 1 and Seller 3 in accordance with standard registration periods under United States securities laws and regulations but no later than 31 January 2025Purchaser Nominee;

Closing Actions. On the Scheduled Closing DateDays, the Parties shall take, or if applicable, cause to be taken, concurrently (Zug um Zug) take the following actions (such action collectively herein also referred to as the “Closing Actions” and each of them a “Closing Action”), ) in each case if not already taken before in accordance with this Agreementthe following order: a) Unless this has been done before, 7.3.1 On Closing Day I the Parties shall take the following Closing Actions (“Closing Actions I”): 7.3.1.1 Each Party shall submit to the other Parties evidence of the authority of each person executing a document or acting on its behalf regarding any Closing Action; and 7.3.1.2 the Sellers shall provide to the Purchaser evidence of the fulfillment of the Closing Conditions I set forth in Section 6.1.2; and 7.3.1.3 the Purchaser shall deliver to Buyer copies of addenda to the service agreements with each managing director of the Company and the employment agreements with each of the Key Employees duly executed by the relevant parties in accordance with Sections 9.1 and 9.2; b) Buyer shall pay the Cash ConsiderationSellers written confirmation, including any applicable bank fees or charges, to Sellers’ Accounts with discharging effect towards the Sellers; c) Buyer shall deliver to Sellers 1 and 3 a Notice setting forth the amount of the Consideration Shares to be transferred to Sellers 1 and 3 as Equity Consideration and Sellers 1 and 3 shall acknowledge and confirm the amount of Consideration Shares such confirmation substantially in the form of a Notice; d) Buyer shall assign to Sellers 1 and 3 and Sellers 1 and 3 shall acquire the Consideration Sharesas set forth in Schedule 7.3.1.3, free of Encumbrances but subject to any restrictions under the applicable Laws (including stock exchange rules) and any restrictions expressly agreed upon by the Parties hereunder; e) Seller 1 and Seller 3 must have been duly registered whether, as stockholders of the Consideration Shares and Closing Day I, the Consideration Shares Purchaser is aware of any violation of the Sellers’ Warranties as set forth in Section 6.1.4a) – in both cases 9 (registered it being understood that this statement shall have no effect on the Sellers’ obligations and liabilities and shall not preclude the Covered Persons from taking any action, or enforcing any claim, under the Agreement and that it shall not be used by the Sellers as a defence against any claim of the Covered Persons); and, 7.3.1.4 the Sellers shall deliver to the extent legally possiblePurchaser a written statement that all representations made in Section 9 are true, unrestricted) - have been transferred free correct and complete as of charge the Closing Day I (regardless of whether the statement in Section 9 refers to the share accounts day hereof) or, as the case may be, list any discrepancies as of Seller 1 the Closing Day I; and 7.3.1.5 the Sellers shall deliver to the Purchaser a photocopy of the resolution of the shareholder’s meeting of the Company having taken place prior to or on Closing Day I in which the shareholder’s meeting approves the split of the Shares as stipulated in Sections 2.3 and Seller 3 2.4; and 7.3.1.6 the Purchaser shall pay the Purchase Price I and the Preliminary Purchase Price II to the Sellers to be credited to the Sellers’ Bank Accounts in accordance compliance with standard registration periods under United States securities laws Section 4.4 and regulations but no later than 31 January 2025submit copies of the relevant transfer instructions to the Sellers and the Sellers shall deliver to the Purchaser the confirmation of due payment as set forth in Section 4.4. 7.3.2 On Closing Day II the Parties shall take the following Closing Actions (“Closing Actions II”): 7.3.2.1 Each Party shall submit to the other Parties evidence of the authority of each person executing a document or acting on its behalf regarding any Closing Action; and 7.3.2.2 the Purchaser shall pay the Purchase Price III to the Sellers to be credited to the Sellers’ Bank Accounts in compliance with Section 4.4 and submit copies of the relevant transfer instructions to the Sellers and the Sellers shall deliver to the Purchaser the confirmation of due payment as set forth in Section 4.4; 7.3.2.3 the Parties shall execute the assignment agreement regarding the Shares III in notarized form essentially in the form of Schedule 7.3.2.3.

Closing Actions. On the Scheduled Closing Date, the Parties shall Seller and the Purchaser (as the case may be) shall, in prompt succession, take, or if applicable, cause to be taken, concurrently the following actions as set forth in Section 10.2(a) to 10.2(h) simultaneously (Zug um Zug) in the following actions sequence as set out below (the “Closing Actions”), provided that the documents to be exchanged in each case if not already taken before in accordance with fulfillment of the Closing Actions are physically available to the legal advisors of the Parties on the Scheduled Closing Date at the place at which the Closing shall take place and those documents, of which agreed form versions are attached to this Agreement, are substantially in the form as attached hereto: a(i) Unless this has been done beforeThe Purchaser shall pay an amount equal to the Preliminary Purchase Price into the Seller’s Bank Account and such amount shall be finally credited to the Seller’s Bank Account; (ii) The Purchaser shall pay the Bank Repayment Amount on behalf of the relevant Group Companies into the Finance Parties’ Bank Account and the Bank Repayment Amount shall be finally credited to the Finance Parties’ Account; (iii) The Seller and the Purchaser shall execute the Closing Disclosure Letter, Sellers substantially in the form as attached in Exhibit 10.2(c); (iv) The Seller shall deliver the Shareholder Loan Termination Agreement to the Purchaser; (v) The Seller shall deliver to Buyer copies of addenda to the service agreements with each managing director of the Company and the employment agreements with Purchaser duly executed Advisory Board Resignation Letters for each of the Key Employees duly executed by the relevant parties in accordance with Sections 9.1 and 9.2[***]; b(vi) Buyer The Purchaser shall pay procure that the Cash Consideration, including any applicable bank fees or charges, to SellersShareholders’ Accounts with discharging effect towards the SellersResolution exocad Group GmbH is passed; c(vii) Buyer The Purchaser shall deliver to Sellers 1 pass the Shareholders’ Resolution Company; and (viii) The Purchaser shall, and 3 a Notice setting forth shall cause the amount of respective Group Companies to, pass the Consideration Shares to be transferred to Sellers 1 and 3 as Equity Consideration and Sellers 1 and 3 shall acknowledge and confirm the amount of Consideration Shares in the form of a Notice; d) Buyer shall assign to Sellers 1 and 3 and Sellers 1 and 3 shall acquire the Consideration Shares, free of Encumbrances but subject to any restrictions under the applicable Laws (including stock exchange rules) and any restrictions expressly agreed upon by the Parties hereunder; e) Seller 1 and Seller 3 must have been duly registered as stockholders of the Consideration Shares and the Consideration Shares as set forth in Section 6.1.4a) – in both cases (registered and, to the extent legally possible, unrestricted) - have been transferred free of charge to the share accounts of Seller 1 and Seller 3 in accordance with standard registration periods under United States securities laws and regulations but no later than 31 January 2025;Shareholders’ Resolutions Subsidiaries.

Closing Actions. On The Parties acknowledge and agree that it is a requirement for the Scheduled sale and purchase of the Sale Shares to be completed that all the below actions to be carried out on the Closing DateDate pursuant to this Clause 3.2, and all documents to be executed or delivered hereunder, are effectively completed and executed or delivered simultaneously (en unidad de acto) on the date hereof: (a) 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) the Seller acknowledges satisfaction of the Purchase Price by means of the set-off of the Loan Amount, and (iii) the Seller transfers ownership and deliver the Sale Shares to the Buyer and the Buyer, in turn, acquires and receives the Sale Shares (the “Public Deed”); (b) The Seller shall takesign and deliver, or if applicable, cause to be takendelivered, concurrently to the Buyer the following items: (Zug um Zugi) original public deed titles of ownership with respect to the Sale Shares to record in said titles the transfer of the Sale Shares to the Buyer; (ii) powers of attorney sufficient for the execution of this Agreement and any other Ancillary Agreement; (iii) a certificate issued by the joint and several directors of the Company (with their signatures duly notarized), in form and substance reasonably satisfactory to the Buyer and for its inclusion in the Public Deed, certifying with reference to the Company’s Registry Book of Shareholders (Libro Registro de Socios) (A) the following actions ownership of the Sale Shares, (B) that the Sale Shares are free from any Liens, and (C) that all requirements for the transfer of the Sale Shares to the Buyer set forth by Law, the Company’s bylaws and any relevant agreement have been duly complied with; (iv) letter signed by all the shareholders of the Company renouncing to and waiving any preemption rights in relation to the transfer of the Sale Shares to which they might be entitled by virtue of Law, the Company’s bylaws or the Existing Shareholders Agreement; (v) adequate evidence of the termination of the Existing Shareholders Agreement signed by all the shareholders of the Company; (vi) the transfer of the Sale Shares shall be recorded in the Company’s Registry Book of Shareholders; (vii) a duly executed release in the form mutually agreed to by the Buyer (the “Closing ActionsShareholder Release”)) from the Seller and the Founders; and (viii) A General Shareholders’ meeting in the Company shall be held with universal nature adopting, the following resolutions: (i) resignation of the current joint and several directors of the Company, (ii) change of the Company’s management structure to a Board of Directors; (iii) appointment of the Board members listed in each case if not already taken before Clause 4.4. of the Shareholders Agreement; (iv) approval of new by-laws of the Company. Concomitantly, a Board of Director’s meeting shall be held appointing the Chairman and Secretary of the Board of Directors of the Company in accordance with this the above referred Clause 4.4. of the Shareholders Agreement:. a(ix) Unless this has been done beforeDelivery by the Buyer of discharge letters for the benefit of the director(s) undertaking, Sellers in the absence of fraud or gross negligence, not to bring any direct action against him/them for any past action in his/its condition as director in relation to the management of the Company. (c) The Founders and the Buyer shall execute the Options Agreement and shall grant before the Notary a public deed pursuant to which Options Agreement is notarized (elevación a público). The Option rights over the Founders’ Shares shall be recorded in the Company’s Registry Book of Shareholders (d) The Founders and the Buyer shall declare the termination and effectively terminate the Pledge (including the Promise to Pledge as described under the Pledge) including any and all rights and obligations stated therein, and the Irrevocable Power of Attorney granted on the same date in connection therewith. (e) The Founders, the Buyer, and the Company shall execute the Shareholders Agreement and shall grant before the Notary a public deed pursuant to which the Shareholders Agreement is notarized (elevación a público). (f) The Founders shall deliver to written evidence of the termination of the Phantom Shares Agreements signed by the Company and certain managers, consultants and employees of the Company, expressly releasing the Buyer copies of addenda to from any direct or indirect liability that may arise in connection with the service agreements with each managing director same and/or any claim any employee, manager or shareholder of the Company and may have against the employment agreements with each Company in relation to any existing or deemed employee stock option, phantom shares or incentive plan for the benefit of any of the Key Employees duly executed by the relevant parties employees, managers and/or shareholders (whether in accordance with Sections 9.1 and 9.2; b) Buyer shall pay the Cash Consideration, including any applicable bank fees writing or charges, to Sellers’ Accounts with discharging effect towards the Sellers; c) Buyer shall deliver to Sellers 1 and 3 a Notice setting forth the amount of the Consideration Shares to be transferred to Sellers 1 and 3 as Equity Consideration and Sellers 1 and 3 shall acknowledge and confirm the amount of Consideration Shares in the form of a Notice; d) Buyer shall assign to Sellers 1 and 3 and Sellers 1 and 3 shall acquire the Consideration Shares, free of Encumbrances but subject to any restrictions under the applicable Laws (including stock exchange rules) and any restrictions expressly agreed upon by the Parties hereunder; e) Seller 1 and Seller 3 must have been duly registered as stockholders of the Consideration Shares and the Consideration Shares as set forth in Section 6.1.4a) – in both cases (registered and, to the extent legally possible, unrestricted) - have been transferred free of charge to the share accounts of Seller 1 and Seller 3 in accordance with standard registration periods under United States securities laws and regulations but no later than 31 January 2025;orally).

Closing Actions. On At the Scheduled Closing, notwithstanding other actions at Closing Datethat may be contemplated in other provisions of this Agreement, the Parties shall take, or if applicable, cause to be taken, concurrently (Zug um Zug) the following actions shall be taken (for the “avoidance of doubt, each of HSBC I, HSBC II and IFC shall only take such action and deliver such documents as are applicable to each such entity as a ▇▇▇ Spain shareholder): (I) Closing Actions”), actions in connection with ▇▇▇ Spain: (a) Each of the Sellers and the Majority Purchaser shall provide to each case if not already taken before other (and also to the Spanish public notary) the public deeds formalizing the powers of attorney that are sufficient to carry out all the actions at Closing. (b) The Purchasers which are Spanish legal entities shall provide the shareholders’ resolutions approving the transaction in accordance with the framework of this Agreement:, especially for the purpose of Article 160.f) of the Spanish Capital Corporations Act. a(c) Unless this has been done before, Each of the Sellers which are legal entities shall deliver to Buyer copies of addenda provide to the service agreements with each managing director Purchasers a copy of their relevant corporate resolutions approving the transactions contemplated hereby and the execution of this Agreement and related documents. (d) The Purchasers shall receive a certificate from the Secretary of the Company (Secretario del Consejo) certifying that the ▇▇▇ Spain Interests are freely transferable and have no encumbrances or charges and all the requirements set by the Spanish Capital Corporations Act and by the Company’s bylaws have been complied with for the transfer of the ▇▇▇ Spain Interests. (e) Each of the Sellers shall exhibit to the Majority Purchaser (and also to the Spanish public notary as regards ▇▇▇ Spain) their respective legal titles (escrituras) to the ▇▇▇ Spain Interests and shall deliver their respective nominative titles (títulos nominativos) representing the ▇▇▇ Spain Interests being sold and transferred, as prove of their respective ownership of the ▇▇▇ Spain Interests. (f) Each of the Sellers and the employment agreements with each Majority Purchaser shall grant the Spanish public transfer deed whereby (i) this Agreement shall be notarized; (ii) subject to the simultaneous release and termination of the Key Employees duly executed by Pledge, the relevant parties in accordance with Sections 9.1 and 9.2; b) Buyer ▇▇▇ Spain Interests shall pay the Cash Consideration, including any applicable bank fees or charges, to Sellers’ Accounts with discharging effect towards the Sellers; c) Buyer shall deliver to Sellers 1 and 3 a Notice setting forth the amount of the Consideration Shares to be transferred to Sellers 1 the Majority Purchaser; and 3 as Equity Consideration and Sellers 1 and 3 shall acknowledge and confirm the amount (iii) acknowledgment of Consideration Shares in the form receipt of a Notice; d) Buyer shall assign to Sellers 1 and 3 and Sellers 1 and 3 shall acquire the Consideration Shares, free of Encumbrances but subject to any restrictions under the its applicable Laws (including stock exchange rules) and any restrictions expressly agreed upon by the Parties hereunder; e) Seller 1 and Seller 3 must have been duly registered as stockholders portion of the Consideration Shares and the Consideration Shares as set forth in Section 6.1.4a) – in both cases (registered and, to the extent legally possible, unrestricted) - have been transferred free of charge to the share accounts of Seller 1 and Seller 3 in accordance with standard registration periods under United States securities laws and regulations but no later than 31 January 2025;Closing Cash Payment shall be granted.

Closing Actions. On The Parties acknowledge and agree that it is a requirement for the Scheduled sale and purchase of the EVC Shares to be completed that all the below actions to be carried out on the Closing Date pursuant to this Clause 3.2, and all documents to be executed or delivered hereunder, are effectively completed and executed or delivered simultaneously (en unidad de acto) on the date hereof: 3.2.1 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) the Seller, acknowledges satisfaction of the First Tranche Buy-out Amount provided that the First Tranche Buy-out Amount is paid up on the Closing Date, (iii) the Seller transfers ownership and deliver the EVC Shares to the Buyers and the Buyers, in turn, acquire and receive the EVC Shares; and (iv) the Company grants in favour of Entravision the First Demand Guarantee (as defined below) to guarantee payment of the Deferred Buy-out Amount (the “Public Deed”); 3.2.2 The Parties shall sign and deliver, or cause to be delivered, to the other Parties, as applicable, the following items: (i) original public deed titles of ownership with respect to the EVC Shares to record in said titles the transfer of the EVC Shares to the Buyer; (ii) powers of attorney sufficient for the execution of this Agreement and the termination of the Transaction Agreements; (iii) a certificate issued by the secretary with the approval of the chairman of the Company (with their signatures duly notarized), certifying with reference to the Company’s Registry Book of Shareholders (Libro Registro de Socios) (A) the ownership of the EVC Shares, (B) that the EVC Shares are free from any Liens, and (C) that all requirements for the transfer of the EVC Shares to the Buyers set forth by Law, the Company’s bylaws and any relevant agreement have been duly complied with; (iv) the transfer of the EVC Shares shall be recorded in the Company’s Registry Book of Shareholders; (v) a General Shareholders’ meeting in the Company shall be held with universal nature adopting, the following resolutions: (i) resignation of the current Board members of the Company, (ii) appointment of new management body; (vi) delivery by the Seller of resignation letters duly signed by the members of the Board of Directors and secretary of the Company; (vii) delivery by the Buyers of discharge letters for the benefit of the director(s) undertaking, in the absence of fraud or gross negligence, not to bring any direct action against them for any past action in their condition as director in relation to the management of the Company; and (viii) the Parties shall take, or if applicable, cause to be taken, concurrently (Zug um Zug) terminate the following actions (Transaction Documents and the “Closing Actions”), in each case if not already taken before in accordance with this Agreement: a) Unless this has been done before, Sellers shall deliver to Buyer copies cancellation of addenda to the service agreements with each managing director Option rights over the shares of the Company and the employment agreements with each of the Key Employees duly executed by the relevant parties in accordance with Sections 9.1 and 9.2; b) Buyer shall pay the Cash Consideration, including any applicable bank fees or charges, to Sellers’ Accounts with discharging effect towards the Sellers; c) Buyer shall deliver to Sellers 1 and 3 a Notice setting forth the amount of the Consideration Shares to be transferred to Sellers 1 and 3 as Equity Consideration and Sellers 1 and 3 shall acknowledge and confirm the amount of Consideration Shares recorded in the form Company’s Registry Book of a Notice; d) Buyer shall assign to Sellers 1 and 3 and Sellers 1 and 3 shall acquire the Consideration Shares, free of Encumbrances but subject to any restrictions under the applicable Laws (including stock exchange rules) and any restrictions expressly agreed upon by the Parties hereunder; e) Seller 1 and Seller 3 must have been duly registered as stockholders of the Consideration Shares and the Consideration Shares as set forth in Section 6.1.4a) – in both cases (registered and, to the extent legally possible, unrestricted) - have been transferred free of charge to the share accounts of Seller 1 and Seller 3 in accordance with standard registration periods under United States securities laws and regulations but no later than 31 January 2025;Shareholders.

Closing Actions. On The Parties acknowledge and agree that it is a requirement for the Scheduled sale and purchase of the Sale Shares to be completed that all the below actions to be carried out on the Closing DateDate pursuant to this Section 3.2, and all documents to be executed or delivered hereunder, are effectively completed and executed or delivered simultaneously (en unidad de acto) on the date hereof: (a) 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) the Sellers acknowledge reception at their entire satisfaction of the Purchase Price, and (iii) the Sellers transfer ownership and deliver the Sale Shares to the Buyer and the Buyer, in turn, acquires and received the Sale Shares (the “Public Deed”); (b) The Parties shall takegrant before the Notary a public deed (escritura cero) regulating among other things the effectiveness of the Transaction based on receipt of the funds as set out in the Funds Flow Statement. (c) The Sellers shall sign and deliver, or if applicable, cause to be takendelivered, concurrently to the Buyer the following items: (Zug um Zugi) original public deed titles of ownership of each Seller with respect to the Sale Shares owned by each Seller for the Notary to record in said titles the transfer of the Sale Shares to the Buyer; (ii) powers of attorney sufficient for the execution of this Agreement and any other Ancillary Agreement; (iii) a certificate of one of the Joint and Several Directors of the Company (with his signature duly notarized), in form and substance reasonably satisfactory to the Buyer and for its inclusion in the Public Deed, certifying with reference to the Company’s Registry Book of Shareholders (Libro Registro de Socios) (A) the following actions ownership of the Sale Shares, (B) that the Sale Shares are free from any Liens, and (C) that all requirements for the transfer of the Sale Shares to the Buyer set forth by Law, the Company’s bylaws and any relevant agreement have been duly complied with; (iv) a certificate signed by one of the Joint and Several Directors of the Company in connection with the resolutions of the general shareholders meeting of the Company held by the Sellers prior to the execution of this Agreement whereby, among other matters, the Sellers and the Company renounced and waived any preemption rights in relation to the transfer of the Sale Shares to which they might be entitled by virtue of Law, the Company’s bylaws or the Existing Shareholders Agreement; (v) adequate evidence of the termination of the Existing Shareholders Agreement signed by each of the Sellers; (vi) the transfer of the Sale Shares shall be recorded in the Company’s Registry Book of Shareholders; and (vii) an executed copy of the Trademark License Agreement. (d) The Buyer shall deliver, or cause to be delivered, to each of the Sellers the Purchase Price (in accordance with Section 2.2.(a)), and, upon receipt thereof, each Seller shall give acknowledgement of receipt of the Purchase Price (carta de pago) in the Public Deed, to the satisfaction of the Buyer. (e) The Sellers Representative shall deliver to the Buyer, who shall countersign, a duly executed funds flow statement, which shall set forth the payment of the Purchase Price at Closing in accordance with the provisions of Section 2.2 and the settlements in accordance with Section 2.3 hereof (the “Closing ActionsFunds Flow Statement”). (f) The Sellers and the Buyer shall execute the Put and Call Agreement and shall grant before the Notary a public deed pursuant to which the Put and Call Agreement is notarized (elevación a público). The Put and Call rights over the Sellers’ Shares shall be recorded in the Company’s Registry Book of Shareholders (g) The Sellers, the Buyer and the Company shall execute the Shareholders Agreement and shall grant before the Notary a public deed pursuant to which the Shareholders Agreement is notarized (elevación a público). (i) Each Non-Compete Party (other than Entravision Communications Corporation), on the one hand, and the Buyer, on the other hand, shall execute a non-competition agreement in the form mutually agreed to by the applicable parties, and (ii)Entravision Communications Corporation, on the one hand, and the Company, on the other hand, shall execute a non-competition agreement in the form mutually agreed to by the applicable parties (collectively, the “Non-Competition Agreements”). (i) The Sellers shall ensure a true, correct and complete copy of the Virtual Data Room and all documentation contained therein as of October 9, 2020 is delivered to Buyer at Closing. (j) The Sellers shall deliver written resignations of ▇▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Delgado and ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ Prat ▇▇▇▇▇▇ (the “Outgoing Directors”), in each case if and any other director of any of the Group Companies who are not already taken before in accordance with this Agreement: a) Unless this has been done beforeto remain as director of the Group Companies, Sellers shall deliver effective as of the date thereof, pursuant to Buyer copies of addenda to the service agreements with each managing director which said Persons resign from their position as Joint and Several Directors of the Company and declare that they have no right to claim and/or indemnity vis-à-vis the employment agreements with each Company as a result of having been directors thereof. (k) The Sellers and the Buyer, as shareholders of the Key Employees duly executed Company, shall hold a Universal Shareholders Meeting of the Company approving, among others (i) the acceptance of the resignation of the Outgoing Directors, (ii) a resolution whereby the management and representation structure of the Company is changed to be entrusted to a Board of Directors formed by five (5) members, and (iii) the appointment of two directors designated by the relevant parties in accordance with Sections 9.1 Sellers and 9.2;three directors designated by the Buyer. b(l) The Sellers and the Buyer shall pay cause the Cash ConsiderationCompany to hold a Board of Directors’ Meeting, including any applicable bank fees or chargesapproving, to Sellers’ Accounts with discharging effect towards among others, (i) the Sellers;appointment of Chairman and of the Secretary of the Board; and (ii) the revocation and granting of powers of attorney. c(m) The Sellers and the Buyer shall deliver cause the Company to Sellers 1 and 3 a Notice setting forth grant before the amount of Notary certain public deeds pursuant to which the Consideration Shares to be transferred to Sellers 1 and 3 as Equity Consideration and Sellers 1 and 3 shall acknowledge and confirm Company notarizes the amount of Consideration Shares in the form of a Notice; d) Buyer shall assign to Sellers 1 and 3 and Sellers 1 and 3 shall acquire the Consideration Shares, free of Encumbrances but subject to any restrictions under the applicable Laws (including stock exchange rules) and any restrictions expressly agreed upon resolutions approved by the Parties hereunder; e) Seller 1 and Seller 3 must have been duly registered as stockholders of the Consideration Shares Universal Shareholders Meeting and the Consideration Shares as set forth in Section 6.1.4a) – in both cases (registered and, to the extent legally possible, unrestricted) - have been transferred free Board of charge to the share accounts of Seller 1 and Seller 3 in accordance with standard registration periods under United States securities laws and regulations but no later than 31 January 2025;Directors.

Closing Actions. On At Closing, (a) the Scheduled Closing DatePurchaser and Seller shall execute, substantially in the form shown in Schedule 3.6, the Parties shall takeTransfer Agreement and such other deeds, certificates, instruments necessary to convey, assign or if applicable, cause to be taken, concurrently (Zug um Zug) transfer the following actions (Assets and the “Closing Actions”), in each case if not already taken before Assumed Liabilities in accordance with this Agreement:applicable Legal Requirements; a(b) Unless this has been done before, Sellers the Purchaser shall pay to the Seller by irrevocable wire transfer the Provisional Purchase Price set forth in Article 3.3; (c) the Seller shall have caused the members of the management boards of ABEX Rail S.A. (“conseil d’administration”) and of Rütgers Rail GmbH (“Geschäftsführung”) as nominated by Purchaser five Business Days before Closing to resign and Seller shall cause the minority shareholders of Abex Rail S.A. to transfer the shares held by them to the persons notified by Purchaser in writing five Business Days prior to Closing to Seller; (d) the Seller shall hold on Purchaser’s timely request a shareholders’ meeting at ABEX Rail S.A. in order to change the company name. (e) the Seller shall hold a shareholders’ meeting at Rütgers Rail GmbH in order to change the company name in such a way that it shall no longer contain the word “Rütgers”. (f) the Seller shall deliver a certificate that (i) Seller’s representations and warranties in this Agreement shall have been accurate in all material respects as of the time of the Closing as if then made, (ii) the covenants and obligations that the Seller is required to Buyer copies of addenda perform or to comply with pursuant to this Agreement at or prior to the service agreements with each managing director of the Company and the employment agreements with each of the Key Employees duly executed by the relevant parties in accordance with Sections 9.1 and 9.2; b) Buyer Closing, shall pay the Cash Consideration, including any applicable bank fees or charges, to Sellers’ Accounts with discharging effect towards the Sellers; c) Buyer shall deliver to Sellers 1 and 3 a Notice setting forth the amount of the Consideration Shares to be transferred to Sellers 1 and 3 as Equity Consideration and Sellers 1 and 3 shall acknowledge and confirm the amount of Consideration Shares in the form of a Notice; d) Buyer shall assign to Sellers 1 and 3 and Sellers 1 and 3 shall acquire the Consideration Shares, free of Encumbrances but subject to any restrictions under the applicable Laws (including stock exchange rules) and any restrictions expressly agreed upon by the Parties hereunder; e) Seller 1 and Seller 3 must have been duly registered as stockholders performed and complied with in all material respects, and (iii) each consent required under Section 5.5 remained in effect and has not been withdrawn or otherwise terminated since date of the Consideration Shares and the Consideration Shares as set forth in Section 6.1.4a) – in both cases (registered and, to the extent legally possible, unrestricted) - have been transferred free of charge to the share accounts of Seller 1 and Seller 3 in accordance with standard registration periods under United States securities laws and regulations but no later than 31 January 2025;Pre-Closing.