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 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 (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 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 6.2.1 On the Closing Date, the Parties shall perform simultaneously (Zug um Zug) take the following actions (the “Closing Actions”): (ia) the Seller Sellers shall confirm (through the outstanding amountSellers’ Representative) deliver to the Purchaser duly executed resignation letters, including any interest accrued, under the Additional Funding, if any, that must be repaid effective on or before the Closing Date in order to fully repay Date, of those directors and terminate the shareholder loan in respect board members of the Additional Funding (the “Outstanding Amount”Group Companies who act as representatives of Sellers 1 to 8 or any of their Affiliates and who are listed in Exhibit 6.2.1(a); (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 Sellers shall deliver hold and, as the case may be, shall procure that the relevant member(s) of the Group hold, a shareholders’ meeting and vote for a shareholders’ resolution granting discharge (Entlastung) to each of the directors and board members of the Group Companies mentioned in Exhibit 6.2.1(a) above for the fiscal year 2015 and for the time period from 1 January 2016 through 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 13.2.4date their resignations become effective; (iiic) 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 Sellers shall deliver to the Purchaser a duly signed letter pursuant to which executed copy 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 acceptanceRelease Agreement; (xd) to the extent necessary, Purchaser shall pay the Parties shall sign an assignment agreement pursuant to which Total Facilities Repayment Amount into 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 Total Facilities Repayment Account in Schedule 7.2.1(x)accordance with clause 4.2.5; (xie) the Parties Purchaser 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 pay to the licensing of Indigo Sellers the “Bocimar”, “Bochem” and “Delphis” (word and/or device) signs, substantially on the terms as included Holdback Payment Amount in Schedule 7.2.1(xi)accordance with clause 3.5.3; (xiif) the Purchaser shall pay to PlusServer GmbH the H Loan Note PlusServer Amount in accordance with clause 3.5.4; (g) the Purchaser shall pay to the extent Sellers the Share Purchase Price together with any Windcat Domain Names are registered Increase Amount in name of an entity accordance with clause 3.5.2; (h) the Purchaser shall pay to the Ordinary Loan Note Holders the Ordinary Loan Note Purchase Price in accordance with clause 3.5.2; (i) the Purchaser shall pay to the Cinven Sellers the H Loan Note Interest in accordance with clause 3.5.2; (j) following receipt of the CMB Group other than a Group CompanyTotal Facilities Repayment Amount, the Seller Sellers shall deliver evidence confirm receipt of the transfer of such domain name Total Facilities Repayment Amount by the Facility Agent in writing to a Group Company; andthe Purchaser; (xiiik) following receipt of the Holdback Payment Amount, the Sellers shall confirm receipt ot the Holdback Payment Amount by the Indigo Sellers in writing to the Purchaser; (l) following receipt of the H Loan Note PlusServer Amount, the Sellers shall procure that PlusServer GmbH confirm such receipt in writing to the Purchaser and the Sellers; (m) following (i) receipt of the Share Purchase Price, (ii) receipt of the Ordinary Loan Note Purchase Price and (iii) receipt of the H Loan Note Interest, the Sellers’ Representative (on behalf of the Sellers and the Loan Note Holders) shall confirm such receipts in writing to the Purchaser; (n) each Seller shall deliver to the Purchaser evidence (i) duly executed share transfer forms in respect of its HEG-Shares and (ii) the share certificates relating to its HEG-Shares in respect of which certificates were issued or are required by law to be issued in accordance with clause 2.3; (o) each Loan Note Holder shall deliver to the purchaser duly executed loan note transfer forms regarding the transfer of the satisfaction of its pre-Closing Covenants set forth Loan Notes from the Loan Note Holders to the Purchaser in Clause 6.6.accordance with clause 2.3; and 7.2.2 The effectiveness of each of (p) the Closing Actions is conditional upon Sellers (represented by the Sellers’ Representative) and the Purchaser shall execute a closing protocol confirming the fulfilment of all of the other Closing Actions. 7.2.3 The Purchaser Conditions and the due performance or waiver, as the case may at any time waive any be, of the Closing Actions required pursuant to clauses 6.2.1(a) through (o) above substantially in the form set out in Exhibit 6.2.1(p). 6.2.2 All Closing Actions may be done by the Sellerwaived, and the Seller may in full or in part, at any time waive any by written agreement of the Closing Actions required to be done by Sellers’ Representative (on behalf of the Sellers and the Loan Note Holders) and 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, subject to the terms and conditions herein, the Parties shall perform and/or shall cause their Affiliates to perform the following actions (the “Closing Actions”):actions: (i) the Buyer transfers, and the Seller shall confirm receives, the outstanding amount, including any interest accrued, under the Additional Funding, if any, that must be repaid on the Closing Date Purchase Price in order to fully repay and terminate the shareholder loan in respect of the Additional Funding (the “Outstanding Amount”)accordance with Section 2.3.1; (ii) if the W&I Insurance has been entered into by Parties executes the Closing Dateamendment to the articles of association of the Company, (a) transferring the Quotas from the Seller shall deliver to the Purchaser a copy Buyer, accepting the resignation of the Bring-Down Certificatecurrent officers of the Company appointed by Seller, approving the election of the new officers of the Company and approving the new wording of the Company’s articles of association (b) the Purchaser shall deliver “Amendment 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 13.2.4AoA”); (iii) the Purchaser shall pay Parties execute 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 PurchaserEscrow Agreement; (iv) the Purchaser shall pay Company, VDBN, Seller and Ferragens Negrão execute the Outstanding Amount, if any, to the Seller by transferring the amount notified to it pursuant to Clause 7.2.1 transition services agreement (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“Transition Services Agreement”); (v) following receipt of the Purchase Price, Company and Ferragens Negrão execute the Seller shall deliver to the Purchaser a written statement confirming receipt of the Purchase Pricesupply agreement ("Supply Agreement”); (vi) following receipt the Seller delivers to the Buyer a copy of a quotaholder’s resolution of the Outstanding Amount under Company, duly registered with the Additional Fundingapplicable commercial registry approving the management accounts, if any, financial statements and the Seller shall deliver allocation of the results of the five (5) fiscal years prior to the Purchaser a written statement confirming receipt thereof and confirming the repayment and termination of the underlying shareholder loanClosing Date; (vii) the Seller shall deliver evidence delivers to the Purchaser that Buyer evidence of the pledge on transfer of the Shares pursuant domain name <▇▇▇▇.▇▇▇.▇▇> 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 releasedCompany; (viii) the Purchaser and Seller delivers to the Seller shall record and sign the transfer Buyer evidence of the Shares by the Seller to the Purchaser in the share register revocation of the Companypowers of attorney listed in Exhibit 4.10, except for the powers of attorney listed in items 2, 3 and 7; (ix) the Seller shall deliver delivers to the Purchaser a duly signed letter pursuant Buyer the power of attorney granted by the Company to which the Seller grants Euronav a priority right for certain commercial opportunities, substantially on individuals indicated by the terms as included in Schedule 7.2.1(ix), and Euronav shall countersign such letter for acceptanceBuyer; (x) the Seller delivers to the extent necessary, Buyer the Parties shall sign an assignment agreement pursuant insurance policy related 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)Seller’s indemnification obligation; (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 delivers to the licensing of Buyer the “Bocimar”, “Bochem” and “Delphis” (word and/or device) signs, substantially on Seller’s corporate approval approving the terms as included in Schedule 7.2.1(xi)Transaction; (xii) the Seller delivers 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 Buyer evidence of the transfer of such domain name dismissal and all severance payment foreseen by ▇▇▇ to a Group the Company’s officer, ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇; and (xiii) the Seller shall deliver Sellers delivers to the Purchaser evidence Buyer the Company’s bank extracts of one or more bank accounts in the name of the satisfaction of its pre-Closing Covenants set forth in Clause 6.6Company, indicating an aggregate balance not less than one million Brazilian Reais (R$ 1,000,000.00). 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 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.

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 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 (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 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 On 6.3.1 At least two Business Days before the Closing Date, the Parties shall perform the following actions (the “Closing Actions”):: (i) the Seller shall confirm Purchaser will open in its name a cash and securities trading account with the outstanding amount, including any interest accrued, under Investment Services Provider; and (ii) the Additional Funding, if any, that must be repaid on Purchaser will notify to the Closing Date Sellers the relevant details with respect to such cash and securities trading account opened in order to fully repay and terminate its name in the shareholder loan in respect books of the Additional Funding Investment Services Provider; (iii) each Seller will open in its name a cash and securities trading account with the “Outstanding Amount”)Investment Services Provider; and (iv) each Seller will notify to the Purchaser the relevant details with respect to such cash and securities trading account opened in its name in the books of the Investment Services Provider. 6.3.2 At the Closing, the following will occur: (i) the Purchaser will, and Parent will cause Purchaser to, (A) deposit into its account opened with the Investment Services Provider an amount equal to the cash portion of the Purchase Price as well as the Parent Preferred Stock to be delivered to the Sellers as set forth at Schedule 3.1 and (B) deliver to the Investment Services Provider an off-market purchase order for the acquisition from each Seller of all the Sellers’ Shares to be transferred by him, her or it hereunder at the Purchase Price to be paid to such Seller hereunder; (ii) if the W&I Insurance has been entered into by the Closing Date, (a) the each Seller shall will deliver to the Purchaser a copy of Investment Services Provider an off-market sale order for 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 Sellers’ Shares to be transferred by him, her or it hereunder at the Purchase Price; (viiii) following the receipt of the Outstanding Amount under the Additional Funding, if anyforegoing off-market sale and purchase orders, the Seller shall Investment Services Provider will: (A) deliver the Sellers’ Shares to the Purchaser, (B) deliver to the Purchaser a written statement confirming receipt thereof account of each Seller the number of shares of Parent Preferred Stock as set forth at Schedule 3.1, and confirming the repayment and termination of the underlying shareholder loan; (viiC) 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 account of each Seller the cash portion of 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) Price to the extent necessary, the Parties shall sign an assignment agreement pursuant to which the Seller shall assign, to ▇▇▇.▇▇▇▇, the “▇▇▇.▇▇▇▇” sign Sellers’ Accounts as well as any related trademarks, trade names, domain names, copyrights and similar Intellectual Property Rights, substantially on the terms as included in set forth at 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 Company3.1; and (xiiiiv) the Seller shall deliver to Shareholders Agreement entered into simultaneously herewith will become fully operative and binding upon the Purchaser evidence of Sellers and Parent in accordance with the satisfaction of its pre-Closing Covenants set forth in Clause 6.6. 7.2.2 terms thereof. The effectiveness of each of the above mentioned Closing Actions obligations is conditional conditioned upon the fulfilment fulfillment of all each of the other Closing Actions. 7.2.3 The Purchaser may at any time waive any obligations. All matters of the Closing Actions will be considered to take place simultaneously, and no matter or action required to be done by the Seller, and the Seller may completed at any time waive any of or in connection with the Closing Actions will be deemed complete until all transactions and deliveries of documents required by this Agreement to be done by completed at or in connection with the PurchaserClosing are completed. 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 Closing, (a) Parent shall perform the following actions (the “Closing Actions”):pay or cause to be paid: (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 each holder of a Share converted into the right to receive the Common Stock Merger Consideration pursuant to Section 2.4(a) in accordance with the Distribution Schedule delivered pursuant to Section 3.2(b)(ii), by wire transfer of immediately available funds to such bank account(s) designated in writing by such Stockholder in its Letter of Transmittal, such Stockholder’s Common Stock Merger Consideration (less the bank account applicable portion of the Stockholders’ Representative Expense Amount and the Escrow Amount) payable at the Closing in respect of such Seller as notified by it Stockholder’s Shares (other than such Stockholder’s Dissenting Shares) in the amount set forth in such Distribution Schedule (based on the Estimated Purchase Price set forth in the Estimated Closing Statement); provided that, in each case, such Stockholder submits a letter of transmittal to the PurchaserCompany in the form attached hereto as Exhibit E (a letter of transmittal in such form, a “Letter of Transmittal”), together with Stock Certificate(s) required by this Agreement (which Stock Certificate(s) shall be deemed delivered with respect to any Stock Certificate held or otherwise recorded in any digital stockholder management system) at least three (3) Business Days prior to the Closing Date; provided further, that a Stockholder may submit its Letter of Transmittal to the Surviving Corporation following the Closing Date and Parent shall make (or cause to be made) the payment described in this Section 3.3(a)(i) as promptly as practicable thereafter (and in no event later than five (5) Business Days after receipt thereof); (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 (iii) to the Seller Company, by means of a wire transfer of immediately available funds to such bank account(s) designated in writing by the Company no less than two (2) Business Days prior to the Closing, for the benefit of the Eligible Option Holders, the aggregate Option Merger Consideration (less the applicable portion of the Stockholders’ Representative Expense Amount and the Escrow Amount attributable to the Option Merger Consideration, in each case, as set forth in the Distribution Schedule) payable at the Closing to all Eligible Option Holders in the amount set forth in the Distribution Schedule (based on the Estimated Purchase Price set forth in the Estimated Closing Statement). The Company shall pay or cause to be paid to each Eligible Option Holder no later than the Company’s next scheduled date of payroll following the Closing the Option Merger Consideration to which such holder is entitled pursuant to Section 2.6 and in accordance with the Distribution Schedule with respect thereto, such payments to be made net of any applicable withholding Tax; provided, that, in each case, such Eligible Option Holder executes and delivers an Option Cancellation and Release Agreement to the Company prior to the Closing Date; provided, further, that an Eligible Option Holder may execute and deliver an Option Cancellation and Release Agreement to the Surviving Corporation within five (5) days following the Closing Date, and the Company shall make (or cause to be made) the payment described in this Section 3.3(a)(ii) as promptly as practicable thereafter (and in no event later than the Company’s next scheduled payroll date following the receipt of such agreement by the Eligible Option Holder). (iii) to the Escrow Agent, by wire transfer of immediately available funds to such bank account designated in writing by the Escrow Agent, for deposit in an escrow account (the “Escrow Account”), the Escrow Amount, to be held in the Escrow Account and distributed by the Escrow Agent in accordance with the terms of the Seller as notified by it Escrow Agreement and this Agreement; (iv) to the PurchaserStockholders’ Representative, by wire transfer of immediately available funds to a bank account(s) designated in writing by the Stockholders’ Representative prior to the Closing (such account, the “Stockholders’ Representative Expense Account”), the Stockholders’ Representative Expense Amount to be used as a fund to pay costs, fees and expenses incurred by the Stockholders’ Representative in its capacity as such on or after the Closing Date and which shall be paid or distributed at the direction of the Stockholders’ Representative in accordance with Section 3.4(h); (v) following receipt (A) the Indebtedness Payoff Amount, on behalf of the Purchase Price, the Seller shall deliver Company to the Purchaser a written statement confirming receipt lenders thereof in accordance with the Payoff Letters for the Specified Funded Indebtedness, and (B) the portion of the Purchase Price;Contingent Payment Amount, if any, as indicated in the Estimated Closing Statement, which is owing based on the Common Stock Merger Consideration paid at the Closing, and the Option Merger Consideration paid at the Closing, as indicated on the Estimated Closing Statement to the bank account(s) designated in writing by the Company prior to the Closing on behalf of the Persons entitled to receive such portion of the Contingent Payment; and (vi) following receipt the applicable portion of the Outstanding Amount under Estimated Transaction Expenses (other than the Additional Funding▇▇▇▇▇▇▇▇ Set Aside Amount), if anyby wire transfer of immediately available funds, the Seller shall deliver to the Purchaser a written statement confirming receipt thereof and confirming the repayment and termination each of the underlying shareholder loan; payees thereof (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 behalf of the Company; ) in accordance with the Payoff Letters or Invoices delivered by the Company (ixand the wiring instructions set forth therein) the Seller shall deliver no less than three (3) Business Days prior to the Purchaser a duly signed letter pursuant to which the Seller grants Euronav a priority right for certain commercial opportunitiesClosing; provided, substantially on the terms as included in Schedule 7.2.1(ix)however, and Euronav shall countersign such letter for acceptance; (x) that to the extent necessarythat any unpaid Estimated Transaction Expenses are compensatory, then Parent shall pay or cause to be paid such amounts to the Parties Company or the appropriate Company Subsidiary, as specified by the Company in writing no later than two (2) Business Days prior to the Closing Date, for further distribution through the appropriate payroll system, subject to applicable payroll and withholding taxes, to the designated service provider recipients, and (B) no amount in respect of the ▇▇▇▇▇▇▇▇ Bonus Letter shall sign an assignment agreement pursuant to which be paid at the Seller shall assign, Closing to ▇▇▇.▇▇ ▇. ▇▇▇▇▇▇▇▇, and the “▇▇▇.▇▇▇▇” sign as well as any related trademarks, trade names, domain names, copyrights ▇▇▇▇ Set Aside Amount shall be paid and similar Intellectual Property Rights, substantially on the terms as included distributed in Schedule 7.2.1(x);accordance with Section 3.5. (xib) Parent, the Parties shall sign, Stockholders’ Representative and the Seller Escrow Agent shall cause any other relevant entity of execute and deliver 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);Escrow Agreement. (xiic) 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 The Stockholders’ Representative shall deliver to Parent each Option Cancellation and Release Agreement that has been duly executed by the Purchaser evidence Company and each Option Holder prior to the Closing. (d) The Company shall deliver to Parent the Payoff Letters in respect 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 Indebtedness Payoff Amount, duly executed by the Seller, and the Seller may at any time waive any holders of the Closing Actions required to be done by the Purchasersuch Specified Funded Indebtedness. 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 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 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 the Closing Date, the Parties shall perform the 6.2.1. The following actions (shall take place at the “Closing Actions”): (i) registered office of the Seller shall confirm the outstanding amount, including any interest accrued, under the Additional Funding, if any, that must be repaid Company on the Closing Date in order to fully repay and terminate the shareholder loan in respect of the Additional Funding (the “Outstanding Amount”);following order: (ii) if the W&I Insurance has been entered into by the Closing Date, (a) Each of the Seller Sellers shall deliver have delivered the Final Tax Certificate to the Purchaser a copy Representatives with respect to the sale 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 Sale Shares held 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 Representatives. (b) The Purchaser shall, and each Original Purchasers shall procure that the Purchaser shall remit their Net Purchase Amount 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 manner as included set out in Schedule 7.2.1(ix)I, and Euronav shall countersign such letter by wire transfer or electronic fund transfer (i) for acceptance; (x) to the extent necessary, the Parties shall sign an assignment agreement pursuant to which the Seller shall assign, to ▇▇ ▇▇▇.▇▇▇▇, in the “accounts designated by the respective ▇▇▇.▇ ▇▇▇▇” 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 Representatives; and (ii) for the Sellers (except the ▇▇ ▇▇▇▇▇▇▇), in the account notified in accordance with Clause 3.6 above. (c) Subject to the escrow arrangement in Schedule 5, the Sellers shall (i) deliver to its depository participant, the delivery instructions duly signed by it authorizing the depository participant to give credit of the satisfaction of its pre-Closing Covenants set forth in Clause 6.6. 7.2.2 The effectiveness of each Sale Shares to the dematerialized account of the Closing Actions is conditional upon Purchaser, details of which shall be provided by the fulfilment of all Purchaser to Sellers; and (ii) deliver a copy of the other Closing Actions. 7.2.3 The Purchaser may at any time waive any aforesaid irrevocable delivery instruction slip along with a confirmation from the respective Sellers’ depository participant that the Sale Shares have been credited to the dematerialized account 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 (d) The Company shall convene and hold a Party fails to fulfil any meeting of its Closing ActionsBoard, then at which meeting the directors shall pass a resolution to record the transfer of the Sale Shares in the name of the Purchaser upon receipt of the duly executed receipt from the depository of the Purchaser acknowledging the transfer of the Sale Shares and the Company shall take such other actions as may be required under its Charter Documents or by Applicable Law, in respect of the performance of the various obligations under this Agreement; and deliver certified copies of such resolutions to the Purchaser Representatives. 6.2.2. The Parties agree that each of the actions provided for in Clause 6.2.1 (if the Seller fails to fulfil any of its Closing Actions) above shall take place on the Closing Date simultaneously with the transactions set out in clause 6.2 of the Restated Long Form SPA and none of the above mentioned transactions shall be consummated unless all such transactions have been complete or complied with. The Parties shall take all measures and do all acts, deeds, matters and things as may be required to ensure that all the Seller events contemplated under Clause 6.2.1 (if the Purchaser fails to fulfil any of its Closing Actions) may: (i) proceed to are initiated and completed on the 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 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 12.1 At the Scheduled Closing Date, subject to all of the Closing DateConditions having occurred or been waived in accordance with this Agreement, the Parties shall perform take the following actions (the “"Closing Actions”") in the following order and which shall be deemed to have been taken simultaneously (Zug um Zug): 12.1.1 the Sellers shall provide (i) resignation letters from the Seller shall confirm Resigning Individuals set out in agreed form in Exhibit 12.1.1, effective as of the outstanding amount, including any interest accrued, under the Additional Funding, if any, that must be repaid on end of the Closing Date Date, as well as (ii) a waiver by the Resigning Individuals waiving all claims and liabilities against the Target Group Companies except for any claims and entitlements to unpaid advisory board fees and reimbursement of travel and accommodation expenses accrued or incurred until Closing. 12.1.2 Sellers shall deliver to the Purchasers a duly signed certificate set out in order to fully repay and terminate the shareholder loan agreed form in Exhibit 12.1.2(a) in respect of the Additional Funding Closing Conditions pursuant to Sections 11.3, 11.4, 11.6 and 11.7 and the Purchasers shall deliver to the Sellers a duly signed certificate set out in agreed form in Exhibit 12.1.2(b) in respect of the Closing Condition pursuant to Section 11.7. 12.1.3 Subsequently and simultaneously (Zug um Zug) (a) the “Outstanding Amount”Purchasers or an Affiliate of the Purchasers shall pay, in either case on behalf and on account of the respective debtor as a payment in the meaning of § 267 sec. 1 of the German Civil Code (BGB) (§ 267 sec. ▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇), to the Financing Banks the Full Repayment Amount by wire transfer to the bank account(s) specified by the Financing Banks and the Purchasers shall provide to the Sellers written confirmation of that payment to the Financing Banks (or the relevant agent on their behalf); (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 Sellers shall deliver to provide the Seller evidence Purchasers with a confirmation of receipt of the fact that Full Repayment Amount by the W&I Insurance includes an express waiver from Financing Banks or the W&I Insurer Facility Agent on behalf of any rights of subrogation as set forth in Clause 13.2.4the Financing Banks; (iiic) the Purchaser Purchasers shall pay an amount to the Sellers’ Account(s) which is equal to the amount of the Aggregate Purchase Price payable 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 PurchaserSellers; (ivd) the Purchaser Sellers shall pay provide 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 Purchasers with a confirmation 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 Aggregate Purchase Price; (vie) following receipt the Sellers shall deliver a certificate confirming that as of the Outstanding Amount under the Additional Funding, if any, the Seller shall deliver Closing Date they are not aware of any third party claiming to the Purchaser a written statement confirming receipt thereof and confirming the repayment and termination own any of the underlying shareholder loanSale Shares; (viif) the Seller Sellers and Purchaser 2 shall deliver evidence execute any and all other instruments necessary under applicable law to transfer the Shareholder Loan Receivables to 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 released2; (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); (xig) the Parties shall signjointly instruct the acting notary, and in the Seller shall cause any other relevant entity form as Exhibit 12.1.3(g), to file an updated shareholder’s list of the CMB Group (Company 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 Companyrelevant commercial register; and (xiiih) the Seller Sellers shall deliver grant Purchaser 1 a notarial certified power of attorney, substantially in the form of Exhibit 12.1.3(h), pursuant to the which Purchaser evidence 1 is entitled to hold shareholder meetings and adopt shareholder resolutions of the satisfaction Target Company, it being understood that such power of its pre-Closing Covenants set forth in Clause 6.6attorney ends automatically upon Purchaser 1 being considered as the shareholder of the Target Company pursuant to § 16 sec. 1, sent. 1 of the German Act on limited liability companies (GmbHG). 7.2.2 The effectiveness of each of the 12.1.4 Finally, after all 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) have been duly satisfied 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 waived in accordance with Clause 15Section 12.1 as the case may be, in the Sellers and the Purchasers shall sign the "Closing Confirmation", a draft of 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 Actionsattached hereto as Exhibit 12.1.

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 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”):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 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.