Common use of Closing Actions Clause in Contracts

Closing Actions. On the Closing Date, the Seller and the Purchaser shall 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 of the duly executed Shareholder Loan Termination Agreement; (j) delivery by the 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); (n) execution of the Seller’s Group Payables Assumption Agreement between the Seller, certain Seller’s Group Companies and the Purchaser; (o) execution of the German Share Transfer Agreement and the Belgian Share Transfer Agreement between the Seller and the Purchaser; and (p) execution of the transfer agreement (Vertragsübernahme) regarding the PLTA Shareholder Loan between the Seller and the Purchaser.

Closing Actions. 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 meet at the offices of ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP in Frankfurt am Main / Germany, or on such other location as agreed upon between Seller and the Purchaser shall simultaneously (Zug um Zug)Purchasers, take where the following actions (the “Closing Actions” which in their entirety shall constitute the “Closing”), provided that ; the Party owing date on which all Closing Actions have been performed the performance of a “Closing Action may elect to perform such Closing Action prior to the Closing Date Date”) shall be performed simultaneously (which election shall not affect the maturity of any other Closing ActionsZug um Zug): (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 Purchasers shall pay (a) to Seller or to the order of the Seller the Preliminary Purchase Price pursuant to Section 10.1 and (b) to Seller as payment receipt agent (Zahlungsempfangsstelle) for the sellers under the Foreign Inventories Sale and Transfer Contract the sum of all Reference Date Foreign Inventories Purchase Prices. (ii) In case the EPCOS Portugal Cash Pooling Balance is owed by EPCOS Portugal to Seller, Purchaser II shall pay the EPCOS 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 EPCOS Portugal Shares certificates duly endorsed in Purchaser II’s name and (b) a transfer notice addressed to EPCOS Portugal, requesting the registration of the duly transfer to Purchaser II on EPCOS Portugal’s share registration book, to be executed Shareholder Loan Termination Agreement;substantially in the form of Exhibit 11.6 (iii). (jiv) delivery by Seller and Purchaser II shall execute a transfer deed substantially in the form of Exhibit 11.6 (iv) required to provide for the transfer of all claims under the EPCOS Portugal Shareholder Loans to Purchaser II. (v) Seller of the duly executed agreement shall have delivered Exhibit 7.2 (iv) regarding the conversion of the Existing Profit Transfer Claim into the Existing PLTA Shareholder Loan;Assumed New German Contracts. (kvi) 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); (n) execution of shall execute and deliver to Purchasers the Seller’s Group Payables Assumption Agreement between the Seller, certain Seller’s Group Companies and the Purchaser;Bring Down Certificate. (ovii) execution Seller shall enter with German Purchaser into the Transitional IT Agreement. (viii) Seller and KEMET Electronics Corporation shall execute the Manufacturing Contract. (ix) Seller and Purchasers shall execute, or procure that their respective Affiliates execute, all Foreign Inventories Sale and Purchase Agreements and all Exclusive Foreign Contracts Sale, Transfer and Assumption Agreements. (x) Seller shall deliver the resignation letters executed by the members of the German Share Transfer Agreement and the Belgian Share Transfer Agreement between the board of directors of EPCOS Portugal as listed in Exhibit 12.1.8.2. (xi) Seller and EPCOS Portugal shall procure that the Purchaser; and (p) execution of Sublicense Agreement will be executed by the transfer agreement (Vertragsübernahme) regarding the PLTA Shareholder Loan between the Seller and the Purchaserdesignated parties thereto.

Closing Actions. On At the Closing Date, the Seller and the Purchaser shall 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):Closing, (a) payment the Purchaser is delivering the Purchase Price to the Seller by wire transfer to such account previously specified by the Purchaser of the Escrow Amounts into the Escrow AccountsSeller; (b) payment by the Purchaser of Seller is delivering 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 Convertible Note 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)Purchaser; (c) payment by the Purchaser of Seller and Cablevision are delivering to each other an amount equal to amended and restated License (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"Amended and Restated License"); (d) payment by the Purchaser of Seller and Cablevision are delivering to each other an amount equal 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 After Tax Transaction Bonus to ▇▇▇ ▇iPoint technology license agreement (the "iPoint License Agreement"); (f) the Seller, Cablevision and ▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇; (e) delivery by the Seller of duly executed shareholder resolutions dismissing ▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇ & ▇▇▇▇▇▇▇ LLP, as managing directors of Verwaltungs GmbH with full discharge for escrow agent are delivering to each other a proprietary information escrow agreement (the last fiscal year; (f"Escrow Agreement") delivery by and the Seller of is making the duly executed PLTA Termination Letter and of the duly executed PLTA Termination Resolutionsdeliveries required thereunder; (g) delivery by the Seller and Cablevision are delivering to each other an option agreement regarding certain of the duly executed Release Seller's technology (the "Option Agreement"); (h) delivery 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 the Seller Purchaser hereunder as part of the duly executed EMP Service Termination Agreement (as defined in Section 16.1 below)Collateral securing the Secured Obligations; (i) delivery by Presencia en Medios, S. A., Publicidad Virtual, S.A. de C.V. and the Seller of are delivering to each other an amendment to the duly executed Shareholder Loan Termination AgreementConsultant Services Agreement among then dated September 20, 2001; (j) delivery by the 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); (n) execution of the Seller’s Group Payables Assumption Agreement between the Seller, certain Seller’s Group Companies and the Purchaser; (o) execution of the German Share Transfer Agreement and the Belgian Share Transfer Agreement between the Seller and the Purchaser; and (p) execution of the transfer agreement (Vertragsübernahme) regarding the PLTA Shareholder Loan between the Seller and the Purchaser.

Closing Actions. On the Closing Date, the Seller and the Purchaser shall simultaneously (Zug um Zug), take the 6.2.1. The following actions (shall take place at the “Closing Actions”), provided that registered office of the Party owing the performance of a Closing Action may elect to perform such Closing Action prior to Company on the Closing Date (which election shall not affect in the maturity of any other Closing Actions):following order: (a) payment by Each of the Sellers shall have delivered the Final Tax Certificate to the Purchaser Representatives with respect to the sale of the Escrow Amounts into Sale Shares held by such Seller to the Escrow Accounts;Purchaser Representatives. (b) payment The Purchaser shall, and each Original Purchasers shall procure that the Purchaser shall remit their Net Purchase Amount in the manner as set out in Schedule I, by wire transfer or electronic fund transfer (i) for the ▇▇ ▇▇▇▇▇▇▇, in the accounts designated 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 ▇respective ▇▇ ▇▇▇▇▇▇▇ to the Purchaser Representatives; and ▇▇▇▇▇ ▇▇▇▇▇; (eii) delivery by for the Seller of duly executed shareholder resolutions dismissing ▇▇▇▇▇ ▇▇▇▇▇ and ▇Sellers (except the ▇▇ ▇▇▇▇▇▇▇ as managing directors of Verwaltungs GmbH ▇), in the account notified in accordance with full discharge for the last fiscal year;Clause 3.6 above. (fc) 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 Sale Shares to the dematerialized account of the Purchaser, details of which shall be provided by the Seller Purchaser to Sellers; and (ii) deliver a copy of the 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 Purchaser. (d) The Company shall convene and hold a meeting of its Board, at which meeting the directors shall pass a resolution to record the transfer of the Sale Shares in the name of the Purchaser upon receipt of the duly executed PLTA Termination Letter and receipt from the depository of the duly executed PLTA Termination Resolutions; (g) delivery by Purchaser acknowledging the Seller transfer of the duly executed Release Agreement; (h) delivery Sale Shares and the Company shall take such other actions as may be required under its Charter Documents or by the Seller Applicable Law, in respect of the duly executed EMP Service Termination Agreement (as defined in Section 16.1 below); (i) delivery by the Seller performance of the duly executed Shareholder Loan Termination various obligations under this Agreement;; and deliver certified copies of such resolutions to the Purchaser Representatives. (j) delivery by the Seller 6.2.2. The Parties agree that each of the duly executed agreement regarding actions provided for in Clause 6.2.1 (Closing Actions) above shall take place on the conversion Closing Date simultaneously with the transactions set out in clause 6.2 of the Existing Profit Transfer Claim into the Existing PLTA Shareholder Loan; (k) delivery by the Seller Restated Long Form SPA and none of the duly executed 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 events contemplated under Clause 6.2.1 (Closing EMP Contribution Agreement; (lActions) delivery by are initiated and completed on 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); (n) execution of the Seller’s Group Payables Assumption Agreement between the Seller, certain Seller’s Group Companies and the Purchaser; (o) execution of the German Share Transfer Agreement and the Belgian Share Transfer Agreement between the Seller and the Purchaser; and (p) execution of the transfer agreement (Vertragsübernahme) regarding the PLTA Shareholder Loan between the Seller and the PurchaserDate.

Closing Actions. 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, by wire transfer of immediately available funds to an account designated in such Letter of Transmittal, an amount in cash equal to the Seller Closing Cash Merger Consideration allocable to such Member as set forth on Exhibit G (as updated pursuant to Section 2.4(f)); (ii) to the Exchange Agent, an amount in cash equal to the difference, if any, between the Closing Cash Merger Consideration and the Purchaser shall simultaneously aggregate amount of the Closing Cash Merger Consideration distributed pursuant to Section 2.6(a)(i); (Zug um Zug)iii) to each Stockholder Member, take to the following actions accounts designated in writing by such Stockholder Member in its Letter of Transmittal delivered to Parent no later than three (the “Closing Actions”), provided that the Party owing the performance of a Closing Action may elect to perform such Closing Action 3) Business Days prior to the Closing Date Date, such Stockholder Member’s allocable portion of the Stock Merger Consideration as set forth on Exhibit G (which election shall not affect the maturity of any other Closing Actions):as updated pursuant to Section 2.4(f)); (aiv) payment 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 the Purchaser Escrow Agent and distributed by the Escrow Agent in accordance with the terms of the Escrow Amounts into Agreement and the applicable provisions of this Agreement; (v) by wire transfer of immediately available funds to the account or accounts designated in writing by each Person to whom any portion of the Credit Facility Payoff Amount is owed (such designation to be made at least two (2) Business Days prior to the Closing Date), an amount in cash equal to the portion of the Credit Facility Payoff Amount owing to such Person; (vi) by wire transfer of immediately available funds to the account or accounts designated in writing by each Person to whom any portion of the Company Expenses is owed (such designation to be made at least two (2) Business Days prior to the Closing Date), an amount in cash equal to the portion of the Company Expenses owing to such Person; (vii) to the Members’ Representative, by wire transfer of immediately available funds to the account or accounts designated in writing by the Members’ Representative (such designation to be made at least two (2) Business Days prior to the Closing Date), an amount in cash equal to the Members’ Representative Holdback; (viii) to the Members’ Representative and the Escrow Accounts;Agent, an executed copy of the Escrow Agreement; and (ix) to the Members’ Representative and the Exchange Agent, an executed copy of an agreement with the Exchange Agent in customary form and reasonably acceptable to Parent and the Company (the “Exchange Agent Agreement”). (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);The Members’ Representative shall deliver: (i) delivery by to Parent and the Seller Escrow Agent, an executed copy of the duly executed Shareholder Loan Termination Escrow Agreement; (j) delivery by the 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); (n) execution of the Seller’s Group Payables Assumption Agreement between the Seller, certain Seller’s Group Companies and the Purchaser; (o) execution of the German Share Transfer Agreement and the Belgian Share Transfer Agreement between the Seller and the Purchaser; and (pii) execution to Parent and the Exchange Agent, an executed copy of the transfer agreement (Vertragsübernahme) regarding the PLTA Shareholder Loan between the Seller and the PurchaserExchange Agent Agreement.

Closing Actions. On the Closing Date, the Seller and the Purchaser shall 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 Subject to the Closing Date (which election shall not affect the maturity terms of any other Closing Actions):this Agreement, (a) payment at the First Closing, (i) the Purchaser is delivering the First Closing Purchase Price in the amount of $1,500,000 to the Seller by wire transfer to such account previously specified by the Purchaser of the Escrow Amounts into the Escrow AccountsSeller; (bii) payment by the Purchaser Seller is delivering a Convertible Note in the face amount 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 First Closing Indebtedness Purchase Price 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 Purchaser; (iii) the Seller is delivering to each of all Initial Closing Seller Transaction Expenses, if any, set forth Presencia and PVI Holding a check in the Closing Statement amount of $25,000 payable to it in immediately available funds for the reimbursement of fees and expenses described in Section 19 hereof. (and in accordance with the payment instructions thereof provided to iv) the Purchaser by Seller with and PVI Holding are delivering to each other an intercreditor agreement (the Closing Statement"Intercreditor Agreement"); (cv) payment by the Purchaser of Seller and Cablevision are delivering to each other an amount equal amendment to the Initial Cash Purchase Price less Option Agreement by and between the Escrow Amounts less Seller and Cablevision dated as of June 25, 2002 (the amount of the After Tax Transaction Bonus into the Seller’s Account in accordance with Section 10 above"Option Agreement"); (dvi) payment by the Purchaser of Seller and Cablevision are delivering to each other an amount equal amendment to the After Tax Transaction Bonus to ▇▇▇ ▇Proprietary Information Escrow Agreement by and among the Seller, Cablevision and ▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, dated as of June 25, 2002 (the "Escrow Agreement"); (evii) delivery by the Seller and each of duly executed shareholder resolutions dismissing ▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ are delivering to each other employment and stock option agreements; (viii) the Seller is delivering to PVI Holding an amended and restated convertible promissory note against delivery by PVI Holding of the Convertible Promissory Note dated as of June 25, 2002 previously issued to PVI Holding by the Seller (the "Amended and Restated PVI Holding Note"); (ix) PVI Holding is delivering to the Seller its waiver and consent with respect to the 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 Section 6.2 of the Stock Purchase Agreement as such rights relate to the issuance of shares of common stock upon exercise of the warrant described in Section 2.4(d)(vi) that may be delivered in connection with the Fourth Closing; (x) the Seller is delivering to the Purchaser an opinion of the Seller's counsel in a form as agreed to by the parties; (xi) the Seller 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 other 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 required under the Option Agreement; and (xiv) following its receipt of the First Closing Purchase Price, the Seller is delivering to Presencia $150,000 to be applied to the principal amounts outstanding 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. (b) at the Second Closing: (i) 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 it is 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 Third Closing Purchase Price at the Third Closing; (iii) 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 managing directors a co-CEO of Verwaltungs GmbH with full discharge for the last fiscal year; Seller (f) delivery 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 duly 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 PLTA Termination Letter and on behalf of the duly executed PLTA Termination Resolutions;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 and the other Transaction Documents. (gd) at the Fourth Closing, subject to Presencia's delivery by the Seller of the duly executed Release Agreement; an Election Notice, which shall be in Presencia's sole discretion, and PVI Holding's approval of Presencia's designee(s) (hif any) delivery by the Seller of the duly executed EMP Service Termination Agreement (as defined in Section 16.1 below);designated therein, which approval will not be unreasonably withheld or delayed: (i) delivery to the extent it is 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 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 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 duly executed Shareholder Loan Termination Agreement; (j) delivery by Fourth Closing Date with the Seller same force and effect as if they had been made on and as 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); (n) execution of the Seller’s Group Payables Assumption Agreement between the Seller, certain Seller’s Group Companies and the Purchaser; (o) execution of the German Share Transfer Agreement and the Belgian Share Transfer Agreement between the Seller and the Purchasersaid date; and (pvii) execution if Presencia requests, the Seller will deliver to one or more of the transfer agreement Purchasers who are Presencia's designees (Vertragsübernahmeincluding, without limitation, directors, officers and direct or indirect shareholders of Presencia, other than ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ or ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇) regarding warrants to purchase up to an aggregate of 100,000 shares of the PLTA Shareholder Loan between Seller's common stock at an exercise price of $1.50 per share and with a term of four (4) years, substantially in the Seller and form of the PurchaserAmended Presencia Warrant Certificates."

Closing Actions. On 6.2.1. The following actions shall take place at the registered office of the Company on the First Closing Date, the Seller and the Purchaser shall 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 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 Purchaser respective Non-Promoter Sellers. Upon the credit of the Escrow Amounts Non-Promoter Purchase Amount into the Escrow Accounts;account notified by the respective Non-Promoter Sellers, the Purchasers shall have discharged their obligations to pay the Non-Promoter Sellers. (b) payment 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 Purchaser of Purchasers to the Facilities Repayment Amount into Company and the Bank Debt Account in accordance with Sections 4 Sellers; and 10 above, (ii) payment of all deliver a copy of the other amounts included in aforesaid irrevocable delivery instruction slip along with a confirmation from the Initial Closing Indebtedness respective Seller’s depository participant that the Sale Shares have been credited to the recipients thereof as set forth on dematerialized account of 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)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 mutually discuss the 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 Purchaser of an amount equal Company in relation to the Initial Cash Purchase Price less the Escrow Amounts less the amount sale and purchase of the After Tax Transaction Bonus into Shares contemplated under the Seller’s Account 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 accordance with Section 10 above;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 Date. (d) payment 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 meeting of its Board, at which meeting the directors shall pass resolutions, inter alia, to: (a) record 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 Purchasers (as approved by the IRDA) (the Purchaser Nominee Directors) as director(s) on the Board of an amount equal the Company, provided that the names of the Purchaser Nominee Directors shall have been provided to the After Tax Transaction Bonus Sellers and the Company prior to the First Closing Date; and (c) approve the resignation of such Existing Director(s) as notified by the Purchasers to the Sellers and the Company prior to the First Closing Date (which shall necessarily include ▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇; (e) delivery by the Seller of duly executed shareholder resolutions dismissing ▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇ . ▇▇▇▇▇▇▇ as managing directors ) from the Board and the resignation of Verwaltungs GmbH with full discharge for the last fiscal year; (f) delivery by the Seller such Existing Directors of the duly executed PLTA Termination Letter Company shall be taken on record and accepted with effect from the closure of the duly executed PLTA Termination Resolutions;Board meeting. (g) delivery by 6.2.3. Subject to Clause 2.4, the Seller Parties agree that each of the duly executed Release Agreement; 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 (honly in the case of a Joint Transfer) delivery by shall take place on the Seller First Closing Date simultaneously with each of the duly executed EMP Service Termination Agreement (as defined transactions set out in Section 16.1 below); (i) delivery by the Seller clause 6.2 of the duly executed Restated Minority Shareholder Loan Termination Agreement; (j) delivery by the Seller SPA, with each of the duly executed agreement regarding the conversion transactions set out in clause 6.2 of the Existing Profit Transfer Claim into the Existing PLTA Shareholder Loan; (k) delivery by the Seller Restated CMD SPA, with each of the duly executed Closing EMP Contribution Agreement; (l) delivery by the Seller transactions set out in clause 3.7 of the duly executed agreement regarding Restated Opco Promoters’ SPA, provided the conversion conditions specified therein are fulfilled by March 22, 2019; and none of the PLTA Profit Transfer Claim into 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 ensure that all the PLTA Shareholder Loan; events contemplated under Clause 6.2.1 and Clause 6.2.2 and (mii) delivery by Clause 6.8.3 below (only in the Seller case of a Joint Transfer) are completed on the duly executed Seller’s First Closing Certificate (as defined in Section 15.3 below); (n) execution of the Seller’s Group Payables Assumption Agreement between the Seller, certain Seller’s Group Companies and the Purchaser; (o) execution of the German Share Transfer Agreement and the Belgian Share Transfer Agreement between the Seller and the Purchaser; and (p) execution of the transfer agreement (Vertragsübernahme) regarding the PLTA Shareholder Loan between the Seller and the PurchaserDate.

Closing Actions. On At the Closing DateClosing, in each case, on the terms and subject to the conditions of this Agreement, Buyer and Seller shall complete the actions described in Section 2.02(a) and the Purchaser shall simultaneously (Zug um ZugSection 2.02(b), 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):as applicable. (a) payment Buyer shall: (i) pay or cause to be paid the Closing Payment to Seller by wire transfer of immediately available funds to the Purchaser of the Escrow Amounts into the Escrow Accountsaccount(s) designated in writing by Seller prior to Closing; (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 deliver a Transition Services Agreement in the Initial Closing Indebtedness to form attached hereto as Exhibit C (the recipients thereof as set forth on the Closing Statement (and in accordance with the payment instructions thereof provided to the Purchaser “Transition Services Agreement”), duly executed 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 ▇▇▇▇▇ ▇▇▇▇▇; (eiii) delivery by deliver a Supply Agreement in the Seller of form attached hereto as Exhibit D (the “Supply Agreement”), duly executed shareholder resolutions dismissing by ▇▇▇▇▇ ▇; (iv) deliver an assignment and assumption agreement in the form of Exhibit E attached hereto (the “Assignment and Assumption Agreement”), duly executed by ▇▇▇▇▇ and ▇; 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 deliver, or cause to be delivered to Buyer: (i) a 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 Exhibit G, (the “Bill of Sale”), duly executed by ▇▇▇▇▇▇▇ as managing directors of Verwaltungs GmbH with full discharge for the last fiscal year; (fiii) delivery by deliver the Seller of the Assignment and Assumption Agreement duly executed PLTA Termination Letter and of the duly executed PLTA Termination Resolutionsby Seller; (giv) delivery by deliver the Seller of the Trademark Assignment Agreement duly executed Release Agreementby ▇▇▇▇▇▇; (hv) delivery by deliver the Seller of the Transition Services Agreement duly executed EMP Service Termination Agreement (as defined in Section 16.1 below)by Seller; (ivi) delivery by deliver the Seller of the Supply Agreement duly executed Shareholder Loan Termination Agreementby Seller; (jvii) delivery by deliver evidence that PNC National Bank has released its Lien on the 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); (n) execution of the Seller’s Group Payables Assumption Agreement between the Seller, certain Seller’s Group Companies and the Purchaser; (o) execution of the German Share Transfer Agreement and the Belgian Share Transfer Agreement between the Seller and the PurchaserAcquired Assets; and (pviii) execution deliver a duly executed IRS Form W-9 of the transfer agreement (Vertragsübernahme) regarding the PLTA Shareholder Loan between the Seller and the PurchaserSeller.

Closing Actions. On the Closing Date, the Seller shall take, and shall cause the Share Sellers and the Selling Entities to take, and the Purchaser shall simultaneously (Zug um Zug), take the following actions (the “Closing Actions”), provided that ) in 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):following order: (a) payment Payment by the Purchaser of (i) the Escrow Amounts into Preliminary Share Purchase Price, (ii) the Escrow AccountsAsset Purchase Price and (iii) the Preliminary Inventory Purchase Price in each case to the Seller’s Bank Account and such amounts shall finally be credited to the Seller’s Bank Account; (b) payment Execution by the Share Sellers and 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 Share Transfer Instrument 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)per Section 2.2; (c) payment Execution by the Purchaser and the respective Selling Entities of an amount equal the respective Local Asset Transfer Agreements for the transfer of the Sold Assets to the Initial Cash Purchase Price less Purchaser or its Affiliates, unless and to the Escrow Amounts less extent this Agreement or the amount Transfer Plan (as defined below) expressly provides that legal title to any part of the After Tax Transaction Bonus into Sold Assets shall transfer after the Seller’s Account in accordance with Section 10 aboveClosing; (d) payment Execution by the Purchaser Parties and/or their relevant Affiliates of an amount equal to the After Tax Transaction Bonus to ▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇Ancillary Agreements; (e) delivery Execution by the Seller Parties of duly executed shareholder resolutions dismissing ▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇ ▇▇▇▇▇▇▇ the Transfer Plan as managing directors of Verwaltungs GmbH with full discharge for the last fiscal yearper Section 12.1; (f) delivery Execution by the Seller Parties of the duly executed PLTA Termination Letter and of the duly executed PLTA Termination ResolutionsData Transition Plan (as defined below) as per Section 14.1(a); (g) delivery Execution by the Seller Parties of the duly executed Release AgreementVigilance Transition Plan as per Section 15.1; (h) delivery Delivery by the Seller to the Purchaser of 6 copies of the duly executed EMP Service Termination Agreement (as defined in Section 16.1 below)Data Room Storage Medium; (i) delivery Delivery by the Seller to the Purchaser of executed copies of the duly executed Shareholder Loan Intercompany Agreement Termination AgreementAgreements; (j) delivery Execution by the Seller Parties of the duly executed agreement regarding the conversion of the Existing Profit Transfer Claim into the Existing PLTA Shareholder LoanQuality Agreements; (k) delivery Delivery by the Seller to the Purchaser of evidence that any pledges over the duly executed Closing EMP Contribution AgreementSold Shares or the shares of any Share Deal Entity have been released; (l) delivery Delivery by the Seller to the Purchaser a confirmation that no assets of the duly executed agreement regarding Share Deal Entities are pledged in favor, or for the conversion benefit, of the PLTA Profit Transfer Claim into the PLTA Shareholder LoanSeller or any of its Affiliates; (m) delivery by the Seller In each case as applicable, in respect of any physical share certificates of the duly executed Seller’s Closing Certificate Share Deal Entities, delivery of such share certificates to the Purchaser, and in respect of any electronic share certificates, release of and procurement that such share certificates are made available to the relevant Share Deal Entity (as defined in Section 15.3 belowapplicable); (n) execution Delivery of duly executed letters of resignation by any 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 Seller’s Group Payables Assumption Agreement between the Seller, certain Seller’s Group Companies and the Purchaser;respective Share Deal Entity with effect as of Closing; and (o) execution Delivery by the Seller to the Purchaser of executed bring-down certificate, substantially in the form of the German Share Transfer Agreement and draft attached as Annex 11.3(o) (the Belgian Share Transfer Agreement between the Seller and the Purchaser; and (p) execution of the transfer agreement (Vertragsübernahme) regarding the PLTA Shareholder Loan between the Seller and the Purchaser“Closing Bring-down Certificate”).

Closing Actions. On the Closing Date, the Seller and the Purchaser shall 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 At the Purchaser of the Escrow Amounts into the Escrow Accounts;Closing, subject to Section 2.4: (bi) payment by Buyer shall make 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);following payments: (cA) payment by the Purchaser of to Seller an amount equal to the Initial Cash Estimated Purchase Price less the Aggregate Escrow Amounts less Amount, which amount shall be paid by wire transfer of immediately available funds to an account designated by Seller to Buyer in writing no later than two (2) Business Days prior to the amount of the After Tax Transaction Bonus into the Seller’s Account Closing Date; (B) with respect to each Payoff Letter provided to Seller in accordance with Section 10 above6.12, the amount of Company Debt set forth therein to the lender or lenders entitled thereto, which amounts shall be paid in accordance with the instructions set forth in the applicable Payoff Letter; (dC) with respect to each Person entitled to receive a portion of the Estimated 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 by to be made the Purchaser of an amount equal Company for further payment at Closing 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 belowapplicable Person); (i) delivery by the Seller of the duly executed Shareholder Loan Termination Agreement; (j) delivery by the 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); (n) execution of the Seller’s Group Payables Assumption Agreement between the Seller, certain Seller’s Group Companies and the Purchaser; (o) execution of the German Share Transfer Agreement and the Belgian Share Transfer Agreement between the Seller and the Purchaser; and (pD) execution 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 transfer agreement Escrow Agreement. (Vertragsübernahmeii) regarding Buyer shall deliver to Seller the PLTA Shareholder Loan between following: (A) the Seller Escrow Agreement, duly executed by Buyer and the PurchaserEscrow Agent. (iii) Seller shall deliver to Buyer: (A) all proper and necessary instruments for the conveyance of all of Seller’s right, title and interest in, to and under the Company Interests; and (B) the Escrow Agreement, duly executed by Seller.

Closing Actions. 8.2.1 On the Agreed Closing Date, the Seller Sellers and the Purchaser shall simultaneously (Zug um Zug), ) take the following actions (the “"Closing Actions”), provided that ") in 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):sequence as set out below: (a) payment by The Sellers' Representative provides the Purchaser with copies of the Escrow Amounts into consent of the Escrow Accounts;Company's management board members and the chairman of the supervisory board to the Transaction and to the sales and transfers of the Sold Stocks hereunder pursuant to Section 4 of the Articles of Association. (b) payment by The Purchaser pays the Purchaser of the Facilities Repayment Escrow 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;19, provided that, however, the Purchaser may elect to pay the Escrow Amount prior to the Agreed Closing Date and that such payment shall be deemed fulfilment of the Closing Action set forth in this Section 8.2.1(b). (c) The Escrow Agent confirms the receipt of the Escrow Amount on the Escrow Account vis-à-vis the Purchaser and the Sellers. (d) payment by the The Purchaser of an amount equal hands over to the After Tax Transaction Bonus Escrow Agent a written instruction in the form as attached hereto as Exhibit 8.2.1(d) to ▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇;release the Escrow Amount including the Closing Tranche Purchase Price in accordance with the Escrow Agreement ("Initial Release Notice"). (e) delivery by The Purchaser and the Seller Sellers' Representative instruct the Company's management board members to enter the Purchaser as new owner of duly executed shareholder resolutions dismissing ▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇ ▇▇▇▇▇▇▇ as managing directors of Verwaltungs GmbH with full discharge for the last fiscal year;Sold Stocks in the Shareholder Register. (f) delivery by the Seller The supervisory board 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 (Company adopts a resolution as defined in Section 16.1 below); (i) delivery by the Seller of the duly executed Shareholder Loan Termination Agreement; (j) delivery by the 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 (attached hereto as defined in Section 15.3 below); (n) execution of the Seller’s Group Payables Assumption Agreement between the Seller, certain Seller’s Group Companies and the Purchaser; (o) execution of the German Share Transfer Agreement and the Belgian Share Transfer Agreement between the Seller and the Purchaser; and (p) execution of the transfer agreement (VertragsübernahmeExhibit 8.2.1(f) regarding the PLTA Shareholder Loan between appointment of another management board member. 8.2.2 The Purchaser may waive the Seller performance of the Closing Actions set forth in Sections 8.2.1(a), 8.2.1(e) and the Purchaser.8.2.1

Closing Actions. On (a) At the Closing, 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 Representative (such account(s) to be designated at least two (2) Business Days prior to the Closing) a cash amount equal to the Base Blocker Seller Consideration; (ii) pay, or cause to be paid, by wire transfer of immediately available funds to the Paying Agent, for the benefit of the Merger Participants (for the avoidance of doubt, excluding the Rollover Sellers with respect to their Rollover Units), a cash amount equal to the Merger Participant Closing DateDate 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) deposit, or cause to be deposited, by wire transfer of immediately available funds to one or more bank accounts designated in writing by the Seller Representative, the 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 Purchaser Seller Representative shall simultaneously (Zug um Zugdeliver joint written instructions in accordance with the Paying Agent Agreement to the Paying Agent to, promptly following receipt of the amounts set forth in Section 2.7(a)(ii), take pay to each Merger Participant who shall have delivered to the following actions Company not less than three (the “Closing Actions”), provided that the Party owing the performance of a Closing Action may elect to perform such Closing Action 3) Business Days prior to the Closing Date a completed Letter of Transmittal (as defined below), cash in an amount set forth for such Merger Participant in the Distribution Waterfall Schedule (without interest), which election such amounts shall not affect be payable by wire transfer of immediately available funds on the maturity Closing Date (or reasonably promptly after the Closing Date for any payments made by check) to the account or address designated in such Merger Participant’s Letter of any other Closing Actions):Transmittal. (ac) payment by Immediately following the Purchaser consummation of the Escrow Amounts into the Escrow Accounts; (b) payment by the Purchaser of the Facilities Repayment Amount into the Bank Debt Account Mergers in accordance with Sections 4 2.1(a) and 10 above2.1(b), Buyer shall pay, or cause to be paid, on behalf of the Company (or its designees) (i) the Loan Agreement Payoff Amount and (ii) subject to Section 2.15 and excluding any amounts paid pursuant to Section 2.7(a)(v), to the Persons entitled to payment of all in respect of the other amounts included Seller Expenses as specified in the Initial Closing Indebtedness to the recipients thereof as set forth on the Preliminary Closing Statement (as defined below) (and in accordance with the payment instructions thereof provided Company shall have delivered or caused to be delivered to Buyer at least three (3) Business Days prior to the Purchaser by Closing final invoices, wire instructions and all other information necessary for payment with respect to all 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 of the duly executed Shareholder Loan Termination Agreement; (j) delivery by the 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); (n) execution of the Seller’s Group Payables Assumption Agreement between the Seller, certain Seller’s Group Companies and the Purchaser; (o) execution of the German Share Transfer Agreement and the Belgian Share Transfer Agreement between the Seller and the Purchaser; and (p) execution of the transfer agreement (Vertragsübernahme) regarding the PLTA Shareholder Loan between the Seller and the Purchaser.

Closing Actions. 6.1 On the Closing Date, Date the Seller and the Purchaser Parties shall simultaneously (Zug um Zug), take or cause to be taken the following actions (the “Closing Actions”)) which shall be taken simultaneously (Zug um Zug): a) For each member of the supervisory board of the Company, provided that Seller delivers to Purchaser a resignation letter, effective as of the Party owing Closing Date. b) Delivery by Purchaser and Seller of the performance of a Closing Action may elect to perform such Closing Action prior irrevocable written instructions to the Closing Date (which election shall not affect escrow agent to release 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 Purchase Price to the recipients thereof Seller as set forth on in Section 4. c) Seller delivers and transfers the Share Certificate by way of endorsement (Indossament) to Purchaser. d) Seller and the Company execute and deliver to each other an intellectual property license agreement, a draft of which is attached as Exhibit 6.1d), pursuant to which the Company grants to Seller a license regarding certain intellectual property rights (the “Intellectual Property License Agreement”). e) Seller and the Company execute and deliver to each other a trademark license agreement, a draft of which is attached as Exhibit 6.1e), pursuant to which Seller grants the Group Companies a license regarding certain trademarks (the “Trademark License Agreement”, and together with the Intellectual Property License Agreement the “License Agreements”). f) Seller, Purchaser and the Company execute and deliver to each other an agreement, a draft of which is attached as Exhibit 6.1f)_A (the “Release 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 “Closing Confirmation”) that the Closing Statement (has occurred and in accordance with the payment instructions thereof provided to the is completed. 6.2 Purchaser by Seller with may waive the Closing Statement) and (iii) of all Initial Closing Seller Transaction Expenses, if any, Actions set forth in Sections 6.1a), 6.1c) and 6.1e). Seller may waive the Closing Statement (Actions set forth in Sections 6.1b), 6.1d) and 6.1f). The Parties may jointly waive the Closing Action set forth in accordance with Section 6.1g). The effect of a waiver shall be limited to eliminating the payment instructions thereof provided need that the respective Closing Action is being performed at the Closing and shall not prejudice any claims any Party may have on the basis of any circumstances relating to the Purchaser by Seller with the non-performance of such 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 of the duly executed Shareholder Loan Termination Agreement; (j) delivery by the 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); (n) execution of the Seller’s Group Payables Assumption Agreement between the Seller, certain Seller’s Group Companies and the Purchaser; (o) execution of the German Share Transfer Agreement and the Belgian Share Transfer Agreement between the Seller and the Purchaser; and (p) execution of the transfer agreement (Vertragsübernahme) regarding the PLTA Shareholder Loan between the Seller and the PurchaserAction.

Closing Actions. On the Scheduled Closing Date, the Seller and Parties shall take the Purchaser shall following actions ("Closing Actions") 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): 9.2.1 The Purchaser shall (a) payment by the Purchaser Upon request of the Escrow Amounts Sellers pay the Pay-off Amount set forth in Clause 4.1(b) directly to the Lenders into an account to be specified in the Escrow Accounts;Release Letter, (b) payment by the Purchaser Upon request of the Facilities Repayment Sellers pay the Pay-off 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, II set forth in Clause 2.4.4 into an account of the Closing Statement (and in accordance with the payment instructions thereof provided former manager to the Purchaser be specified by Seller with the Closing Statement)1; (c) Make the payment by the Purchaser of an amount equal to the Initial Cash Purchase Price less into the Escrow Amounts less the amount of the After Tax Transaction Bonus into the Seller’s Account in accordance with Section 10 abovepursuant to Clause 4.4.1(b); (d) payment The remainder of the Purchase Price into the Seller 1 Account. Such payments and their exemplary amounts as per the Scheduled Closing Date are attached hereto as Schedule 9.2.1. 9.2.2 The Sellers shall provide the Purchaser with a written confirmation dated as of Closing, after review 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 Sellers of the duly executed PLTA Termination Letter Sellers Guarantees and due inquiry of the duly executed PLTA Termination Resolutions; (g) delivery by the Seller Management of the duly executed Release Agreement; (h) delivery by Company, that the Seller Sellers Guarantees which are given as of the duly executed EMP Service Termination Agreement (as defined in Closing Date pursuant to Section 16.1 below); 10, either (i) delivery by the Seller continue to be true and correct as of the Closing Date, or (ii) should (i) not be the case, describe in reasonable details any Breach of the relevant Sellers' Guarantee. 9.2.3 The Sellers shall deliver to Purchaser duly executed Shareholder Loan Termination Agreement; (j) delivery by the Seller resignation letters of the duly executed agreement regarding the conversion members of the Existing Profit Transfer Claim into advisory board (Beirat) of Verwaltungsgesellschaft and Reinfurt KG. 9.2.4 If not already done prior to Closing, the Existing PLTA Sellers and the Purchaser shall execute the Escrow Agreement and shall instruct the Escrow Agent to also execute the Escrow Agreement. 9.2.5 The Sellers and the Purchaser shall sign an additional document to evidence separately that the Shareholder Loan;Loans have been transferred. (k) delivery by the Seller 9.2.6 The Purchaser shall deliver to Sellers 2 and 3 signed copies of the duly executed Closing EMP Contribution Agreement;letter attached in Schedule 9.2.6 in draft form. (l) delivery by 9.2.7 The Parties shall instruct the Seller officiating notary to file the updated shareholder list of the duly executed agreement regarding Company to the conversion Commercial Register of the PLTA Profit Transfer Claim into the PLTA Shareholder Loan; (m) delivery by the Seller local court of the duly executed Seller’s Closing Certificate (as defined in Section 15.3 below); (n) execution of the Seller’s Group Payables Assumption Agreement between the Seller, certain Seller’s Group Companies and the Purchaser; (o) execution of the German Share Transfer Agreement and the Belgian Share Transfer Agreement between the Seller and the Purchaser; and (p) execution of the transfer agreement (Vertragsübernahme) regarding the PLTA Shareholder Loan between the Seller and the PurchaserWürzburg.

Closing Actions. 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: (i) the Buyer transfers, and the Seller receives, the Purchase Price in accordance with Section 2.3.1; (ii) the Parties executes the amendment to the articles of association of the Company, transferring the Quotas from the Seller to the Buyer, accepting the resignation of the current 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 (“Amendment to the AoA”); (iii) the Parties execute the Escrow Agreement; (iv) the Company, VDBN, Seller and Ferragens Negrão execute the transition services agreement (“Transition Services Agreement”); (v) the Company and Ferragens Negrão execute the supply agreement ("Supply Agreement”); (vi) the Seller delivers to the Buyer a copy of a quotaholder’s resolution of the Company, duly registered with the applicable commercial registry approving the management accounts, financial statements and the Purchaser shall simultaneously allocation of the results of the five (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 5) fiscal years 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 AccountsDate; (bvii) payment by the Purchaser Seller delivers to the Buyer evidence of the Facilities Repayment Amount into the Bank Debt Account in accordance with Sections 4 and 10 above, (ii) payment of all transfer of the other amounts included in the Initial Closing Indebtedness domain name <▇▇▇▇.▇▇▇.▇▇> 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)Company; (cviii) payment the Seller delivers to the Buyer evidence of the revocation of the powers of attorney listed in Exhibit 4.10, except for the powers of attorney listed in items 2, 3 and 7; (ix) the Seller delivers to the Buyer the power of attorney granted by the Purchaser of an amount equal Company to the Initial Cash Purchase Price less individuals indicated by the Escrow Amounts less Buyer; (x) the amount of Seller delivers to the After Tax Transaction Bonus into Buyer the insurance policy related to Seller’s indemnification obligation; (xi) the Seller delivers to the Buyer the Seller’s Account in accordance with Section 10 abovecorporate approval approving the Transaction; (dxii) payment by the Purchaser of an amount equal Seller delivers to the After Tax Transaction Bonus Buyer evidence of the dismissal and all severance payment foreseen by ▇▇▇ to the Company’s officer, ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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 of the duly executed Shareholder Loan Termination Agreement; (j) delivery by the 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); (n) execution of the Seller’s Group Payables Assumption Agreement between the Seller, certain Seller’s Group Companies and the Purchaser; (o) execution of the German Share Transfer Agreement and the Belgian Share Transfer Agreement between the Seller and the Purchaser▇; and (pxiii) execution the Sellers delivers to the Buyer the Company’s bank extracts of one or more bank accounts in the name of the transfer agreement Company, indicating an aggregate balance not less than one million Brazilian Reais (Vertragsübernahme) regarding the PLTA Shareholder Loan between the Seller and the PurchaserR$ 1,000,000.00).

Closing Actions. On At Closing the Closing Date, the Seller Sellers and the Purchaser shall simultaneously (Zug um 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 Sellers shall deliver the Bring Down of Disclosures to the Escrow Amounts into the Escrow AccountsPurchaser; (b) payment the Sellers shall confirm that no Material Adverse Change has occurred by providing the Purchaser with a written confirmation issued by the Purchaser management 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)Company; (c) payment the Purchaser shall pay: (i) the Loan Notes Redemption Amount to Meridian's bank account specified in the Loan Notes Release Letter; (ii) the Stock Option Settlement Payment to the Company; (iii) the Redemption Loan amount including any interest to Tennor; (d) the Purchaser shall pay the Cash 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 Initial Cash Purchase Price less Closing Share Consideration is debited to the Escrow Amounts less RTGS Account (within the amount meaning of sec. A I of the After Tax Transaction Bonus into GTC) of the Sellerdepositary bank of the Purchaser’s Parent and credited to the RTGS Account in accordance of Tennor's depositary bank, concurrently with Section 10 above; (dZug um Zug) payment by the Purchaser of an amount equal to the After Tax Transaction Bonus Sold Shares being debited to ▇▇▇ ▇▇▇▇▇▇▇ the securities account of Tennor's depositary bank at Clearstream and ▇▇▇▇▇ ▇▇▇▇▇; (e) delivery by credited to 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 securities account 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;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 by transaction in securities” (within the Seller meaning of sec. B XX (2) in conjunction with sec. A I of the duly executed EMP Service Termination Agreement 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 (as defined in Section 16.1 below)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) delivery by the Seller Sellers shall provide irrevocable undertakings, if any, obtained from Minority Shareholders to the Purchaser. The Parties are entitled to waive (in whole or in part) any of the duly executed Shareholder Loan Termination Agreement; Closing Actions (jother than the obligations to make payments) delivery jointly at any time prior to the occurrence of Closing by written agreement. The waiver shall have the Seller 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 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 Purchaser under this 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); (n) execution of the Seller’s Group Payables Assumption Agreement between the Seller, certain Seller’s Group Companies and the Purchaser; (o) execution of the German Share Transfer Agreement and the Belgian Share Transfer Agreement between the Seller and the Purchaser; and (p) execution of the transfer agreement (Vertragsübernahme) regarding the PLTA Shareholder Loan between the Seller and the Purchaser.

Closing Actions. On the Closing Date, the Seller and the Purchaser shall 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 Subject to the Closing Date (which election shall not affect the maturity terms of any other Closing Actions):this Agreement, (a) payment at the First Closing, (i) the Purchaser is delivering the First Closing Purchase Price in the amount of $1,500,000 to the Seller by wire transfer to such account previously specified by the Purchaser of the Escrow Amounts into the Escrow AccountsSeller; (bii) payment by the Purchaser Seller is delivering a Convertible Note in the face amount 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 First Closing Indebtedness Purchase Price 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 Purchaser; (iii) the Seller is delivering to each of all Initial Closing Seller Transaction Expenses, if any, set forth Presencia and PVI Holding a check in the Closing Statement amount of $25,000 payable to it in immediately available funds for the reimbursement of fees and expenses described in Section 19 hereof. (and in accordance with the payment instructions thereof provided to iv) the Purchaser by Seller with and PVI Holding are delivering to each other an intercreditor agreement (the Closing Statement"Intercreditor Agreement"); (cv) payment by the Purchaser of Seller and Cablevision are delivering to each other an amount equal amendment to the Initial Cash Purchase Price less Option Agreement by and between the Escrow Amounts less Seller and Cablevision dated as of June 25, 2002 (the amount of the After Tax Transaction Bonus into the Seller’s Account in accordance with Section 10 above"Option Agreement"); (dvi) payment by the Purchaser of Seller and Cablevision are delivering to each other an amount equal amendment to the After Tax Transaction Bonus to ▇▇▇ ▇Proprietary Information Escrow Agreement by and among the Seller, Cablevision and ▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, dated as of June 25, 2002 (the "Escrow Agreement"); (evii) delivery by the Seller and each of duly executed shareholder resolutions dismissing ▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ are delivering to each other employment and stock option agreements; (viii) the Seller is delivering to PVI Holding an amended and restated convertible promissory note against delivery by PVI Holding of the Convertible Promissory Note dated as of June 25, 2002 previously issued to PVI Holding by the Seller (the "Amended and Restated PVI Holding Note"); (ix) PVI Holding is delivering to the Seller its waiver and consent with respect to the 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 Section 6.2 of the Stock Purchase Agreement as such rights relate to the issuance of shares of common stock upon exercise of the warrant described in Section 2.4(c)(x) that may be delivered in connection with the Third Closing; (x) the Seller is delivering to the Purchaser an opinion of the Seller's counsel in a form as agreed to by the parties; (xi) the Seller 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 other 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 required under the Option Agreement; and (xiv) following its receipt of the First Closing Purchase Price, the Seller is delivering to Presencia $150,000 to be applied to the principal amounts outstanding 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. (b) at the Second Closing: (i) 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 it is 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 Third Closing Purchase Price at the Third Closing; (iii) 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 managing directors a co-CEO of Verwaltungs GmbH 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 full discharge for the last fiscal yearsame force and effect as if they had been made on and as of said date; (fx) delivery by if Presencia requests, the Seller will deliver to one or more of the duly executed PLTA Termination Letter Purchasers who are Presencia's designees (including, without limitation, directors, officers and direct or indirect shareholders of the duly executed PLTA Termination Resolutions; (gPresencia, other than ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ or ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇) delivery by the Seller warrants to purchase up to an aggregate 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 of the duly executed Shareholder Loan Termination Agreement; (j) delivery by the 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); (n) execution 100,000 shares of the Seller’s Group Payables Assumption Agreement between 's common stock at an exercise price of $1.50 per share and with a term of four (4) years, substantially in the Seller, certain Seller’s Group Companies and the Purchaser; (o) execution form of the German Share Transfer Agreement and the Belgian Share Transfer Agreement between the Seller and the PurchaserAmended Presencia Warrant Certificates; and (pxi) execution the Seller is delivering to the Purchaser a certificate, executed on behalf of the transfer agreement (Vertragsübernahme) regarding Seller by its Secretary, dated as of the PLTA Shareholder Loan between Third Closing Date, certifying the Seller resolutions of the Seller's Board approving the transactions contemplated by this Agreement and the Purchaserother Transaction Documents."

Closing Actions. (a) On the Closing Date, the Seller Purchaser will purchase from the Shareholder all of the issued and outstanding capital stock of the Company, and the Purchaser shall 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 will pay 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 Shareholder an amount equal to the Initial Per Share Closing Payment multiplied by the number of shares of capital stock of the Company being sold by the Shareholder (the “Shareholder Closing Cash Purchase Price less Amount”) reduced by (i) the Shareholder Portion of the Indemnification Escrow Amount (which amount will be deposited with the Escrow Amounts less 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) the 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 After Tax Transaction Bonus Shareholder Expense Fund (which amount Purchaser will deposit into an account designated by the SellerShareholder 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 (the “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 Account 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 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 10 above; 1.4 hereof), (dii) payment 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 Escrow Agent in accordance with Section 1.4 hereof), (iii) the Phantom Unit Holder Expense Fund Portion of the Noteholder/Phantom Unit Holder Expense Fund (which amount will be deposited with the Expense Fund Escrow Agent pursuant to the terms of the Expense Fund Escrow Agreement), (iv) the amount of the Phantom Unit Holder Administrative Expense Fund (which amount the Company will deposit into an account designated by the Purchaser of an amount equal Phantom Unit Holder Representative pursuant 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 terms of the duly executed PLTA Termination Letter Phantom Unit Amendment Agreement), and (v) such amounts as the Company is required to deduct and withhold with respect to the making of such payment under the duly executed PLTA Termination Resolutions; (g) delivery by Code or any provision of state, local or foreign Tax law. The payments shall be paid through 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 of the duly executed Shareholder Loan Termination Agreement; (j) delivery by the 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 SellerCompany’s Closing Certificate (as defined in Section 15.3 below); (n) execution of the Seller’s Group Payables Assumption Agreement between the Seller, certain Seller’s Group Companies and the Purchaser; (o) execution of the German Share Transfer Agreement and the Belgian Share Transfer Agreement between the Seller and the Purchaser; and (p) execution of the transfer agreement (Vertragsübernahme) regarding the PLTA Shareholder Loan between the Seller and the Purchaseremployee payroll processing system.