Common use of Completion arrangements Clause in Contracts

Completion arrangements. 5.1 Completion shall take place after the Conditions are fulfilled or waived (as the case may be) at the offices at such place as the parties may agree on the Completion Date, which shall be agreed by the parties, when the events detailed in clauses 5.2 to 5.4 and 5.7 shall take place. 5.2 On the Completion Date, the Seller shall deliver to or to the order of the Buyer: (a) a duly executed counterpart of the instrument of transfer in respect of the Sale Share completed in favour of the Buyer (or as it may direct); (b) all original share certificate(s) in respect of the Sale Share; (c) certified copies of the resolutions referred to in clause 5.3; (d) satisfactory evidence to the Buyer that the Shareholder’s Loan has been waived by the Group or capitalised for the relevant members of the Group on or before Completion Date; (e) (if applicable) letter(s) of resignation, in the agreed form, from the director(s), the company secretary and/or the auditors of the relevant Group Members in accordance with the Buyer’s instructions (if any) resigning their offices as such and acknowledging that they have no claim outstanding for compensation for loss of office or otherwise, including redundancy and unfair dismissal, such resignations to be tendered at a meeting of the Board, and meeting(s) of the board of directors of other relevant Group Members (where applicable), referred to in clause 5.3; and (f) evidence of release of the Security and the title deeds of the Properties. 5.3 The Seller shall procure that a meeting of the Board, and meeting(s) of the board of directors of other relevant Group Members (where applicable), is held before Completion at which: (a) the transfer of the Sale Share to the Buyer or its nominee(s) shall be resolved to be registered (subject to being duly stamped) notwithstanding any provision to the contrary in the Articles, and that the Buyer or its nominee(s) shall be approved for registration as the holder(s) of the Sale Share; (b) the cancellation of the existing share certificate(s) issued by the Company in favour of the Seller and the issue of a new share certificate in respect of the Sale Share in the name of the Buyer (or as it may direct) with the common seal of the Company affixed thereon shall be approved; (c) (if applicable) the resignation(s) of the director(s), the company secretary and/or the auditors of the Company and/or other Group Members in accordance with the Buyer’s instructions (if any), referred to in clause 5.2(e), shall be tendered and accepted so as to take effect at Completion; and (d) all bank mandates in force for the Company shall be altered in accordance with any instructions given by the Buyer (if any). 5.4 On the Completion Date, the Buyer shall: (a) pay the remaining balance of the Consideration in accordance with clause 4.2(b); and (b) deliver to the Seller certified copies of the Buyer’s board resolutions approving the execution of and performance by the Buyer of its obligations under the Transaction Documents to which it is or will be a party. 5.5 If the Seller or the Buyer (the Affected Party) fails or is unable to comply with any of its obligations under the preceding provisions of this clause 5 on or before the Completion Date then the other (the Buyer (if the failure or inability is on the part of the Seller) or the Seller (if the failure or inability is on the part of the Buyer)) (the Unaffected Party) may (in addition to any other rights or remedies available to it): (a) defer Completion (by notice to the Affected Party) to a date (being a Business Day) not more than 28 days after that date (in which case the provisions of this Agreement shall apply to Completion as so deferred); (b) proceed immediately to Completion so far as practicable, but without prejudice to the Unaffected Party’s rights where the Affected Party has not complied with its obligations under this Agreement; or (c) terminate this Agreement on such date by notice to the Affected Party. 5.6 If this Agreement is terminated in accordance with clause 5.5(c), all rights and obligations of the Seller and the Buyer under this Agreement shall end (except for rights and obligations under the Surviving Provisions which shall remain in full force and effect).

Completion arrangements. 5.1 4.1. Completion shall take place after the Conditions are fulfilled on or waived before 10 September 2025 (as the case may be) at the offices or at such other time and place as the parties Parties may agree in writing) (the day on which the Completion Date, which shall be agreed by the parties, when the events detailed in clauses 5.2 to 5.4 and 5.7 shall take place. 5.2 On the Completion Dateactually occurs, the “Completion Day”) when: (A) each Seller shall deliver to the Purchaser or procure the delivery to the order of the BuyerPurchaser of: (ai) a duly executed counterpart instruments of transfer for the respective portion of the instrument AlloyX Shares registered in the name of transfer in respect of the Sale Share completed such Seller in favour of the Buyer (or as it may directPurchaser and/or its designee(s) together with the relevant share certificate(s);; and (bii) all original share certificate(s) in respect a copy of the Sale Share; (c) certified copies of the written resolutions referred to in clause 5.3; (d) satisfactory evidence to the Buyer that the Shareholder’s Loan has been waived by the Group or capitalised for the relevant members of the Group on or before Completion Date; (e) (if applicable) letter(s) of resignation, in the agreed form, from the director(s), the company secretary and/or the auditors of the relevant Group Members in accordance with the Buyer’s instructions (if any) resigning their offices as such and acknowledging that they have no claim outstanding for compensation for loss of office or otherwise, including redundancy and unfair dismissal, such resignations to be tendered at a meeting of the Board, and meeting(s) of the board of directors of other relevant Group Members such Seller approving the execution, delivery and performance by such Seller of this Agreement, and the transactions contemplated under this Agreement; (where applicable)B) the Company shall, referred if so required by the Purchaser, deliver to the Purchaser or procure the delivery to the Purchaser of: (i) the written resignation of all of the directors and officers of the Company from their offices, which resignations shall include their written confirmation that they have no outstanding claims against the Company for the loss of the offices in clause 5.3question or of their employment or otherwise arising; (ii) the certificate of incorporation, memorandum, articles of association, minute books, share register and common seal, beneficial owner register, share certificates and all books and records of the Company including, without limitation all cancelled and un-issued share certificates and signed minutes of the Company; (iii) a certificate of good standing issued by the Registrar of Companies in respect of the Company; and (fiv) evidence of release the written resignation of the Security and the title deeds existing auditors of the Properties.Company (if any), which resignation shall include the written confirmation that they have no outstanding claims of any kind against the company; 5.3 The Seller shall (C) the Company shall, if so required by the Purchaser, procure that there shall be held a meeting of the Board, and meeting(s) of the board of directors of other relevant Group Members (where applicable), is held before Completion the Company at whichwhich there shall be duly passed resolutions: (ai) approving the transfer of the Sale Share share transfers referred to the Buyer or its nominee(s) shall be resolved to be registered (subject to being duly stamped) notwithstanding any provision to the contrary in the Articles, and that the Buyer or its nominee(s) shall be approved for registration as the holder(s) of the Sale ShareSub-clause 4.1(A)(i); (bii) accepting the cancellation resignations referred to in Sub-clauses 4.1(B)(i) and 4.1(B)(iv) and appointing nominees of the existing share certificate(s) issued Purchaser to fill the vacancies created by the Company in favour such resignations (or shall convene a meeting of the Seller and the issue of a new share certificate in respect of the Sale Share in the name of the Buyer (or as it may direct) with the common seal members of the Company affixed thereon shall be approvedfor such purpose); (ciii) (if applicable) changing the resignation(s) of the director(s), the company secretary and/or the auditors registered office of the Company and/or other Group Members in accordance with to an address to be supplied by the Buyer’s instructions (if any), referred to in clause 5.2(e), shall be tendered and accepted so as to take effect at CompletionPurchaser; and (div) revoking all bank existing banking mandates in force for of the Company and substituting therefor such banking mandates as the Purchaser shall be altered in accordance with any instructions given by the Buyer (if any). 5.4 On the Completion Date, the Buyer shall:direct; (aD) pay the remaining balance of the Consideration in accordance with clause 4.2(b); and (b) Purchaser shall deliver to the Seller certified copies Sellers a copy of the Buyer’s board resolutions approving register of members of the execution Purchaser updated to show each Seller (or their designee(s)) as the holder of and performance by such number of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ as set forth opposite the Buyer of its obligations under the Transaction Documents to which it is or will be a party. 5.5 If the Seller or the Buyer (the Affected Party) fails or is unable to comply with any of its obligations under the preceding provisions Sellers name in Schedule II of this clause 5 on or before the Completion Date then the other (the Buyer (if the failure or inability is on the part of the Seller) or the Seller (if the failure or inability is on the part of the Buyer)) (the Unaffected Party) may (in addition to any other rights or remedies available to it): (a) defer Completion (by notice to the Affected Party) to a date (being a Business Day) not more than 28 days after that date (in which case the provisions of this Agreement shall apply to Completion as so deferred); (b) proceed immediately to Completion so far as practicable, but without prejudice to the Unaffected Party’s rights where the Affected Party has not complied with its obligations under this Agreement; or (c) terminate this Agreement on such date by notice to the Affected Party. 5.6 If this Agreement is terminated in accordance with clause 5.5(c), all rights and obligations of the Seller and the Buyer under this Agreement shall end (except for rights and obligations under the Surviving Provisions which shall remain in full force and effect).

Completion arrangements. 5.1 4.1. Completion shall take place after the Conditions are fulfilled on or waived before September 10, 2025 (as the case may be) at the offices or at such other time and place as the parties Parties may agree in writing) (the day on which the Completion Date, which shall be agreed by the parties, when the events detailed in clauses 5.2 to 5.4 and 5.7 shall take place. 5.2 On the Completion Dateactually occurs, the “Completion Day”) when: (A) each Seller shall deliver to the Purchaser or procure the delivery to the order of the BuyerPurchaser of: (ai) a duly executed counterpart instruments of transfer for the respective portion of the instrument AlloyX Shares registered in the name of transfer in respect of the Sale Share completed such Seller in favour of the Buyer (or as it may directPurchaser and/or its designee(s) together with the relevant share certificate(s);; and (bii) all original share certificate(s) in respect a copy of the Sale Share; (c) certified copies of the written resolutions referred to in clause 5.3; (d) satisfactory evidence to the Buyer that the Shareholder’s Loan has been waived by the Group or capitalised for the relevant members of the Group on or before Completion Date; (e) (if applicable) letter(s) of resignation, in the agreed form, from the director(s), the company secretary and/or the auditors of the relevant Group Members in accordance with the Buyer’s instructions (if any) resigning their offices as such and acknowledging that they have no claim outstanding for compensation for loss of office or otherwise, including redundancy and unfair dismissal, such resignations to be tendered at a meeting of the Board, and meeting(s) of the board of directors of other relevant Group Members such Seller approving the execution, delivery and performance by such Seller of this Agreement, and the transactions contemplated under this Agreement; (where applicable)B) the Company shall, referred if so required by the Purchaser, deliver to the Purchaser or procure the delivery to the Purchaser of: (i) the written resignation of all of the directors and officers of the Company from their offices, which resignations shall include their written confirmation that they have no outstanding claims against the Company for the loss of the offices in clause 5.3question or of their employment or otherwise arising; (ii) the certificate of incorporation, memorandum, articles of association, minute books, share register and common seal, beneficial owner register, share certificates and all books and records of the Company including, without limitation all cancelled and un-issued share certificates and signed minutes of the Company; (iii) a certificate of good standing issued by the Registrar of Companies in respect of the Company; and (fiv) evidence of release the written resignation of the Security and the title deeds existing auditors of the Properties.Company (if any), which resignation shall include the written confirmation that they have no outstanding claims of any kind against the company; 5.3 The Seller shall (C) the Company shall, if so required by the Purchaser, procure that there shall be held a meeting of the Board, and meeting(s) of the board of directors of other relevant Group Members (where applicable), is held before Completion the Company at whichwhich there shall be duly passed resolutions: (ai) approving the transfer of the Sale Share share transfers referred to the Buyer or its nominee(s) shall be resolved to be registered (subject to being duly stamped) notwithstanding any provision to the contrary in the Articles, and that the Buyer or its nominee(s) shall be approved for registration as the holder(s) of the Sale ShareSub-clause 4.1(A)(i); (bii) accepting the cancellation resignations referred to in Sub-clauses 4.1(B)(i) and 4.1(B)(iv) and appointing nominees of the existing share certificate(s) issued Purchaser to fill the vacancies created by the Company in favour such resignations (or shall convene a meeting of the Seller and the issue of a new share certificate in respect of the Sale Share in the name of the Buyer (or as it may direct) with the common seal members of the Company affixed thereon shall be approvedfor such purpose); (ciii) (if applicable) changing the resignation(s) of the director(s), the company secretary and/or the auditors registered office of the Company and/or other Group Members in accordance with to an address to be supplied by the Buyer’s instructions (if any), referred to in clause 5.2(e), shall be tendered and accepted so as to take effect at CompletionPurchaser; and (dD) revoking all bank existing banking mandates in force for of the Company and substituting therefor such banking mandates as the Purchaser shall be altered in accordance with any instructions given by direct; and the Buyer (if any). 5.4 On the Completion Date, the Buyer shall: (a) pay the remaining balance of the Consideration in accordance with clause 4.2(b); and (b) Purchaser shall deliver to the Seller certified copies Sellers a copy of the Buyer’s board resolutions approving register of members of the execution Purchaser updated to show each Seller (or their designee(s)) as the holder of and performance by such number of Solowin Shares as set forth opposite the Buyer of its obligations under the Transaction Documents to which it is or will be a party. 5.5 If the Seller or the Buyer (the Affected Party) fails or is unable to comply with any of its obligations under the preceding provisions Sellers name in Schedule II of this clause 5 on or before the Completion Date then the other (the Buyer (if the failure or inability is on the part of the Seller) or the Seller (if the failure or inability is on the part of the Buyer)) (the Unaffected Party) may (in addition to any other rights or remedies available to it): (a) defer Completion (by notice to the Affected Party) to a date (being a Business Day) not more than 28 days after that date (in which case the provisions of this Agreement shall apply to Completion as so deferred); (b) proceed immediately to Completion so far as practicable, but without prejudice to the Unaffected Party’s rights where the Affected Party has not complied with its obligations under this Agreement; or (c) terminate this Agreement on such date by notice to the Affected Party. 5.6 If this Agreement is terminated in accordance with clause 5.5(c), all rights and obligations of the Seller and the Buyer under this Agreement shall end (except for rights and obligations under the Surviving Provisions which shall remain in full force and effect).

Completion arrangements. 5.1 7.1. Completion shall take place after the Conditions are fulfilled or waived (as the case may be) at the offices at such place as the parties may agree on the Completion Date, which shall be agreed by the parties, when the events detailed in clauses 5.2 to 5.4 and 5.7 shall take place. 5.2 On the Completion Date, the Seller shall deliver to or to the order of the Buyer: (a) a duly executed counterpart of the instrument of transfer in respect of the Sale Share completed in favour of the Buyer (or as it may direct); (b) all original share certificate(s) in respect of the Sale Share; (c) certified copies of the resolutions referred to in clause 5.3; (d) satisfactory evidence to the Buyer that the Shareholder’s Loan has been waived by the Group or capitalised for the relevant members of the Group on or before Completion Date; (e) (if applicable) letter(s) of resignation, in the agreed form, from the director(s), the company secretary and/or the auditors of the relevant Group Members in accordance with the Buyer’s instructions (if any) resigning their offices as such and acknowledging that they have no claim outstanding for compensation for loss of office or otherwise, including redundancy and unfair dismissal, such resignations to be tendered at a meeting of the Board, and meeting(s) of the board of directors of other relevant Group Members (where applicable), referred to in clause 5.3; and (f) evidence of release of the Security and the title deeds of the Properties. 5.3 The Seller shall procure that a meeting of the Board, and meeting(s) of the board of directors of other relevant Group Members (where applicable), is held before Completion at whichDate when: (a) the Vendors shall deliver to the Purchaser or procure the delivery to the Purchaser of: (i) d▇▇▇ completed and executed share transfer forms in respect of the Sale Shares specified against their respective names in column (2) of Schedule 1, in favour of the Purchaser, together with the share certificates in respect of the relevant Sale Shares; (ii) written directors’ resolutions of the Company approving (aa) the transfer of the Sale Share Shares to the Buyer or its nominee(sPurchaser, (bb) shall be resolved to be registered (subject to being duly stamped) notwithstanding any provision to the contrary in registration of the Articles, and that the Buyer or its nominee(s) shall be approved for registration Purchaser as the holder(s) holder of the Sale Share; (b) Shares in the cancellation register of members of the existing share certificate(s) issued by the Company in favour of the Seller and the issue of a new share certificate in respect of the Sale Share Shares in favour of the Purchaser; (cc) the resignation of the person(s) listed in paragraph (iii) below and (subject to the receipt of the relevant consent letters duly executed) the appointments of such new directors as shall be nominated by the Purchaser; (dd) a change in the client of record of the registered agent / registered office of the Company to such person as the Purchaser shall nominate with effect from the time immediately following Completion; and (ee) the revocation of all existing banking mandates of the Company and the substitution therefor of such banking mandates as the Purchaser shall direct; (iii) the written resignation of all of the directors, the officers and the secretary (if any) of the Company from their respective offices, in each case to take effect from and on the Completion Date, which resignations shall include their written confirmation that they have no outstanding claims against the Company for the loss of the offices in question or of their employment or otherwise arising; (iv) the original current register of members of the Company updated to reflect the Purchaser as the holder of the Sale Shares and if requested by the Purchaser, the new share certificate in respect of the Sale Shares in the name of the Buyer (or as it may direct) with the common seal of the Company affixed thereon shall be approvedPurchaser; (cv) all Company books and records, including, without limitation, the original certificate of incorporation, the current memorandum and articles of association, the register of members, the register of directors, copies of all notices filed with the Registrar of Corporate Affairs (if applicable) the resignation(s) of the director(sBritish Virgin Islands), the company secretary and/or the auditors register of the Company and/or other Group Members charges, and minutes of all meetings and resolutions of shareholders and minutes of all meetings and resolutions of directors, all maintained in accordance with section 102 of the Buyer’s instructions (if any), referred to in clause 5.2(e), shall be tendered and accepted so as to take effect at CompletionAct; and (dvi) all bank mandates confirmation that the “client of record” (as such term is commonly understood by registered agents handling company affairs in force the British Virgin Islands) for the Company shall be altered in accordance with any has advised the Company’s registered agent / registered office to take instructions given by from the Buyer (if any)Purchaser on a going forward basis after the Completion. 5.4 On the Completion Date, the Buyer shall: (a) pay the remaining balance of the Consideration in accordance with clause 4.2(b); and (b) the Purchaser shall deliver to the Seller certified copies of Vendors (or their nominees notified to the Buyer’s board resolutions approving the execution of and performance by the Buyer of its obligations under the Transaction Documents to which it is or will be a party. 5.5 If the Seller or the Buyer (the Affected Party) fails or is unable to comply with any of its obligations under the preceding provisions of this clause 5 on or Purchaser in writing at least five Business Days before the Completion Date then the other (the Buyer (if the failure or inability is on the part Date) such portion of the SellerConsideration Shares as specified against their respective names in column (3) or of Schedule 1 by procuring the Seller (if the failure or inability is on the part entry of the Buyer)) (the Unaffected Party) may (in addition to any other rights or remedies available to it): (a) defer Completion (by notice to the Affected Party) to a date (being a Business Day) not more than 28 days after that date (in which case the provisions of this Agreement shall apply to Completion as so deferred); (b) proceed immediately to Completion so far as practicable, but without prejudice to the Unaffected Party’s rights where the Affected Party has not complied with its obligations under this Agreement; or (c) terminate this Agreement on such date by notice to the Affected Party. 5.6 If this Agreement is terminated in accordance with clause 5.5(c), all rights and obligations names of the Seller and Vendors (or their nominees) in the Buyer under this Agreement shall end (except for rights and obligations under register of members of the Surviving Provisions which shall remain in full force and effect)Purchaser.