Agreements and Consents. The Participant agrees to enter into any document and/or make any representations as may be required from time to time by the Company, the Employer or any Affiliates, such that the Company or its Affiliates is able to fulfill its obligations and can rely on any necessary exemptions under securities laws and/or can make any necessary filings under local securities laws. Plan Document Acknowledgement. By accepting the grant of RSUs, the Participant acknowledges that he or she has received a copy of the Plan and the Agreement, including this Addendum, which the Participant has reviewed. The Participant further acknowledges that he or she accepts all the provisions of the Plan and the Agreement, including this Addendum. The Participant also acknowledges that he or she has read and specifically and expressly approves the terms and conditions set forth in Section 9 of the Agreement, which clearly provides as follows:

Agreements and Consents. The Participant agrees to enter into any document and/or make any representations as may be required from time to time by the Company, the Employer or any Affiliates, such that the Company or its Affiliates is able to fulfill its obligations and can rely on any necessary exemptions under securities laws and/or can make any necessary filings under local securities laws. Notifications Exchange Control Notification. Cross-border payments in excess of €12,500 must be reported monthly to the German Federal Bank (Bundesbank). For payments made or received in connection with securities (including proceeds realized upon the sale of Ordinary Shares), the report must be filed electronically by the fifth day of the month following the month in which the payment was received. The form of report (Allgemeine Meldeportal Statistik) can be accessed via Bundesbank’s website (xxx.xxxxxxxxxx.xx) and is available in both German and English. The Participant is personally responsible for complying with exchange control restrictions in Germany.

Agreements and Consents. All consents of any persons, which are necessary to be obtained by the Buyer, the Corporation, the Holding Companies, or the Sellers for the consummation of the transactions contemplated by this Agreement and for the continuance of all contracts, agreements, licenses, permits and authorizations material to the Business and operations of the Corporation or the Holding Companies have been obtained by the Buyer, the Corporation or the Sellers as the case may be at the Sellers' sole cost and expense, except for any such Buyer consents, and shall have been delivered to the Buyer at, or before, the Time of Closing.

Agreements and Consents. The approval, agreement or consent of any party, when required under this Agreement, shall not be unreasonably withheld by such party.

Agreements and Consents. Neither the execution, delivery, nor performance of this Agreement or the Closing Agreements by Buyer will (i) conflict with or result in any breach of any provisions of the certificate of incorporation or bylaws of Buyer; (ii) to Buyer's knowledge, require the consent or approval, authorization, or permit of, or filing with or notification to, any governmental or regulatory authority, except any regulatory approvals or routine governmental consents normally acquired after consummation of transactions such as transactions of the nature contemplated by this Agreement, (iii) violate, effect acceleration of, or result in termination, cancellation, or modification of any material agreement, indenture, instrument, lease, contract, or other undertaking to which Buyer is a party or by which it is bound, except for such defaults (or rights of termination, cancellation, or acceleration) as to which requisite waivers or consents have been obtained or will be obtained prior to the Effective Time; or (iv) violate any order, writ, or injunction to which Buyer is bound or may be bound, or (v) to the knowledge of Buyer, violate any decree, statute, rule, or regulation to which Buyer is bound or may be bound.

Agreements and Consents. Each of the parties hereto will use commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper, or advisable under applicable Laws to consummate and make effective the transactions contemplated by this Agreement as expeditiously as possible. HRB Bank will act diligently and reasonably in attempting to obtain, before the Closing Date, the Consents, in form and substance reasonably satisfactory to Republic, from any party to any Contract required to be obtained to assign or transfer any such Contract to Republic or interests therein.

Agreements and Consents. All consents of any persons, which are necessary to be obtained by the Parent or Buyer for the consummation of the transactions contemplated by this Agreement have been obtained by the Parent or Buyer at its sole cost and expense, and all consents of any persons which are necessary to be obtained by the Sellers or the Corporation for the consummation of the transaction contemplated by this Agreement and for the continuance of all contracts, agreements, licenses, permits and authorizations material to the business and operations of the Corporation have been obtained, provided that the Sellers uses their best efforts to obtain all such consents.

Agreements and Consents. Each of the parties hereto will use commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper, or advisable under applicable Laws to consummate and make effective the transactions contemplated by this Agreement as expeditiously as possible. HRB Bank will act diligently and reasonably in attempting to obtain, before the Closing Date, the Consents, in form and substance reasonably satisfactory to BofI, from any party to any Contract required to be obtained to assign or transfer any such Contract to BofI or interests therein.

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