Common use of Closing Actions Clause in Contracts

Closing Actions. On the Closing Date, the Parties shall concurrently (Zug um Zug) execute the following acts and execute and deliver (abschließen) the following agreements and documents (the “Closing Actions”): (a) Vendor’s Closing Deliveries The Vendor will deliver or cause to be delivered the following to the Purchaser: (i) a certified copy of resolutions of the directors of the Vendor authorizing the execution and delivery of this Agreement and all transactions contemplated hereby; (ii) a certificate of the Vendor as to the accuracy as of the Closing Date, of the Vendor’s representations and warranties, the performance of its covenants to be performed at or before the Closing with particulars of any material inaccuracy or non-performance, including the absence of any Material Adverse Change as set forth in Section 6.2(b)(vii) (the “Vendor Closing Certificate”); and (iii) a shareholders’ resolution of the Company signed by the Vendor as the sole shareholder of the Company terminating the current managing director pursuant to Section 5.12 effective as of the Effective Time and appointing one person nominated by the Purchaser as managing director of the Company with effect as of the Effective Time. (b) Guarantor’s Closing Deliveries The Guarantor will deliver the following to the Purchaser: (i) a certified copy of resolutions of the directors of the Guarantor authorizing the execution and delivery of this Agreement and all transactions contemplated hereby; and (ii) a certificate of the Guarantor as to the accuracy, as of the Closing Date, of the Guarantor’s representations and warranties with particulars of any material inaccuracy. (c) Purchaser Guarantor’s Closing Deliveries The Purchaser Guarantor will deliver the following to the Vendor: (i) a certified copy of resolutions of the directors of the Purchaser Guarantor authorizing the execution and delivery of this Agreement and all transactions contemplated hereby; and (ii) a certificate of the Purchaser Guarantor as to the accuracy, as of the Closing Date, of the Purchaser Guarantor’s representations and warranties with particulars of any material inaccuracy. (d) Purchaser’s Closing Deliveries The Purchaser will deliver the following to the Vendor: (i) the Closing Date Payment Amount in immediately available funds pursuant to Section 2.2(a)(ii); (ii) a certified copy of resolutions of the directors of the Purchaser authorizing the execution and delivery of this Agreement and all transactions contemplated hereby; (iii) a certificate of the Purchaser as to the accuracy, as of the Closing Date, of the Purchaser’s representations and warranties and the performance of its covenants to be performed at or before the Closing with particulars of any inaccuracy or non-performance (the “Purchaser Closing Certificate”); and (iv) the consent to act as managing director of the Company signed by the person nominated by the Purchaser to act as managing director of the Company with effect as of the Effective Time.

Closing Actions. 7.2.1 On the Closing Date, the Parties shall concurrently (Zug um Zug) execute perform the following acts and execute and deliver (abschließen) the following agreements and documents actions (the “Closing Actions”): (a) Vendor’s Closing Deliveries The Vendor will deliver or cause to be delivered the following to the Purchaser: (i) a certified copy of resolutions the Seller shall confirm the outstanding amount, including any interest accrued, under the Additional Funding, if any, that must be repaid on the Closing Date in order to fully repay and terminate the shareholder loan in respect of the directors of the Vendor authorizing the execution and delivery of this Agreement and all transactions contemplated hereby; (ii) a certificate of the Vendor as to the accuracy as of the Closing Date, of the Vendor’s representations and warranties, the performance of its covenants to be performed at or before the Closing with particulars of any material inaccuracy or non-performance, including the absence of any Material Adverse Change as set forth in Section 6.2(b)(vii) Additional Funding (the “Vendor Closing CertificateOutstanding Amount”); and (iii) a shareholders’ resolution of the Company signed by the Vendor as the sole shareholder of the Company terminating the current managing director pursuant to Section 5.12 effective as of the Effective Time and appointing one person nominated by the Purchaser as managing director of the Company with effect as of the Effective Time. (b) Guarantor’s Closing Deliveries The Guarantor will deliver the following to the Purchaser: (i) a certified copy of resolutions of the directors of the Guarantor authorizing the execution and delivery of this Agreement and all transactions contemplated hereby; and (ii) a certificate of the Guarantor as to the accuracy, as of the Closing Date, of the Guarantor’s representations and warranties with particulars of any material inaccuracy. (c) Purchaser Guarantor’s Closing Deliveries The Purchaser Guarantor will deliver the following to the Vendor: (i) a certified copy of resolutions of the directors of the Purchaser Guarantor authorizing the execution and delivery of this Agreement and all transactions contemplated hereby; and (ii) a certificate of the Purchaser Guarantor as to the accuracy, as of the Closing Date, of the Purchaser Guarantor’s representations and warranties with particulars of any material inaccuracy. (d) Purchaser’s Closing Deliveries The Purchaser will deliver the following to the Vendor: (i) the Closing Date Payment Amount in immediately available funds pursuant to Section 2.2(a)(ii); (ii) if the W&I Insurance has been entered into by the Closing Date, (a) the Seller shall deliver to the Purchaser a certified copy of resolutions the Bring-Down Certificate, and (b) the Purchaser shall deliver to the Seller evidence of the directors fact that the W&I Insurance includes an express waiver from the W&I Insurer of the Purchaser authorizing the execution and delivery any rights of this Agreement and all transactions contemplated herebysubrogation as set forth in Clause 13.2.4; (iii) a certificate of the Purchaser as shall pay the Purchase Price to the accuracy, Seller by transferring the amount set out in Clause 3.1 to the Seller by means of a wire transfer of immediately available funds to the bank account of such Seller as of the Closing Date, of notified by it to the Purchaser’s representations and warranties and the performance of its covenants to be performed at or before the Closing with particulars of any inaccuracy or non-performance (the “Purchaser Closing Certificate”); and; (iv) the consent Purchaser shall pay the Outstanding Amount, if any, to act as managing director the Seller by transferring the amount notified to it pursuant to Clause 7.2.1 (i) to the Seller by means of a wire transfer of immediately available funds to the bank account of the Company signed Seller as notified by it to the Purchaser; (v) following receipt of the Purchase Price, the Seller shall deliver to the Purchaser a written statement confirming receipt of the Purchase Price; (vi) following receipt of the Outstanding Amount under the Additional Funding, if any, the Seller shall deliver to the Purchaser a written statement confirming receipt thereof and confirming the repayment and termination of the underlying shareholder loan; (vii) the Seller shall deliver evidence to the Purchaser that the pledge on the Shares pursuant to a share pledge agreement dated 20 November 2023 between the Seller as security provider and KBC Bank NV as security agent has been fully and irrevocable released; (viii) the Purchaser and the Seller shall record and sign the transfer of the Shares by the person nominated Seller to the Purchaser in the share register of the Company; (ix) the Seller shall deliver to the Purchaser a duly signed letter pursuant to which the Seller grants Euronav a priority right for certain commercial opportunities, substantially on the terms as included in Schedule 7.2.1(ix), and Euronav shall countersign such letter for acceptance; (x) to the extent necessary, the Parties shall sign an assignment agreement pursuant to which the Seller shall assign, to ▇▇▇.▇▇▇▇, the “▇▇▇.▇▇▇▇” sign as well as any related trademarks, trade names, domain names, copyrights and similar Intellectual Property Rights, substantially on the terms as included in Schedule 7.2.1(x); (xi) the Parties shall sign, and the Seller shall cause any other relevant entity of the CMB Group (with the exclusion of Euronav and its affiliates) to sign a license agreement in relation to the licensing of the “Bocimar”, “Bochem” and “Delphis” (word and/or device) signs, substantially on the terms as included in Schedule 7.2.1(xi); (xii) to the extent any Windcat Domain Names are registered in name of an entity of the CMB Group other than a Group Company, the Seller shall deliver evidence of the transfer of such domain name to a Group Company; and (xiii) the Seller shall deliver to the Purchaser evidence of the satisfaction of its pre-Closing Covenants set forth in Clause 6.6. 7.2.2 The effectiveness of each of the Closing Actions is conditional upon the fulfilment of all of the other Closing Actions. 7.2.3 The Purchaser may at any time waive any of the Closing Actions required to be done by the Purchaser to act as managing director Seller, and the Seller may at any time waive any of the Company Closing Actions required to be done by the Purchaser. 7.2.4 If a Party fails to fulfil any of its Closing Actions, then the Purchaser (if the Seller fails to fulfil any of its Closing Actions) or the Seller (if the Purchaser fails to fulfil any of its Closing Actions) may: (i) proceed to Closing to the extent reasonably possible and permitted by Law, which shall include for the avoidance of doubt the right to claim specific performance; (ii) defer Closing, in which event the provisions of this Clause 7 shall apply to Closing so deferred, provided that Closing cannot be deferred past the Long Stop Date; or (iii) terminate this Agreement in accordance with effect as Clause 15, in which case all Closing Actions already fulfilled shall be deemed null and void. Such termination right is without prejudice to any other rights or remedies which the non-defaulting Party may have under applicable Law against the Party in breach of the Effective Timeits Closing Actions.

Closing Actions. On the Closing Date, the Parties Seller and the Purchaser shall concurrently simultaneously (Zug um Zug) execute ), take the following acts and execute and deliver (abschließen) the following agreements and documents 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) Vendor’s 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 Deliveries The Vendor will deliver or cause to be delivered the following Indebtedness to the Purchaser: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) a certified copy of resolutions delivery by the Seller of the directors of the Vendor authorizing the execution and delivery of this Agreement and all transactions contemplated herebyduly executed Shareholder Loan Termination Agreement; (iij) a certificate delivery by the Seller of the Vendor as to duly executed agreement regarding the accuracy as conversion of the Closing Date, Existing Profit Transfer Claim into the Existing PLTA Shareholder Loan; (k) delivery by the Seller of the Vendorduly 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 representations and warranties, the performance of its covenants to be performed at or before the Closing with particulars of any material inaccuracy or non-performance, including the absence of any Material Adverse Change Certificate (as set forth defined in Section 6.2(b)(vii15.3 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 “Vendor Closing Certificate”)German Share Transfer Agreement and the Belgian Share Transfer Agreement between the Seller and the Purchaser; and (iiip) a shareholders’ resolution execution of the Company signed by transfer agreement (Vertragsübernahme) regarding the Vendor as PLTA Shareholder Loan between the sole shareholder of the Company terminating the current managing director pursuant to Section 5.12 effective as of the Effective Time Seller and appointing one person nominated by the Purchaser as managing director of the Company with effect as of the Effective Time. (b) Guarantor’s Closing Deliveries The Guarantor will deliver the following to the Purchaser: (i) a certified copy of resolutions of the directors of the Guarantor authorizing the execution and delivery of this Agreement and all transactions contemplated hereby; and (ii) a certificate of the Guarantor as to the accuracy, as of the Closing Date, of the Guarantor’s representations and warranties with particulars of any material inaccuracy. (c) Purchaser Guarantor’s Closing Deliveries The Purchaser Guarantor will deliver the following to the Vendor: (i) a certified copy of resolutions of the directors of the Purchaser Guarantor authorizing the execution and delivery of this Agreement and all transactions contemplated hereby; and (ii) a certificate of the Purchaser Guarantor as to the accuracy, as of the Closing Date, of the Purchaser Guarantor’s representations and warranties with particulars of any material inaccuracy. (d) Purchaser’s Closing Deliveries The Purchaser will deliver the following to the Vendor: (i) the Closing Date Payment Amount in immediately available funds pursuant to Section 2.2(a)(ii); (ii) a certified copy of resolutions of the directors of the Purchaser authorizing the execution and delivery of this Agreement and all transactions contemplated hereby; (iii) a certificate of the Purchaser as to the accuracy, as of the Closing Date, of the Purchaser’s representations and warranties and the performance of its covenants to be performed at or before the Closing with particulars of any inaccuracy or non-performance (the “Purchaser Closing Certificate”); and (iv) the consent to act as managing director of the Company signed by the person nominated by the Purchaser to act as managing director of the Company with effect as of the Effective Time.

Closing Actions. On At the Closing DateClosing, the Parties following transactions shall concurrently (Zug um Zug) execute the following acts and execute and deliver (abschließen) the following agreements and documents (the “Closing Actions”):be taken: (a) Vendor’s Closing Deliveries The Vendor will deliver or cause to be delivered the following to the PurchaserParent shall deliver: (i) to each Member who delivers a certified copy Letter of resolutions 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 directors of the Vendor authorizing the execution and delivery of this Agreement and all transactions contemplated herebyClosing Cash Merger Consideration allocable to such Member as set forth on Exhibit G (as updated pursuant to Section 2.4(f)); (ii) a certificate to the Exchange Agent, an amount in cash equal to the difference, if any, between the Closing Cash Merger Consideration and the aggregate amount of the Vendor as Closing Cash Merger Consideration distributed pursuant to Section 2.6(a)(i); (iii) to each Stockholder Member, to the accuracy as accounts designated in writing by such Stockholder Member in its Letter of Transmittal delivered to Parent no later than three (3) Business Days prior to the Closing Date, such Stockholder Member’s allocable portion of the Vendor’s representations and warranties, the performance of its covenants to be performed at or before the Closing with particulars of any material inaccuracy or non-performance, including the absence of any Material Adverse Change Stock Merger Consideration as set forth on Exhibit G (as updated pursuant to Section 2.4(f)); (iv) to the Escrow Agent, (x) the Working Capital Escrow Amount for deposit in Section 6.2(b)(viithe 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 Escrow Agent and distributed by the Escrow Agent in accordance with the terms of the Escrow Agreement and the applicable provisions of this Agreement; (v) by wire transfer of immediately available funds to the “Vendor 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 Certificate”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 Agent, an executed copy of the Escrow Agreement; and (iiiix) a shareholdersto the Members’ resolution 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 signed by (the Vendor as the sole shareholder of the Company terminating the current managing director pursuant to Section 5.12 effective as of the Effective Time and appointing one person nominated by the Purchaser as managing director of the Company with effect as of the Effective Time“Exchange Agent Agreement”). (b) Guarantor’s Closing Deliveries The Guarantor will deliver the following to the PurchaserMembers’ Representative shall deliver: (i) a certified to Parent and the Escrow Agent, an executed copy of resolutions of the directors of the Guarantor authorizing the execution and delivery of this Agreement and all transactions contemplated herebyEscrow Agreement; and (ii) a certificate to Parent and the Exchange Agent, an executed copy of the Guarantor as to the accuracy, as of the Closing Date, of the Guarantor’s representations and warranties with particulars of any material inaccuracyExchange Agent Agreement. (c) Purchaser Guarantor’s Closing Deliveries The Purchaser Guarantor will deliver the following to the Vendor: (i) a certified copy of resolutions of the directors of the Purchaser Guarantor authorizing the execution and delivery of this Agreement and all transactions contemplated hereby; and (ii) a certificate of the Purchaser Guarantor as to the accuracy, as of the Closing Date, of the Purchaser Guarantor’s representations and warranties with particulars of any material inaccuracy. (d) Purchaser’s Closing Deliveries The Purchaser will deliver the following to the Vendor: (i) the Closing Date Payment Amount in immediately available funds pursuant to Section 2.2(a)(ii); (ii) a certified copy of resolutions of the directors of the Purchaser authorizing the execution and delivery of this Agreement and all transactions contemplated hereby; (iii) a certificate of the Purchaser as to the accuracy, as of the Closing Date, of the Purchaser’s representations and warranties and the performance of its covenants to be performed at or before the Closing with particulars of any inaccuracy or non-performance (the “Purchaser Closing Certificate”); and (iv) the consent to act as managing director of the Company signed by the person nominated by the Purchaser to act as managing director of the Company with effect as of the Effective Time.

Closing Actions. 8.2.1 On the Agreed Closing Date, the Parties Sellers and the Purchaser shall concurrently simultaneously (Zug um Zug) execute take the following acts and execute and deliver actions (abschließen) the following agreements and documents (the “"Closing Actions”):") in the sequence as set out below: (a) Vendor’s Closing Deliveries The Vendor will deliver or cause to be delivered Sellers' Representative provides the following Purchaser with copies of the consent of the Company's management board members and the chairman of the supervisory board to the Purchaser: (i) a certified copy of resolutions Transaction and to the sales and transfers of the directors of the Vendor authorizing the execution and delivery of this Agreement and all transactions contemplated hereby; (ii) a certificate of the Vendor as to the accuracy as of the Closing Date, of the Vendor’s representations and warranties, the performance of its covenants to be performed at or before the Closing with particulars of any material inaccuracy or non-performance, including the absence of any Material Adverse Change as set forth in Section 6.2(b)(vii) (the “Vendor Closing Certificate”); and (iii) a shareholders’ resolution of the Company signed by the Vendor as the sole shareholder of the Company terminating the current managing director Sold Stocks hereunder pursuant to Section 5.12 effective as 4 of the Effective Time and appointing one person nominated by the Purchaser as managing director Articles of the Company with effect as of the Effective TimeAssociation. (b) Guarantor’s Closing Deliveries The Guarantor will deliver Purchaser pays the following Escrow Amount to the Purchaser: (i) a certified copy of resolutions of Escrow Account in accordance with Section 19, provided that, however, the directors of Purchaser may elect to pay the Guarantor authorizing the execution and delivery of this Agreement and all transactions contemplated hereby; and (ii) a certificate of the Guarantor as Escrow Amount prior to the accuracy, as Agreed Closing Date and that such payment shall be deemed fulfilment of the Closing Date, of the Guarantor’s representations and warranties with particulars of any material inaccuracyAction set forth in this Section 8.2.1(b). (c) Purchaser Guarantor’s Closing Deliveries The Purchaser Guarantor will deliver Escrow Agent confirms the following to the Vendor: (i) a certified copy of resolutions receipt of the directors of Escrow Amount on the Escrow Account vis-à-vis the Purchaser Guarantor authorizing and the execution and delivery of this Agreement and all transactions contemplated hereby; and (ii) a certificate of the Purchaser Guarantor as to the accuracy, as of the Closing Date, of the Purchaser Guarantor’s representations and warranties with particulars of any material inaccuracySellers. (d) Purchaser’s Closing Deliveries The Purchaser will deliver the following hands over to the Vendor:Escrow Agent a written instruction in the form as attached hereto as Exhibit 8.2.1(d) to release the Escrow Amount including the Closing Tranche Purchase Price in accordance with the Escrow Agreement ("Initial Release Notice"). (ie) The Purchaser and the Closing Date Payment Amount in immediately available funds pursuant Sellers' Representative instruct the Company's management board members to Section 2.2(a)(ii); (ii) a certified copy of resolutions of the directors of the Purchaser authorizing the execution and delivery of this Agreement and all transactions contemplated hereby; (iii) a certificate of enter the Purchaser as to new owner of the accuracy, Sold Stocks in the Shareholder Register. (f) The supervisory board of the Company adopts a resolution as attached hereto as Exhibit 8.2.1(f) regarding the appointment of another management board member. 8.2.2 The Purchaser may waive the performance of the Closing DateActions set forth in Sections 8.2.1(a), of the Purchaser’s representations 8.2.1(e) and warranties and the performance of its covenants to be performed at or before the Closing with particulars of any inaccuracy or non-performance (the “Purchaser Closing Certificate”); and (iv) the consent to act as managing director of the Company signed by the person nominated by the Purchaser to act as managing director of the Company with effect as of the Effective Time.8.2.1

Closing Actions. On the Closing Date, the Parties shall concurrently (Zug um Zug) execute the following acts and execute and deliver (abschließen) the following agreements and documents (the “Closing Actions”): (a) Vendor’s Closing Deliveries The Vendor will deliver or cause to be delivered At the following to the PurchaserClosing, 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 certified copy of resolutions of cash amount equal to the directors of the Vendor authorizing the execution and delivery of this Agreement and all transactions contemplated herebyBase Blocker Seller Consideration; (ii) a certificate pay, or cause to be paid, by wire transfer of immediately available funds to the Paying Agent, for the benefit of the Vendor as Merger Participants (for the avoidance of doubt, excluding the Rollover Sellers with respect to their Rollover Units), a cash amount equal to the accuracy as of Merger Participant Closing Date Consideration; (iii) pay, or cause to be paid, to the Closing Date, of the Vendor’s representations and warrantiesEscrow Agent, the performance of its covenants Adjustment Escrow Amount, to be performed at 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 before cause to be deposited, by wire transfer of immediately available funds to one or more bank accounts designated in writing by the Closing Seller Representative, the Seller Representative Expense Fund with particulars of any material inaccuracy or non-performance, including the absence of any Material Adverse Change as set forth in Section 6.2(b)(vii) (the “Vendor Closing Certificate”)Seller Representative; and (iiiv) 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 shareholders’ resolution 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 signed by that will be utilized to make such payments under the Vendor as the sole shareholder of the Company terminating the current managing director pursuant to Section 5.12 effective as of the Effective Time and appointing one person nominated by the Purchaser as managing director of the Company with effect as of the Effective TimePhantom Equity Plan. (b) Guarantor’s Closing Deliveries The Guarantor will At the Closing, Buyer and the Seller Representative shall deliver joint written instructions in accordance with the following Paying Agent Agreement to the Purchaser: (i) a certified copy of resolutions Paying Agent to, promptly following receipt of the directors of the Guarantor authorizing the execution and delivery of this Agreement and all transactions contemplated hereby; and (ii) a certificate of the Guarantor as amounts set forth in Section 2.7(a)(ii), pay to each Merger Participant who shall have delivered to the accuracy, as of Company not less than three (3) Business Days prior to the Closing DateDate 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 such amounts shall be payable by wire transfer of immediately available funds on the GuarantorClosing 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 representations and warranties with particulars Letter of any material inaccuracyTransmittal. (c) Purchaser Guarantor’s Closing Deliveries The Purchaser Guarantor will deliver Immediately following the following to the Vendor: (i) a certified copy of resolutions consummation of the directors Mergers in accordance with Sections 2.1(a) and 2.1(b), Buyer shall pay, or cause to be paid, on behalf of the Purchaser Guarantor authorizing the execution and delivery of this Agreement and all transactions contemplated hereby; and Company (iior its designees) a certificate of the Purchaser Guarantor as to the accuracy, as of the Closing Date, of the Purchaser Guarantor’s representations and warranties with particulars of any material inaccuracy. (d) Purchaser’s Closing Deliveries The Purchaser will deliver the following to the Vendor: (i) the Closing Date Payment Loan Agreement Payoff Amount in immediately available funds and (ii) subject to Section 2.15 and excluding any amounts paid pursuant to Section 2.2(a)(ii2.7(a)(v); (ii) a certified copy of resolutions , to the Persons entitled to payment in respect of the directors of Seller Expenses as specified in the Purchaser authorizing Preliminary Closing Statement (as defined below) (and the execution and delivery of this Agreement Company shall have delivered or caused to be delivered to Buyer at least three (3) Business Days prior to the Closing final invoices, wire instructions and all transactions contemplated hereby; (iii) a certificate of the Purchaser as other information necessary for payment with respect to the accuracy, as of the Closing Date, of the Purchaser’s representations and warranties and the performance of its covenants to be performed at or before the Closing with particulars of any inaccuracy or non-performance (the “Purchaser Closing Certificate”all Seller Expenses); and (iv) the consent to act as managing director of the Company signed by the person nominated by the Purchaser to act as managing director of the Company with effect as of the Effective Time.

Closing Actions. On At the Closing Date, the Parties shall concurrently (Zug um Zug) execute the following acts and execute and deliver (abschließen) the following agreements and documents (the “Closing Actions”):Closing, (a) Vendor’s Closing Deliveries The Vendor will deliver the Purchaser is delivering the Purchase Price to the Seller by wire transfer to such account previously specified by the Seller; (b) the Seller is delivering the Convertible Note to the Purchaser; (c) the Seller and Cablevision are delivering to each other an amended and restated License (the "Amended and Restated License"); (d) the Seller and Cablevision are delivering to each other an amended and restated Joint Collaboration and License Agreement (the "Amended and Restated Joint Collaboration and License Agreement"); (e) the Seller and Cablevision are delivering to each other the iPoint technology license agreement (the "iPoint License Agreement"); (f) the Seller, Cablevision and ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, as escrow agent are delivering to each other a proprietary information escrow agreement (the "Escrow Agreement") and the Seller is making the deliveries required thereunder; (g) the Seller and Cablevision are delivering to each other an option agreement regarding certain of the Seller's technology (the "Option Agreement"); (h) the Seller is delivering to the Purchaser, all certificates or cause 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 following 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 Purchaser:Purchaser hereunder as part of the Collateral securing the Secured Obligations; (i) a certified copy of resolutions of Presencia en Medios, S. A., Publicidad Virtual, S.A. de C.V. and the directors of the Vendor authorizing the execution and delivery of this Agreement and all transactions contemplated hereby; (ii) a certificate of the Vendor as Seller are delivering to each other an amendment to the accuracy as of the Closing DateConsultant Services Agreement among then dated September 20, of the Vendor’s representations and warranties, the performance of its covenants to be performed at or before the Closing with particulars of any material inaccuracy or non-performance, including the absence of any Material Adverse Change as set forth in Section 6.2(b)(vii) (the “Vendor Closing Certificate”); and (iii) a shareholders’ resolution of the Company signed by the Vendor as the sole shareholder of the Company terminating the current managing director pursuant to Section 5.12 effective as of the Effective Time and appointing one person nominated by the Purchaser as managing director of the Company with effect as of the Effective Time. (b) Guarantor’s Closing Deliveries The Guarantor will deliver the following to the Purchaser: (i) a certified copy of resolutions of the directors of the Guarantor authorizing the execution and delivery of this Agreement and all transactions contemplated hereby; and (ii) a certificate of the Guarantor as to the accuracy, as of the Closing Date, of the Guarantor’s representations and warranties with particulars of any material inaccuracy. (c) Purchaser Guarantor’s Closing Deliveries The Purchaser Guarantor will deliver the following to the Vendor: (i) a certified copy of resolutions of the directors of the Purchaser Guarantor authorizing the execution and delivery of this Agreement and all transactions contemplated hereby; and (ii) a certificate of the Purchaser Guarantor as to the accuracy, as of the Closing Date, of the Purchaser Guarantor’s representations and warranties with particulars of any material inaccuracy. (d) Purchaser’s Closing Deliveries The Purchaser will deliver the following to the Vendor: (i) the Closing Date Payment Amount in immediately available funds pursuant to Section 2.2(a)(ii)2001; (ii) a certified copy of resolutions of the directors of the Purchaser authorizing the execution and delivery of this Agreement and all transactions contemplated hereby; (iii) a certificate of the Purchaser as to the accuracy, as of the Closing Date, of the Purchaser’s representations and warranties and the performance of its covenants to be performed at or before the Closing with particulars of any inaccuracy or non-performance (the “Purchaser Closing Certificate”); and (iv) the consent to act as managing director of the Company signed by the person nominated by the Purchaser to act as managing director of the Company with effect as of the Effective Time.

Closing Actions. On Subject to the terms of this Agreement, (a) 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 Seller; (ii) the Seller is delivering a Convertible Note in the face amount of the First Closing Purchase Price to the Purchaser; (iii) the Seller is delivering to each of Presencia and PVI Holding a check in the amount of $25,000 payable to it in immediately available funds for the reimbursement of fees and expenses described in Section 19 hereof. (iv) the Purchaser and PVI Holding are delivering to each other an intercreditor agreement (the "Intercreditor Agreement"); (v) the Seller and Cablevision are delivering to each other an amendment to the Option Agreement by and between the Seller and Cablevision dated as of June 25, 2002 (the "Option Agreement"); (vi) the Seller and Cablevision are delivering to each other an amendment to the Proprietary Information Escrow Agreement by and among the Seller, Cablevision and ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, dated as of June 25, 2002 (the "Escrow Agreement"); (vii) the Seller and each of ▇▇▇▇▇ ▇▇▇▇ 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 Parties shall concurrently (Zug um Zug) execute the following acts and execute and deliver (abschließen) the following agreements and documents (the “Closing Actions”): (a) Vendor’s Closing Deliveries The Vendor will deliver or cause to be delivered the following to the Purchaser: (i) a certified copy of resolutions of the directors of Seller's Board approving the Vendor authorizing the execution and delivery of transactions contemplated by this Agreement and all 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; (iixiii) a certificate of the Vendor as Cablevision is delivering to the accuracy as of Seller its waiver and consent with respect to the Closing Date, of transactions contemplated hereunder to the Vendor’s representations and warranties, extent required under the performance of its covenants to be performed at or before the Closing with particulars of any material inaccuracy or non-performance, including the absence of any Material Adverse Change as set forth in Section 6.2(b)(vii) (the “Vendor Closing Certificate”)Option Agreement; and (iiixiv) a shareholders’ resolution following its receipt of the Company signed by First Closing Purchase Price, the Vendor as Seller is delivering to Presencia $150,000 to be applied to the sole shareholder of the Company terminating the current managing director pursuant to Section 5.12 effective principal amounts outstanding as of the Effective Time and appointing one person nominated by date of such closing with respect to the Purchaser Contingent Service Fee (as managing director of such term is defined in the Company with effect as of the Effective TimeConsultant Services Agreement) for 2001. (b) Guarantor’s Closing Deliveries The Guarantor will deliver at the following to the PurchaserSecond Closing: (i) a certified copy of resolutions of Purchaser will deliver an amount equal to the directors of Second Closing Purchase Price by wire transfer to such account previously specified by the Guarantor authorizing the execution and delivery of this Agreement and all transactions contemplated hereby; andSeller: (ii) the Seller will deliver a certificate Convertible Note in the aggregate principal amount of the Guarantor as Second Closing Purchase Price to the accuracy, as of the Closing Date, of the Guarantor’s representations and warranties with particulars of any material inaccuracy. (c) Purchaser Guarantor’s Closing Deliveries The Purchaser Guarantor will deliver the following to the Vendor: (i) a certified copy of resolutions of the directors of the Purchaser Guarantor authorizing the execution and delivery of this Agreement and all transactions contemplated hereby; and (ii) a certificate of the Purchaser Guarantor as to the accuracy, as of the Closing Date, of the Purchaser Guarantor’s representations and warranties with particulars of any material inaccuracy. (d) Purchaser’s Closing Deliveries The Purchaser will deliver the following to the Vendor: (i) the Closing Date Payment Amount in immediately available funds pursuant to Section 2.2(a)(ii); (ii) a certified copy of resolutions of the directors of the Purchaser authorizing the execution and delivery of this Agreement and all transactions contemplated hereby; (iii) the Seller will deliver to the Purchaser a certificate certificate, executed on behalf of the Purchaser as to the accuracySeller by its Secretary, dated as of the Second Closing Date, certifying the resolutions of the Purchaser’s representations Seller's Board and warranties any duly authorized committee thereof, approving the transactions contemplated by this Agreement and the performance of its covenants to be performed at or before the Closing with particulars of any inaccuracy or non-performance (the “Purchaser Closing Certificate”)other Transaction Documents; and (iv) the consent Seller will deliver to act as managing director the Purchaser an opinion of the Company signed 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 person nominated by Seller, it being agreed that the Purchaser Purchasers will deliver an aggregate amount equal to act as managing director the Third Closing Purchase Price at the Third Closing; (iii) the Seller will deliver Convertible Notes in the aggregate principal amount of the Company with effect 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 Effective Timedate of such closing with respect to the Contingent Service Fee (as such term is defined in the Consultant Services Agreement) for 2001; (vii) the Seller and PVI Holding will deliver to each other an amendment to the Stock Purchase Agreement in the form attached hereto as Exhibit 2.4(b)(vii); (viii) the Seller will deliver to the Purchasers an opinion of the Seller's counsel in substantially the form delivered at the First Closing; (ix) if neither ▇▇▇▇▇ ▇▇▇▇ nor ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ is then serving as a co-CEO of the Seller (or as the sole CEO if one of them shall cease to so serve), the Seller shall have delivered to the Purchasers and PVI Holding a certificate executed by one of its officers stating that the representations and warranties made by the Seller in Section 4 hereof are true and correct as of the Third Closing Date with the same force and effect as if they had been made on and as of said date; (x) if Presencia requests, the Seller will deliver to one or more of the Purchasers who are Presencia's designees (including, without limitation, directors, officers and direct or indirect shareholders of Presencia, other than ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ or ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇) warrants to purchase up to an aggregate of 100,000 shares of the Seller's common stock at an exercise price of $1.50 per share and with a term of four (4) years, substantially in the form of the Amended Presencia Warrant Certificates; and (xi) the Seller is delivering to the Purchaser a certificate, executed on behalf of the Seller by its Secretary, dated as of the Third Closing Date, certifying the resolutions of the Seller's Board approving the transactions contemplated by this Agreement and the other Transaction Documents."

Closing Actions. (a) On the Closing Date, the Parties shall concurrently (Zug um Zug) execute Purchaser will purchase from the following acts Shareholder all of the issued and execute outstanding capital stock of the Company, and deliver (abschließen) the following agreements and documents Purchaser will pay to the Shareholder an amount equal to the Per Share Closing Payment multiplied by the number of shares of capital stock of the Company being sold by the Shareholder (the “Shareholder Closing ActionsCash Amount”): (a) Vendor’s Closing Deliveries The Vendor will deliver or cause to be delivered the following to the Purchaser: reduced by (i) a certified copy of resolutions the Shareholder Portion of the directors Indemnification Escrow Amount (which amount will be deposited with the Escrow Agent pursuant to the terms of the Vendor authorizing Escrow Agreement (Shareholder), which the execution and delivery of this Agreement and all transactions contemplated hereby; Purchaser will pay to the Escrow Agent in accordance with Section 1.4 hereof, (ii) a certificate the Shareholder Portion of the Vendor as Working Capital Escrow Amount (which amount will be deposited with the Escrow Agent pursuant to the accuracy as terms of the Closing DateEscrow Agreement (Shareholder), of which the Vendor’s representations Purchaser shall pay to the Escrow Agent in accordance with Section 1.4 hereof, and warranties, the performance of its covenants to be performed at or before the Closing with particulars of any material inaccuracy or non-performance, including the absence of any Material Adverse Change as set forth in Section 6.2(b)(vii) (the “Vendor Closing Certificate”); and (iii) a shareholders’ resolution the amount of the Company signed Shareholder Expense Fund (which amount Purchaser will deposit into an account designated by the Vendor as Shareholder pursuant to the sole shareholder terms of the Company terminating the current managing director pursuant to Section 5.12 effective as of the Effective Time and appointing one person nominated by the Purchaser as managing director of the Company with effect as of the Effective TimeShareholder Expense Fund Agreement). (b) Guarantor’s Closing Deliveries The Guarantor will deliver the following to the Purchaser: (i) a certified copy of resolutions of the directors of the Guarantor authorizing the execution and delivery of this Agreement and all transactions contemplated hereby; and (ii) a certificate of the Guarantor as to the accuracy, as of 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 Guarantor’s representations and warranties with particulars Company for a purchase price equal to the Per Share Closing Payment multiplied by the number of any material inaccuracyPhantom 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) Purchaser Guarantor’s Closing Deliveries The Purchaser Guarantor will deliver On or the following to the Vendor: (i) a certified copy of resolutions of the directors of the Purchaser Guarantor authorizing the execution and delivery of this Agreement and all transactions contemplated hereby; and (ii) a certificate of the Purchaser Guarantor as to the accuracy, as of day after the Closing Date, the Company will pay to each Phantom Unit Holder in accordance with each duly executed Phantom Unit Amendment Agreement each Individual Phantom Unit Holder’s Portion of the Purchaser Guarantor’s representations and warranties with particulars of any material inaccuracy. Aggregate Cancelled Phantom Unit Holder Amount less the Aggregate Cancelled Phantom Unit Holder Reduction Amount (dthe “Aggregate Cancelled Phantom Unit Holder Closing Cash Amount”) Purchaser’s Closing Deliveries The Purchaser will deliver the following to the Vendor: reduced by (i) the Closing Date Payment Amount in immediately available funds 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 2.2(a)(ii1.4 hereof); , (ii) a certified copy of resolutions the Phantom Unit Holder Portion of the directors Working Capital Escrow Amount (which amount will be deposited with the Escrow Agent pursuant to the terms of the Purchaser authorizing Escrow Agreement (Phantom Unit Holder), which the execution and delivery of this Agreement and all transactions contemplated hereby; Company shall deliver to the Escrow Agent in accordance with Section 1.4 hereof), (iii) a certificate the Phantom Unit Holder Expense Fund Portion of the Purchaser as Noteholder/Phantom Unit Holder Expense Fund (which amount will be deposited with the Expense Fund Escrow Agent pursuant to the accuracy, as terms of the Closing DateExpense Fund Escrow Agreement), of the Purchaser’s representations and warranties and the performance of its covenants to be performed at or before the Closing with particulars of any inaccuracy or non-performance (the “Purchaser Closing Certificate”); and (iv) the consent to act as managing director amount of the Phantom Unit Holder Administrative Expense Fund (which amount the Company signed will deposit into an account designated by the person nominated by Phantom Unit Holder Representative pursuant to the Purchaser to act as managing director terms of the Phantom Unit Amendment Agreement), and (v) such amounts as the Company is required to deduct and withhold with effect as respect to the making of such payment under the Effective TimeCode or any provision of state, local or foreign Tax law. The payments shall be paid through the Company’s employee payroll processing system.

Closing Actions. On the Scheduled Closing Date, the Parties shall concurrently take the following actions ("Closing Actions") simultaneously (Zug um Zug) execute the following acts and execute and deliver (abschließen) the following agreements and documents (the “Closing Actions”): 9.2.1 The Purchaser shall (a) Vendor’s Closing Deliveries The Vendor will deliver or cause Upon request of the Sellers pay the Pay-off Amount set forth in Clause 4.1(b) directly to the Lenders into an account to be delivered specified in the following Release Letter, (b) Upon request of the Sellers pay the Pay-off Amount II set forth in Clause 2.4.4 into an account of the former manager to be specified by Seller 1; (c) Make the Purchaser:payment into the Escrow Account pursuant to Clause 4.4.1(b); (d) 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 Sellers of the Sellers Guarantees and due inquiry of the Management of the Company, that the Sellers Guarantees which are given as of the Closing Date pursuant to Section 10, either (i) a certified copy of resolutions of the directors of the Vendor authorizing the execution continue to be true and delivery of this Agreement and all transactions contemplated hereby; (ii) a certificate of the Vendor as to the accuracy correct as of the Closing Date, or (ii) should (i) not be the case, describe in reasonable details any Breach of the Vendor’s representations relevant Sellers' Guarantee. 9.2.3 The Sellers shall deliver to Purchaser duly executed resignation letters of the members of the advisory board (Beirat) of Verwaltungsgesellschaft and warrantiesReinfurt KG. 9.2.4 If not already done prior to Closing, the performance 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 Loans have been transferred. 9.2.6 The Purchaser shall deliver to Sellers 2 and 3 signed copies of its covenants the letter attached in Schedule 9.2.6 in draft form. 9.2.7 The Parties shall instruct the officiating notary to be performed at or before file the Closing with particulars of any material inaccuracy or non-performance, including the absence of any Material Adverse Change as set forth in Section 6.2(b)(vii) (the “Vendor Closing Certificate”); and (iii) a shareholders’ resolution updated shareholder list of the Company signed by to the Vendor as the sole shareholder Commercial Register of the Company terminating the current managing director pursuant to Section 5.12 effective as local court of the Effective Time and appointing one person nominated by the Purchaser as managing director of the Company with effect as of the Effective TimeWürzburg. (b) Guarantor’s Closing Deliveries The Guarantor will deliver the following to the Purchaser: (i) a certified copy of resolutions of the directors of the Guarantor authorizing the execution and delivery of this Agreement and all transactions contemplated hereby; and (ii) a certificate of the Guarantor as to the accuracy, as of the Closing Date, of the Guarantor’s representations and warranties with particulars of any material inaccuracy. (c) Purchaser Guarantor’s Closing Deliveries The Purchaser Guarantor will deliver the following to the Vendor: (i) a certified copy of resolutions of the directors of the Purchaser Guarantor authorizing the execution and delivery of this Agreement and all transactions contemplated hereby; and (ii) a certificate of the Purchaser Guarantor as to the accuracy, as of the Closing Date, of the Purchaser Guarantor’s representations and warranties with particulars of any material inaccuracy. (d) Purchaser’s Closing Deliveries The Purchaser will deliver the following to the Vendor: (i) the Closing Date Payment Amount in immediately available funds pursuant to Section 2.2(a)(ii); (ii) a certified copy of resolutions of the directors of the Purchaser authorizing the execution and delivery of this Agreement and all transactions contemplated hereby; (iii) a certificate of the Purchaser as to the accuracy, as of the Closing Date, of the Purchaser’s representations and warranties and the performance of its covenants to be performed at or before the Closing with particulars of any inaccuracy or non-performance (the “Purchaser Closing Certificate”); and (iv) the consent to act as managing director of the Company signed by the person nominated by the Purchaser to act as managing director of the Company with effect as of the Effective Time.

Closing Actions. On the Closing Date, subject to the terms and conditions herein, the Parties shall concurrently (Zug um Zug) execute perform and/or shall cause their Affiliates to perform the following acts and execute and deliver (abschließen) the following agreements and documents (the “Closing Actions”): (a) Vendor’s Closing Deliveries The Vendor will deliver or cause to be delivered the following to the Purchaser: (i) a certified copy of resolutions of the directors of the Vendor authorizing the execution and delivery of this Agreement and all transactions contemplated hereby; (ii) a certificate of the Vendor as to the accuracy as of the Closing Date, of the Vendor’s representations and warranties, the performance of its covenants to be performed at or before the Closing with particulars of any material inaccuracy or non-performance, including the absence of any Material Adverse Change as set forth in Section 6.2(b)(vii) (the “Vendor Closing Certificate”); and (iii) a shareholders’ resolution of the Company signed by the Vendor as the sole shareholder of the Company terminating the current managing director pursuant to Section 5.12 effective as of the Effective Time and appointing one person nominated by the Purchaser as managing director of the Company with effect as of the Effective Time. (b) Guarantor’s Closing Deliveries The Guarantor will deliver the following to the Purchaser: (i) a certified copy of resolutions of the directors of the Guarantor authorizing the execution and delivery of this Agreement and all transactions contemplated hereby; and (ii) a certificate of the Guarantor as to the accuracy, as of the Closing Date, of the Guarantor’s representations and warranties with particulars of any material inaccuracy. (c) Purchaser Guarantor’s Closing Deliveries The Purchaser Guarantor will deliver the following to the Vendor: (i) a certified copy of resolutions of the directors of the Purchaser Guarantor authorizing the execution and delivery of this Agreement and all transactions contemplated hereby; and (ii) a certificate of the Purchaser Guarantor as to the accuracy, as of the Closing Date, of the Purchaser Guarantor’s representations and warranties with particulars of any material inaccuracy. (d) Purchaser’s Closing Deliveries The Purchaser will deliver the following to the Vendoractions: (i) the Closing Date Payment Amount Buyer transfers, and the Seller receives, the Purchase Price in immediately available funds pursuant to accordance with Section 2.2(a)(ii)2.3.1; (ii) a certified copy the Parties executes the amendment to the articles of resolutions association of the directors Company, transferring the Quotas from the Seller to the Buyer, accepting the resignation of the Purchaser authorizing current officers of the execution Company appointed by Seller, approving the election of the new officers of the Company and delivery approving the new wording of this Agreement and all transactions contemplated herebythe Company’s articles of association (“Amendment to the AoA”); (iii) a certificate of the Purchaser as to Parties execute the accuracy, as of the Closing Date, of the Purchaser’s representations and warranties and the performance of its covenants to be performed at or before the Closing with particulars of any inaccuracy or non-performance (the “Purchaser Closing Certificate”); andEscrow Agreement; (iv) the consent 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 act as managing director the Buyer a copy of a quotaholder’s resolution of the Company signed Company, duly registered with the applicable commercial registry approving the management accounts, financial statements and the allocation of the results of the five (5) fiscal years prior to the Closing Date; (vii) the Seller delivers to the Buyer evidence of the transfer of the domain name <▇▇▇▇.▇▇▇.▇▇> to the Company; (viii) 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 person nominated Company to the individuals indicated by the Purchaser Buyer; (x) the Seller delivers to act as managing director the Buyer the insurance policy related to Seller’s indemnification obligation; (xi) the Seller delivers to the Buyer the Seller’s corporate approval approving the Transaction; (xii) the Seller delivers to the Buyer evidence of the Company with effect as dismissal and all severance payment foreseen by ▇▇▇ to the Company’s officer, ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇; and (xiii) the Sellers delivers to the Buyer the Company’s bank extracts of one or more bank accounts in the name of the Effective TimeCompany, indicating an aggregate balance not less than one million Brazilian Reais (R$ 1,000,000.00).

Closing Actions. On 12.1 At the Scheduled Closing Date, subject to all of the Closing DateConditions having occurred or been waived in accordance with this Agreement, the Parties shall concurrently take the following actions (the "Closing Actions") in the following order and which shall be deemed to have been taken simultaneously (Zug um Zug) execute the following acts and execute and deliver (abschließen) the following agreements and documents (the “Closing Actions”): (a) Vendor’s Closing Deliveries The Vendor will deliver or cause to be delivered 12.1.1 the following to the Purchaser: Sellers shall provide (i) a certified copy of resolutions resignation letters from the Resigning Individuals set out in agreed form in Exhibit 12.1.1, effective as of the directors of the Vendor authorizing the execution and delivery of this Agreement and all transactions contemplated hereby; (ii) a certificate of the Vendor as to the accuracy as end of the Closing Date, as well as (ii) a waiver by the Resigning Individuals waiving all claims and liabilities against the Target Group Companies except for any claims and entitlements to unpaid advisory board fees and reimbursement of travel and accommodation expenses accrued or incurred until Closing. 12.1.2 Sellers shall deliver to the Purchasers a duly signed certificate set out in agreed form in Exhibit 12.1.2(a) in respect of the Vendor’s representations Closing Conditions pursuant to Sections 11.3, 11.4, 11.6 and warranties, 11.7 and the performance Purchasers shall deliver to the Sellers a duly signed certificate set out in agreed form in Exhibit 12.1.2(b) in respect of its covenants to be performed at or before the Closing Condition pursuant to Section 11.7. 12.1.3 Subsequently and simultaneously (Zug um Zug) (a) the Purchasers or an Affiliate of the Purchasers shall pay, in either case on behalf and on account of the respective debtor as a payment in the meaning of § 267 sec. 1 of the German Civil Code (BGB) (§ 267 sec. ▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇), to the Financing Banks the Full Repayment Amount by wire transfer to the bank account(s) specified by the Financing Banks and the Purchasers shall provide to the Sellers written confirmation of that payment to the Financing Banks (or the relevant agent on their behalf); (b) the Sellers shall provide the Purchasers with particulars a confirmation of receipt of the Full Repayment Amount by the Financing Banks or the Facility Agent on behalf of the Financing Banks; (c) the Purchasers shall pay an amount to the Sellers’ Account(s) which is equal to the amount of the Aggregate Purchase Price payable to the Sellers; (d) the Sellers shall provide the Purchasers with a confirmation of receipt of the Aggregate Purchase Price; (e) the Sellers shall deliver a certificate confirming that as of the Closing Date they are not aware of any material inaccuracy or non-performancethird party claiming to own any of the Sale Shares; (f) the Sellers and Purchaser 2 shall execute any and all other instruments necessary under applicable law to transfer the Shareholder Loan Receivables to Purchaser 2; (g) the Parties shall jointly instruct the acting notary, including in the absence form as Exhibit 12.1.3(g), to file an updated shareholder’s list of any Material Adverse Change as set forth in Section 6.2(b)(vii) (the “Vendor Closing Certificate”)Company with the relevant commercial register; and (iiih) the Sellers shall grant Purchaser 1 a shareholders’ resolution notarial certified power of attorney, substantially in the form of Exhibit 12.1.3(h), pursuant to which Purchaser 1 is entitled to hold shareholder meetings and adopt shareholder resolutions of the Company signed by the Vendor Target Company, it being understood that such power of attorney ends automatically upon Purchaser 1 being considered as the sole shareholder of the Target Company terminating the current managing director pursuant to Section 5.12 effective as § 16 sec. 1, sent. 1 of the Effective Time and appointing one person nominated by the Purchaser as managing director of the Company with effect as of the Effective TimeGerman Act on limited liability companies (GmbHG). (b) Guarantor’s 12.1.4 Finally, after all Closing Deliveries The Guarantor will deliver Actions have been duly satisfied or waived in accordance with Section 12.1 as the following to case may be, the Purchaser: (i) a certified copy of resolutions of the directors of the Guarantor authorizing the execution and delivery of this Agreement and all transactions contemplated hereby; and (ii) a certificate of the Guarantor as to the accuracy, as of the Closing Date, of the Guarantor’s representations and warranties with particulars of any material inaccuracy. (c) Purchaser Guarantor’s Closing Deliveries The Purchaser Guarantor will deliver the following to the Vendor: (i) a certified copy of resolutions of the directors of the Purchaser Guarantor authorizing the execution and delivery of this Agreement and all transactions contemplated hereby; and (ii) a certificate of the Purchaser Guarantor as to the accuracy, as of the Closing Date, of the Purchaser Guarantor’s representations and warranties with particulars of any material inaccuracy. (d) Purchaser’s Closing Deliveries The Purchaser will deliver the following to the Vendor: (i) the Closing Date Payment Amount in immediately available funds pursuant to Section 2.2(a)(ii); (ii) a certified copy of resolutions of the directors of the Purchaser authorizing the execution and delivery of this Agreement and all transactions contemplated hereby; (iii) a certificate of the Purchaser as to the accuracy, as of the Closing Date, of the Purchaser’s representations and warranties Sellers and the performance Purchasers shall sign the "Closing Confirmation", a draft of its covenants to be performed at or before the Closing with particulars of any inaccuracy or non-performance (the “Purchaser Closing Certificate”); and (iv) the consent to act which is attached hereto as managing director of the Company signed by the person nominated by the Purchaser to act as managing director of the Company with effect as of the Effective TimeExhibit 12.1.

Closing Actions. On the Closing Date, the Parties shall concurrently (Zug um Zug) execute the following acts and execute and deliver (abschließen) the following agreements and documents (the “Closing Actions”): (a) Vendor’s Closing Deliveries The Vendor will deliver or cause At the Closing, subject to be delivered the following to the PurchaserSection 2.4: (i) a certified copy Buyer shall make the following payments: (A) to Seller an amount equal to the Estimated Purchase Price less the Aggregate Escrow Amount, which amount shall be paid by wire transfer of resolutions of immediately available funds to an account designated by Seller to Buyer in writing no later than two (2) Business Days prior to the directors of the Vendor authorizing the execution and delivery of this Agreement and all transactions contemplated herebyClosing Date; (iiB) a certificate with respect to each Payoff Letter provided to Seller in accordance with Section 6.12, the amount of the Vendor as Company Debt set forth therein to the accuracy as of lender or lenders entitled thereto, which amounts shall be paid in accordance with the Closing Date, of the Vendor’s representations and warranties, the performance of its covenants to be performed at or before the Closing with particulars of any material inaccuracy or non-performance, including the absence of any Material Adverse Change as instructions set forth in Section 6.2(b)(viithe applicable Payoff Letter; (C) 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 “Vendor avoidance of doubt, provide for any such payment to be made the Company for further payment at Closing Certificate”to the applicable Person); and (iiiD) a shareholders’ resolution 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 Company signed by the Vendor as the sole shareholder of the Company terminating the current managing director pursuant to Section 5.12 effective as of the Effective Time and appointing one person nominated by the Purchaser as managing director of the Company with effect as of the Effective TimeEscrow Agreement. (bii) Guarantor’s Closing Deliveries The Guarantor will Buyer shall deliver to Seller the following to the Purchaserfollowing: (iA) a certified copy the Escrow Agreement, duly executed by Buyer and the Escrow Agent. (iii) Seller shall deliver to Buyer: (A) all proper and necessary instruments for the conveyance of resolutions all of Seller’s right, title and interest in, to and under the directors of the Guarantor authorizing the execution and delivery of this Agreement and all transactions contemplated herebyCompany Interests; and (ii) a certificate of the Guarantor as to the accuracy, as of the Closing Date, of the Guarantor’s representations and warranties with particulars of any material inaccuracy. (c) Purchaser Guarantor’s Closing Deliveries The Purchaser Guarantor will deliver the following to the Vendor: (i) a certified copy of resolutions of the directors of the Purchaser Guarantor authorizing the execution and delivery of this Agreement and all transactions contemplated hereby; and (ii) a certificate of the Purchaser Guarantor as to the accuracy, as of the Closing Date, of the Purchaser Guarantor’s representations and warranties with particulars of any material inaccuracy. (d) Purchaser’s Closing Deliveries The Purchaser will deliver the following to the Vendor: (iB) the Closing Date Payment Amount in immediately available funds pursuant to Section 2.2(a)(ii); (ii) a certified copy of resolutions of the directors of the Purchaser authorizing the execution and delivery of this Agreement and all transactions contemplated hereby; (iii) a certificate of the Purchaser as to the accuracyEscrow Agreement, as of the Closing Date, of the Purchaser’s representations and warranties and the performance of its covenants to be performed at or before the Closing with particulars of any inaccuracy or non-performance (the “Purchaser Closing Certificate”); and (iv) the consent to act as managing director of the Company signed duly executed by the person nominated by the Purchaser to act as managing director of the Company with effect as of the Effective TimeSeller.

Closing Actions. On Subject to the terms of this Agreement, (a) 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 Seller; (ii) the Seller is delivering a Convertible Note in the face amount of the First Closing Purchase Price to the Purchaser; (iii) the Seller is delivering to each of Presencia and PVI Holding a check in the amount of $25,000 payable to it in immediately available funds for the reimbursement of fees and expenses described in Section 19 hereof. (iv) the Purchaser and PVI Holding are delivering to each other an intercreditor agreement (the "Intercreditor Agreement"); (v) the Seller and Cablevision are delivering to each other an amendment to the Option Agreement by and between the Seller and Cablevision dated as of June 25, 2002 (the "Option Agreement"); (vi) the Seller and Cablevision are delivering to each other an amendment to the Proprietary Information Escrow Agreement by and among the Seller, Cablevision and ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, dated as of June 25, 2002 (the "Escrow Agreement"); (vii) the Seller and each of ▇▇▇▇▇ ▇▇▇▇ 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 Parties shall concurrently (Zug um Zug) execute the following acts and execute and deliver (abschließen) the following agreements and documents (the “Closing Actions”): (a) Vendor’s Closing Deliveries The Vendor will deliver or cause to be delivered the following to the Purchaser: (i) a certified copy of resolutions of the directors of Seller's Board approving the Vendor authorizing the execution and delivery of transactions contemplated by this Agreement and all 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; (iixiii) a certificate of the Vendor as Cablevision is delivering to the accuracy as of Seller its waiver and consent with respect to the Closing Date, of transactions contemplated hereunder to the Vendor’s representations and warranties, extent required under the performance of its covenants to be performed at or before the Closing with particulars of any material inaccuracy or non-performance, including the absence of any Material Adverse Change as set forth in Section 6.2(b)(vii) (the “Vendor Closing Certificate”)Option Agreement; and (iiixiv) a shareholders’ resolution following its receipt of the Company signed by First Closing Purchase Price, the Vendor as Seller is delivering to Presencia $150,000 to be applied to the sole shareholder of the Company terminating the current managing director pursuant to Section 5.12 effective principal amounts outstanding as of the Effective Time and appointing one person nominated by date of such closing with respect to the Purchaser Contingent Service Fee (as managing director of such term is defined in the Company with effect as of the Effective TimeConsultant Services Agreement) for 2001. (b) Guarantor’s Closing Deliveries The Guarantor will deliver at the following to the PurchaserSecond Closing: (i) a certified copy of resolutions of Purchaser will deliver an amount equal to the directors of Second Closing Purchase Price by wire transfer to such account previously specified by the Guarantor authorizing the execution and delivery of this Agreement and all transactions contemplated hereby; andSeller: (ii) the Seller will deliver a certificate Convertible Note in the aggregate principal amount of the Guarantor as Second Closing Purchase Price to the accuracy, as of the Closing Date, of the Guarantor’s representations and warranties with particulars of any material inaccuracy. (c) Purchaser Guarantor’s Closing Deliveries The Purchaser Guarantor will deliver the following to the Vendor: (i) a certified copy of resolutions of the directors of the Purchaser Guarantor authorizing the execution and delivery of this Agreement and all transactions contemplated hereby; and (ii) a certificate of the Purchaser Guarantor as to the accuracy, as of the Closing Date, of the Purchaser Guarantor’s representations and warranties with particulars of any material inaccuracy. (d) Purchaser’s Closing Deliveries The Purchaser will deliver the following to the Vendor: (i) the Closing Date Payment Amount in immediately available funds pursuant to Section 2.2(a)(ii); (ii) a certified copy of resolutions of the directors of the Purchaser authorizing the execution and delivery of this Agreement and all transactions contemplated hereby; (iii) the Seller will deliver to the Purchaser a certificate certificate, executed on behalf of the Purchaser as to the accuracySeller by its Secretary, dated as of the Second Closing Date, certifying the resolutions of the Purchaser’s representations Seller's Board and warranties any duly authorized committee thereof, approving the transactions contemplated by this Agreement and the performance of its covenants to be performed at or before the Closing with particulars of any inaccuracy or non-performance (the “Purchaser Closing Certificate”)other Transaction Documents; and (iv) the consent Seller will deliver to act as managing director the Purchaser an opinion of the Company signed 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 person nominated by Seller, it being agreed that the Purchaser Purchasers will deliver an aggregate amount equal to act as managing director the Third Closing Purchase Price at the Third Closing; (iii) the Seller will deliver Convertible Notes in the aggregate principal amount of the Company with effect 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 Effective Timedate of such closing with respect to the Contingent Service Fee (as such term is defined in the Consultant Services Agreement) for 2001; (vii) the Seller and PVI Holding will deliver to each other an amendment to the Stock Purchase Agreement in the form attached hereto as Exhibit 2.4(b)(vii); (viii) the Seller will deliver to the Purchasers an opinion of the Seller's counsel in substantially the form delivered at the First Closing; (ix) if neither ▇▇▇▇▇ ▇▇▇▇ nor ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ is then serving as a co-CEO of the Seller (or as the sole CEO if one of them shall cease to so serve), the Seller shall have delivered to the Purchasers and PVI Holding a certificate executed by one of its officers stating that the representations and warranties made by the Seller in Section 4 hereof are true and correct as of the Third Closing Date with the same force and effect as if they had been made on and as of said date; and (x) the Seller will deliver to the Purchaser a certificate, executed on behalf of the Seller by its Secretary, dated as of the Third Closing Date, certifying the resolutions of the Seller's Board approving the transactions contemplated by this Agreement and the other Transaction Documents. (d) at the Fourth 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 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 Fourth Closing Date with the same force and effect as if they had been made on and as of said date; and (vii) if Presencia requests, the Seller will deliver to one or more of the Purchasers who are Presencia's designees (including, without limitation, directors, officers and direct or indirect shareholders of Presencia, other than ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ or ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇) warrants to purchase up to an aggregate of 100,000 shares of the Seller's common stock at an exercise price of $1.50 per share and with a term of four (4) years, substantially in the form of the Amended Presencia Warrant Certificates."

Closing Actions. On the Closing DateSimultaneously with, or immediately following, this Agreement becoming effective, the Parties respective parties thereto shall concurrently (Zug um Zug) execute enter into each other Transaction Document and the following acts actions shall be taken and execute and deliver (abschließen) the following agreements deliveries shall be made (such actions and documents (deliveries, the “Closing Actions”): (a) Vendor’s Closing Deliveries The Vendor will deliver First, LIN-Texas shall contribute to Station Venture, and Station Venture shall accept from LIN-Texas, $100,000,000. (b) Second, in partial payment of the Loan (as defined in the Credit Agreement), Station Venture shall pay to GE Capital an aggregate amount equal to (i) $100,000,000 plus (ii) the amount of accrued but unpaid interest under the Credit Agreement as of the date of this Agreement (the payment of the amount described in clause (ii), the “Interest Payment”); provided that, if GE and LIN would be obligated pursuant to the GE Shortfall Funding Agreements and the LIN Shortfall Funding Agreements, respectively, to pay or cause to be delivered paid any amounts to Station Venture in respect of the following Interest Payment (assuming that the Interest Payment was payable on the date of this Agreement under the Credit Agreement), then (x) NBCH shall pay to Station Venture an amount equal to the Purchaser:aggregate amount payable by GE and LIN pursuant to the GE Shortfall Funding Agreements and the LIN Shortfall Funding Agreements, respectively, in respect of the Interest Payment and (y) Station Venture shall issue a promissory note payable to NBCH in the amount of NBCH’s payment pursuant to the foregoing clause (x). For all purposes of this Agreement, (1) the payment made pursuant to clause (x) of the immediately preceding sentence shall constitute a GE Shortfall Funding and (2) the promissory note issued pursuant to clause (y) of the immediately preceding sentence shall constitute a GE Shortfall Funding Agreement. (c) Third, without limiting Section 5.04(a), each of GE Capital and Lone Star (i) a certified copy of resolutions of shall (and, subject to Section 2.02, hereby does pursuant to this Agreement) fully, irrevocably and unconditionally release and discharge LIN from its obligations under the directors of Guarantee and LIN-Texas from its obligations under the Vendor authorizing the execution and delivery of this Guarantor Pledge Agreement and all transactions contemplated hereby; (ii) a certificate acknowledges and agrees that the Guarantee and Guarantor Pledge Agreement shall be (and, subject to Section 2.02, hereby are pursuant to this Agreement) terminated and LIN and LIN-Texas shall have no further liability or obligation thereunder and no action shall be required by any other Person to effect such terminations. (d) Fourth, GE Capital and Lone Star shall sell and assign to NBCU I, and NBCU I shall purchase and assume from GE Capital and Lone Star, pursuant to the GE Capital Assignment and Assumption Agreement, all of the Vendor rights and obligations of GE Capital and Lone Star, as applicable, under the Credit Agreement, the Venture Pledge Agreement, the Venture Security Agreement and the LP Security Agreement (including all related pledges, guarantees, security agreements and related rights), and in consideration therefor NBCU I shall pay to GE Capital $602,000,000. For the avoidance of doubt, NBCU I shall not acquire any rights under the Guarantee, the Guarantor Pledge Agreement or any Affiliate Arrangements. (e) Fifth, GE Capital shall take all actions, to the accuracy as extent set forth in Section 5.01(c)(ii), to transfer to NBCU I collateral pledged under the Venture Pledge Agreement, the Venture Security Agreement and the LP Security Agreement. (f) Sixth, NBCH shall (and, subject to Section 2.02, hereby does pursuant to this Agreement) transfer and assign to NBCU I, and NBCU I shall (and, subject to Section 2.02, hereby does pursuant to this Agreement) acquire and assume from NBCH, all of NBCH’s rights in respect of the Closing Date, GE Shortfall Funding Agreements and the GE Shortfall Fundings and NBCH shall deliver to NBCU I each of the Vendor’s representations and warranties, the performance of its covenants to be performed at or before the Closing with particulars of any material inaccuracy or non-performance, including the absence of any Material Adverse Change related promissory notes as set forth in Section 6.2(b)(vii) (the “Vendor Closing Certificate”5.01(c)(iv); and (iii) a shareholders’ resolution , or an affidavit of the Company signed by the Vendor as the sole shareholder of the Company terminating the current managing director pursuant lost note in relation to Section 5.12 effective as of the Effective Time same, and appointing one person nominated by the Purchaser as managing director of the Company with effect as of the Effective Timein consideration therefor NBCU I shall pay to NBCH $1.00. (bg) Guarantor’s Closing Deliveries The Guarantor will deliver Seventh, without limiting Section 5.04(a), GE shall (and, subject to Section 2.02, hereby does pursuant to this Agreement) fully, irrevocably and unconditionally waive all of its and its Affiliates’ rights in respect of the following NBCU Shortfall Funding Agreements and the NBCU Shortfall Fundings, including all rights under the Master Agreement (including numbered paragraph 1 of Section 6.26(c) of the NBCU Disclosure Letter (as defined therein)), and in consideration therefor NBCU I shall pay to NBCH $1.00. (h) Eighth, LIN Television and LIN-Texas shall transfer and assign to NBCU I, and NBCU I shall acquire and assume from LIN Television and LIN-Texas, pursuant to the Purchaser:LIN Assignment and Assumption Agreement, all of LIN Television’s and LIN-Texas’ rights in respect of the LIN Shortfall Funding Agreements and the LIN Shortfall Fundings, and LIN shall cause to be delivered to NBCU I each of the related promissory notes as set forth in Section 5.01(c)(v), and in consideration therefor NBCU I shall pay to LIN $1.00. (i) a certified copy of resolutions Ninth, LIN-Texas shall transfer and assign to NBCU I and NBCU II, and NBCU I and NBCU II shall acquire and assume from LIN-Texas, respectively, pursuant to the LIN Assignment and Assumption Agreement, 95.1% and 4.9% of the directors of the Guarantor authorizing the execution LIN-Texas LLC Interests, and delivery of this Agreement in consideration therefor NBCU I and all transactions contemplated hereby; and (ii) a certificate of the Guarantor as NBCU II shall pay to the accuracy, as of the Closing Date, of the Guarantor’s representations and warranties with particulars of any material inaccuracyLIN-Texas $1.00. (c) Purchaser Guarantor’s Closing Deliveries The Purchaser Guarantor will deliver the following to the Vendor: (i) a certified copy of resolutions of the directors of the Purchaser Guarantor authorizing the execution and delivery of this Agreement and all transactions contemplated hereby; and (ii) a certificate of the Purchaser Guarantor as to the accuracy, as of the Closing Date, of the Purchaser Guarantor’s representations and warranties with particulars of any material inaccuracy. (d) Purchaser’s Closing Deliveries The Purchaser will deliver the following to the Vendor: (i) the Closing Date Payment Amount in immediately available funds pursuant to Section 2.2(a)(ii); (ii) a certified copy of resolutions of the directors of the Purchaser authorizing the execution and delivery of this Agreement and all transactions contemplated hereby; (iii) a certificate of the Purchaser as to the accuracy, as of the Closing Date, of the Purchaser’s representations and warranties and the performance of its covenants to be performed at or before the Closing with particulars of any inaccuracy or non-performance (the “Purchaser Closing Certificate”); and (iv) the consent to act as managing director of the Company signed by the person nominated by the Purchaser to act as managing director of the Company with effect as of the Effective Time.

Closing Actions. On At the Closing DateClosing, in each case, on the Parties terms and subject to the conditions of this Agreement, Buyer and Seller shall concurrently (Zug um Zugcomplete the actions described in Section 2.02(a) execute the following acts and execute and deliver (abschließen) the following agreements and documents (the “Closing Actions”):Section 2.02(b), as applicable. (a) Vendor’s Buyer shall: (i) pay or cause to be paid the Closing Deliveries The Vendor will Payment to Seller by wire transfer of immediately available funds to the account(s) designated in writing by Seller prior to Closing; (ii) deliver a Transition Services Agreement in the form attached hereto as Exhibit C (the “Transition Services Agreement”), duly executed by ▇▇▇▇▇; (iii) deliver a Supply Agreement in the form attached hereto as Exhibit D (the “Supply Agreement”), duly executed 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 (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 the following to the PurchaserBuyer: (i) a certified copy of resolutions 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 the Vendor Seller authorizing the execution execution, delivery and delivery 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 herebyhereby 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 certificate Bill of Sale in the Vendor form attached hereto as to the accuracy as of the Closing DateExhibit G, of the Vendor’s representations and warranties, the performance of its covenants to be performed at or before the Closing with particulars of any material inaccuracy or non-performance, including the absence of any Material Adverse Change as set forth in Section 6.2(b)(vii) (the “Vendor Closing CertificateBill of Sale”); and (iii) a shareholders’ resolution of the Company signed , duly executed by the Vendor as the sole shareholder of the Company terminating the current managing director pursuant to Section 5.12 effective as of the Effective Time and appointing one person nominated by the Purchaser as managing director of the Company with effect as of the Effective Time. (b) Guarantor’s Closing Deliveries The Guarantor will deliver the following to the Purchaser: (i) a certified copy of resolutions of the directors of the Guarantor authorizing the execution and delivery of this Agreement and all transactions contemplated hereby; and (ii) a certificate of the Guarantor as to the accuracy, as of the Closing Date, of the Guarantor’s representations and warranties with particulars of any material inaccuracy. (c) Purchaser Guarantor’s Closing Deliveries The Purchaser Guarantor will deliver the following to the Vendor: (i) a certified copy of resolutions of the directors of the Purchaser Guarantor authorizing the execution and delivery of this Agreement and all transactions contemplated hereby; and (ii) a certificate of the Purchaser Guarantor as to the accuracy, as of the Closing Date, of the Purchaser Guarantor’s representations and warranties with particulars of any material inaccuracy. (d) Purchaser’s Closing Deliveries The Purchaser will deliver the following to the Vendor: (i) the Closing Date Payment Amount in immediately available funds pursuant to Section 2.2(a)(ii); (ii) a certified copy of resolutions of the directors of the Purchaser authorizing the execution and delivery of this Agreement and all transactions contemplated hereby▇▇▇▇▇▇; (iii) a certificate of deliver the Purchaser as to Assignment and Assumption Agreement duly executed by Seller; (iv) deliver the accuracy, as of Trademark Assignment Agreement duly executed by ▇▇▇▇▇▇; (v) deliver the Closing Date, of Transition Services Agreement duly executed by Seller; (vi) deliver the Purchaser’s representations and warranties and Supply Agreement duly executed by Seller; (vii) deliver evidence that PNC National Bank has released its Lien on the performance of its covenants to be performed at or before the Closing with particulars of any inaccuracy or non-performance (the “Purchaser Closing Certificate”)Acquired Assets; and (ivviii) the consent to act as managing director deliver a duly executed IRS Form W-9 of the Company signed by the person nominated by the Purchaser to act as managing director of the Company with effect as of the Effective TimeSeller.

Closing Actions. On the Targeted Closing Date, the Parties Seller and the Purchaser (as the case may be) shall take, or cause to be taken, concurrently (Zug um Zug) execute the following acts and execute and deliver actions (abschließen) the following agreements and documents (collectively the “Closing Actions” and each a “Closing Action” and the Closing Actions lit. (a) to lit. (j) below the “Closing Actions Part I”): (a) Vendor’s Closing Deliveries The Vendor will deliver or cause to be delivered Purchaser shall pay the following Purchase Price to the Purchaser: (i) a certified copy of resolutions of the directors of the Vendor authorizing the execution and delivery of this Agreement and all transactions contemplated hereby; (ii) a certificate of the Vendor as to the accuracy as of the Closing Date, of the Vendor’s representations and warranties, the performance of its covenants to be performed at or before the Closing Seller's Account in accordance with particulars of any material inaccuracy or non-performance, including the absence of any Material Adverse Change as set forth in Section 6.2(b)(vii) (the “Vendor Closing Certificate”); and (iii) a shareholders’ resolution of the Company signed by the Vendor as the sole shareholder of the Company terminating the current managing director pursuant to Section 5.12 effective as of the Effective Time and appointing one person nominated by the Purchaser as managing director of the Company with effect as of the Effective Time5. (b) Guarantor’s Closing Deliveries The Guarantor will deliver the following Seller shall present to the Purchaser: (i) a certified copy of resolutions Purchaser evidence of the directors of the Guarantor authorizing the execution and delivery of this Agreement and all transactions contemplated hereby; and (ii) a certificate of the Guarantor as removal, effective prior to the accuracy, or as of the Targeted Closing Date, of those members of the Guarantor’s representations and warranties with particulars management, advisory board, or any other corporate body of any material inaccuracythe Group Entities as listed in Exhibit 8.2.l(b)­1 (the individuals listed on this Exhibit collectively the “Seller's Board Members”) through delivery to the Purchaser of one or several shareholder's resolutions (such shareholder's resolutions collectively the “Removal Resolutions”) substantially in the form set forth in Exhibit 8.2.l(b)-2 removing the Seller's Board Members. (c) Purchaser Guarantor’s Closing Deliveries The Purchaser Guarantor will Seller shall deliver the following to the Vendor: (i) a certified copy of Purchaser shareholders' resolutions of the directors relevant Group Entities substantially in the form set forth in Exhibit 8.2.l(c) granting each of the Purchaser Guarantor authorizing Seller's Board Members discharge (Entlastung) for the execution time of their office (if and delivery of this Agreement and all transactions contemplated hereby; and (ii) a certificate of the Purchaser Guarantor as to the accuracyextent such discharge (Entlastung) has not been granted previously). For the avoidance of doubt, as of such shareholders' resolution granting discharge (Entlastung) may be included in the Closing Date, of the Purchaser Guarantor’s representations and warranties with particulars of any material inaccuracyRemoval Resolutions. (d) Purchaser’s Closing Deliveries The Seller shall deliver to the Company an extraordinary notice of termination for good cause by which the PLTA shall be terminated with effect as of Closing. (e) The Seller and the Purchaser shall procure that the Company provides the Seller with its written confirmation of receipt and acknowledgement regarding the termination notice under Section 8.2.l(d) above. (f) The Seller and the Purchaser shall procure that (i) the Company duly executes the commercial register application regarding the termination of the PLTA and (ii) the relevant Group Entity duly executes the commercial register application regarding the resignation or removal of any Seller's Board Members as set out in Section 8.2.1(b), each to the extent and in the form required under applicable law. (g) The Purchaser will shall deliver a copy of the following W&I Insurance policy to the Vendor:Seller. (h) The Seller shall deliver a copy of the Sell-Side W&I Insurance policy to the Purchaser. (i) The Seller shall deliver to the Purchaser undertakings of its shareholders safeguarding the Seller's undertakings under Section 10.3 below substantially in the form as attached hereto as Exhibit 8.2.1 (i). EU-DOCS\22159719 (j) Seller shall deliver reasonable evidence to the Purchaser showing that all shares in Keymile Russia LLC have been effectively transferred to a third party outside the Group. (k) The Seller and the Purchaser shall confirm in a written document, to be jointly executed (in duplicate) substantially in the form attached as Exhibit 8.2.l(k) (the “Transfer of Ownership Confirmation”), (a) that all Closing Date Payment Amount in immediately available funds Conditions have been duly satisfied or waived, and (b) that all Closing Actions Part I have been duly taken, occurred or waived. The legal effect of the Transfer of Ownership Confirmation shall be to serve as prima facie evidence that the transfer of the Sold Shares pursuant to Section 2.2(a)(ii);3.2 has been perfected and the Seller is no longer shareholder of the Company prior to having entered into the Working Capital Facility. (ii1) The Seller shall offer in writing to the Company to enter into a certified copy of resolutions of facilities agreement regarding a working capital facility in the directors of WCF Amount substantially in the Purchaser authorizing the execution and delivery of this Agreement and all transactions contemplated hereby;form as attached hereto as Exhibit 8.2.1 (iii1) a certificate of the Purchaser as to the accuracy, as of the Closing Date, of the Purchaser’s representations and warranties and the performance of its covenants to be performed at or before the Closing with particulars of any inaccuracy or non-performance (the “Purchaser Closing CertificateWorking Capital Facility”); and (iv) the consent to act as managing director of the Company signed by the person nominated by the Purchaser to act as managing director of the Company with effect as of the Effective Time.

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 Parties shall concurrently (Zug um Zug) execute the following acts and execute and deliver (abschließen) the following agreements and documents (the “Closing Actions”):: (a) Vendor’s Closing Deliveries The Vendor will deliver 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 cause to be delivered electronic fund transfer into the following to account designated by the Purchaser: (i) a certified copy of resolutions respective Non-Promoter Sellers. Upon the credit of the directors of Non-Promoter Purchase Amount into the Vendor authorizing account notified by the execution and delivery of this Agreement and all transactions contemplated hereby; (ii) a certificate of the Vendor as to the accuracy as of the Closing Date, of the Vendor’s representations and warrantiesrespective Non-Promoter Sellers, the performance of its covenants Purchasers shall have discharged their obligations to be performed at or before pay the Closing with particulars of any material inaccuracy or nonNon-performance, including the absence of any Material Adverse Change as set forth in Section 6.2(b)(vii) (the “Vendor Closing Certificate”); and (iii) a shareholders’ resolution of the Company signed by the Vendor as the sole shareholder of the Company terminating the current managing director pursuant to Section 5.12 effective as of the Effective Time and appointing one person nominated by the Purchaser as managing director of the Company with effect as of the Effective TimePromoter Sellers. (b) Guarantor’s Closing Deliveries The Guarantor will deliver Upon the following to Purchasers providing the Purchaser: Sellers with a copy of the irrevocable wire transfer instructions, (A) each Non-Promoter Seller shall (i) a certified copy of resolutions deliver to its depository participant, the delivery instructions duly signed by it authorizing the depository participant to give credit of the directors Sale Shares held by it to the dematerialized account of the Guarantor authorizing relevant Purchasers, details of which shall be provided by the execution Purchasers to the Company and delivery of this Agreement the Sellers; and all transactions contemplated hereby; and (ii) deliver a certificate copy of the Guarantor as aforesaid irrevocable delivery instruction slip along with a confirmation from the respective Seller’s depository participant that the Sale Shares have been credited to the accuracy, as dematerialized account of the Closing Date, of the Guarantor’s representations and warranties with particulars of any material inaccuracy.relevant Purchasers; (c) Purchaser Guarantor’s Closing Deliveries The Purchaser Guarantor will deliver Purchasers shall pay the following premium to the Vendor: (i) a certified copy of resolutions insurer on or before the First Closing Date towards procurement of the directors 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 Company in relation to the sale and purchase of the Purchaser Guarantor authorizing Transaction Shares contemplated under the execution Transaction Documents for the period prior to the Original Agreement Date, irrespective of whether invoices for such transaction expenses are raised, or transaction expenses are paid, prior to or post the Original Agreement Date. Transaction expenses paid by the Company in relation to the sale and delivery of this Agreement and all transactions contemplated hereby; and (ii) a certificate purchase of the Purchaser Guarantor 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 accuracy, as of the First Closing Date, of the Purchaser Guarantor’s representations and warranties with particulars of any material inaccuracy. (d) Purchaser’s Closing Deliveries The Purchaser will relevant ▇▇ ▇▇▇▇▇▇▇ shall deliver the following to the VendorPurchaser 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: (ia) record the transfer of the Sale Shares transferred on the First Closing Date Payment Amount in immediately available funds pursuant to Section 2.2(a)(ii);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. (iib) a certified copy of resolutions appoint the person(s) nominated by the Purchasers (as approved by the IRDA) (the Purchaser Nominee Directors) as director(s) on the Board of the directors Company, provided that the names of the Purchaser authorizing the execution and delivery of this Agreement and all transactions contemplated hereby; (iii) a certificate of the Purchaser as Nominee Directors shall have been provided to the accuracy, as of Sellers and the Company prior to the First Closing Date, of the Purchaser’s representations and warranties and the performance of its covenants to be performed at or before the Closing with particulars of any inaccuracy or non-performance (the “Purchaser Closing Certificate”); and (ivc) approve the consent resignation of such Existing Director(s) as notified by the Purchasers to act as managing director the Sellers and the Company prior to the First Closing Date (which shall necessarily include ▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇) from the Board and the resignation of such Existing Directors of the Company signed by shall be taken on record and accepted with effect from the person nominated by the Purchaser to act as managing director closure of the Company with effect as Board meeting. 6.2.3. Subject to Clause 2.4, the Parties agree that each of the Effective Timeactions provided for in Clause 6.2.1 and Clause 6.2.2 above and the actions provided for in Clause 6.8.3 below (only in the case of a Joint Transfer) shall take place on the First Closing Date simultaneously with each of the transactions set out in clause 6.2 of the Restated Minority Shareholder SPA, with each of the transactions set out in clause 6.2 of the Restated CMD SPA, with each of the transactions set out in clause 3.7 of the Restated Opco Promoters’ SPA, provided the conditions specified therein are fulfilled by March 22, 2019; and none of the above mentioned transactions shall be consummated unless all such transactions have been completed or complied with. The Parties shall take all measures and do all acts, deeds, matters and things as may be required to ensure that all the events contemplated under Clause 6.2.1 and Clause 6.2.2 and (ii) Clause 6.8.3 below (only in the case of a Joint Transfer) are completed on the First Closing Date.

Closing Actions. On 6.2.1. The following actions shall take place at the registered office of the Company on the Closing Date, the Parties shall concurrently (Zug um Zug) execute Date in the following acts and execute and deliver (abschließen) the following agreements and documents (the “Closing Actions”):order: (a) Vendor’s Closing Deliveries The Vendor will deliver or cause to be Each of the Sellers shall have delivered the following Final Tax Certificate to the Purchaser: (i) a certified copy of resolutions Purchaser Representatives with respect to the sale of the directors of the Vendor authorizing the execution and delivery of this Agreement and all transactions contemplated hereby; (ii) a certificate of the Vendor as Sale Shares held by such Seller to the accuracy as of the Closing Date, of the Vendor’s representations and warranties, the performance of its covenants to be performed at or before the Closing with particulars of any material inaccuracy or non-performance, including the absence of any Material Adverse Change as set forth in Section 6.2(b)(vii) (the “Vendor Closing Certificate”); and (iii) a shareholders’ resolution of the Company signed by the Vendor as the sole shareholder of the Company terminating the current managing director pursuant to Section 5.12 effective as of the Effective Time and appointing one person nominated by the Purchaser as managing director of the Company with effect as of the Effective TimeRepresentatives. (b) Guarantor’s Closing Deliveries The Guarantor will deliver Purchaser shall, and each Original Purchasers shall procure that the following to Purchaser shall remit their Net Purchase Amount in the Purchaser: manner as set out in Schedule I, by wire transfer or electronic fund transfer (i) a certified copy of resolutions of for the directors of ▇▇ ▇▇▇▇▇▇▇, in the Guarantor authorizing accounts designated by the execution respective ▇▇ ▇▇▇▇▇▇▇ to the Purchaser Representatives; and delivery of this Agreement and all transactions contemplated hereby; and (ii) a certificate of for the Guarantor as to Sellers (except the accuracy▇▇ ▇▇▇▇▇▇▇), as of in the Closing Date, of the Guarantor’s representations and warranties account notified in accordance with particulars of any material inaccuracyClause 3.6 above. (c) Purchaser Guarantor’s Closing Deliveries The Purchaser Guarantor will deliver the following Subject to the Vendor: escrow arrangement in Schedule 5, the Sellers shall (i) a certified copy of resolutions deliver to its depository participant, the delivery instructions duly signed by it authorizing the depository participant to give credit of the directors Sale Shares to the dematerialized account of the Purchaser, details of which shall be provided by the Purchaser Guarantor authorizing the execution to Sellers; and delivery of this Agreement and all transactions contemplated hereby; and (ii) deliver a certificate copy of the Purchaser Guarantor as aforesaid irrevocable delivery instruction slip along with a confirmation from the respective Sellers’ depository participant that the Sale Shares have been credited to the accuracy, as dematerialized account of the Closing Date, of the Purchaser Guarantor’s representations and warranties with particulars of any material inaccuracyPurchaser. (d) Purchaser’s Closing Deliveries 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 will upon receipt of the duly executed receipt from the depository of the Purchaser acknowledging the transfer of the Sale Shares and the Company shall take such other actions as may be required under its Charter Documents or by Applicable Law, in respect of the performance of the various obligations under this Agreement; and deliver the following certified copies of such resolutions to the Vendor:Purchaser Representatives. 6.2.2. The Parties agree that each of the actions provided for in Clause 6.2.1 (iClosing Actions) above shall take place on the Closing Date Payment Amount simultaneously with the transactions set out in immediately available funds pursuant to Section 2.2(a)(ii); (ii) a certified copy of resolutions clause 6.2 of the directors Restated Long Form SPA and none of the Purchaser authorizing 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 execution events contemplated under Clause 6.2.1 (Closing Actions) are initiated and delivery of this Agreement and all transactions contemplated hereby; (iii) a certificate of the Purchaser as to the accuracy, as of completed on the Closing Date, of the Purchaser’s representations and warranties and the performance of its covenants to be performed at or before the Closing with particulars of any inaccuracy or non-performance (the “Purchaser Closing Certificate”); and (iv) the consent to act as managing director of the Company signed by the person nominated by the Purchaser to act as managing director of the Company with effect as of the Effective Time.

Closing Actions. On the Closing Date(a) In accordance with Section 2.5(e), the Parties Purchaser shall concurrently (Zug um Zug) execute make the following acts and execute and deliver payments: (abschließeni) to Sellers, an amount equal to the following agreements and documents Purchase Price minus the Indemnity Escrow Amount; (ii) to People’s United Bank, National Association, as escrow agent of the parties hereto (the “Closing ActionsEscrow Agent”):), an amount equal to the Indemnity Escrow Amount, to be held in escrow and invested by the Escrow Agent in accordance with the terms of an Escrow Agreement in a form reasonably acceptable to the parties hereto (the “Escrow Agreement”). (ab) VendorAt the Closing, Seller Parent shall deliver to Purchaser all proper and necessary instruments for the conveyance of all of Seller Parent’s Closing Deliveries The Vendor will deliver right, title and interest in, to and under all of the Company Interests, subject to the retention of the Retained Company Assets, held or owned by Seller Parent as of the Closing. (c) At the Closing, Seller Parent, ▇▇▇▇ Markets and/or Thomaston Land, as applicable, shall deliver, or cause to be delivered delivered, to Purchaser each of the following to the Purchaserfollowing: (i) a certified copy ▇▇▇▇ of resolutions sale in the form attached hereto as Exhibit A (the “▇▇▇▇ of Sale”) duly executed by ▇▇▇▇ Markets transferring the directors of tangible Personal Property included in the Vendor authorizing the execution and delivery of this Agreement and all transactions contemplated herebyTransferred Assets; (ii) with respect to each parcel of owned Real Property included in the Transferred Assets, a certificate deed of the Vendor as special warranty in form and substance satisfactory to the accuracy as of the Closing DatePurchaser (each, of the Vendor’s representations and warranties, the performance of its covenants to be performed at or before the Closing with particulars of any material inaccuracy or non-performance, including the absence of any Material Adverse Change as set forth in Section 6.2(b)(vii) (the a “Vendor Closing CertificateDeed”), duly executed and notarized by the applicable Seller; (iii) with respect to each Deed, real property transfer tax returns, duly executed and notarized by the applicable Seller; (iv) with respect to that certain Leased Real Property leased by Thomaston Land, an Assignment and Assumption of Lease in the form attached hereto as Exhibit B (each, an “Assignment and Assumption of Lease”), duly executed by Thomaston Land; (v) the Escrow Agreement, duly executed by Seller Parent; (vi) the Transition License Agreement, duly executed by Seller Parent; (vii) the Transition Services Agreement, duly executed by the relevant parties; and (iiiviii) a shareholders’ resolution such other customary instruments of the Company signed by the Vendor as the sole shareholder of the Company terminating the current managing director pursuant transfer (including motor vehicle registrations), assumption, filings or documents, in form and substance reasonably satisfactory to Section 5.12 effective as of the Effective Time and appointing one person nominated by the Purchaser as managing director of the Company with effect as of the Effective Time. (b) Guarantor’s Closing Deliveries The Guarantor will deliver the following to the Purchaser: (i) a certified copy of resolutions of the directors of the Guarantor authorizing the execution and delivery of this Agreement and all transactions contemplated hereby; and (ii) a certificate of the Guarantor as to the accuracy, as of the Closing Date, of the Guarantor’s representations and warranties with particulars of any material inaccuracy. (c) Purchaser Guarantor’s Closing Deliveries The Purchaser Guarantor will deliver the following may be required to the Vendor: (i) a certified copy of resolutions of the directors of the Purchaser Guarantor authorizing the execution and delivery of give effect to this Agreement and all transactions contemplated hereby; and (ii) a certificate of the Purchaser Guarantor as to the accuracy, as of the Closing Date, of the Purchaser Guarantor’s representations and warranties with particulars of any material inaccuracyAgreement. (d) Purchaser’s Closing Deliveries The At the Closing, Purchaser will shall deliver to Sellers each of the following to the Vendorfollowing: (i) the Closing Date Payment Amount in immediately available funds pursuant to Section 2.2(a)(ii)Assignment and Assumption of Lease, duly executed by Purchaser; (ii) a certified copy of resolutions of the directors of the Purchaser authorizing the execution and delivery of this Agreement and all transactions contemplated herebyEscrow Agreement, duly executed by Purchaser; (iii) a certificate of the Purchaser as to the accuracyTransition License Agreement, as of the Closing Date, of the duly executed by Purchaser’s representations and warranties and the performance of its covenants to be performed at or before the Closing with particulars of any inaccuracy or non-performance (the “Purchaser Closing Certificate”); and; (iv) the consent Transition Services Agreement, duly executed by Purchaser; and (v) such other customary instruments of transfer (including motor vehicle registrations), assumption, filings or documents, in form and substance reasonably satisfactory to act Sellers, as managing director of the Company signed by the person nominated by the Purchaser may be required to act as managing director of the Company with give effect as of the Effective Timeto this Agreement.

Closing Actions. On At Closing the Closing Date, Sellers and the Parties Purchaser shall concurrently simultaneously (Zug um Zug-um-Zug) execute take the following acts and execute and deliver actions (abschließen) the following agreements and documents (the “Closing Actions”): (a) Vendor’s Closing Deliveries The Vendor will the Sellers shall deliver or cause to be delivered the following Bring Down of Disclosures to the Purchaser: (i) a certified copy of resolutions of the directors of the Vendor authorizing the execution and delivery of this Agreement and all transactions contemplated hereby; (ii) a certificate of the Vendor as to the accuracy as of the Closing Date, of the Vendor’s representations and warranties, the performance of its covenants to be performed at or before the Closing with particulars of any material inaccuracy or non-performance, including the absence of any Material Adverse Change as set forth in Section 6.2(b)(vii) (the “Vendor Closing Certificate”); and (iii) a shareholders’ resolution of the Company signed by the Vendor as the sole shareholder of the Company terminating the current managing director pursuant to Section 5.12 effective as of the Effective Time and appointing one person nominated by the Purchaser as managing director of the Company with effect as of the Effective Time. (b) Guarantor’s Closing Deliveries The Guarantor will deliver the following to Sellers shall confirm that no Material Adverse Change has occurred by providing the Purchaser: (i) Purchaser with a certified copy of resolutions written confirmation issued by the management of the directors of the Guarantor authorizing the execution and delivery of this Agreement and all transactions contemplated hereby; and (ii) a certificate of the Guarantor as to the accuracy, as of the Closing Date, of the Guarantor’s representations and warranties with particulars of any material inaccuracy.Company; (c) Purchaser Guarantor’s Closing Deliveries The Purchaser Guarantor will deliver the following to the Vendor: (i) a certified copy of resolutions of the directors of the Purchaser Guarantor authorizing the execution and delivery of this Agreement and all transactions contemplated hereby; and (ii) a certificate of the Purchaser Guarantor as to the accuracy, as of the Closing Date, of the Purchaser Guarantor’s representations and warranties with particulars of any material inaccuracy. (d) Purchaser’s Closing Deliveries The Purchaser will deliver the following to the Vendorshall pay: (i) the Closing Date Payment Loan Notes Redemption Amount to Meridian's bank account specified in immediately available funds pursuant to Section 2.2(a)(ii)the Loan Notes Release Letter; (ii) a certified copy of resolutions of the directors of Stock Option Settlement Payment to the Purchaser authorizing the execution and delivery of this Agreement and all transactions contemplated herebyCompany; (iii) a certificate 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 accuracy, as Closing Share Consideration is debited to the RTGS Account (within the meaning of sec. A I of the Closing Date, GTC) of the depositary bank of the Purchaser’s representations Parent and warranties credited to the RTGS Account of Tennor's depositary bank, concurrently with (Zug um Zug) an amount equal to the Sold Shares being debited to the securities account of Tennor's depositary bank at Clearstream and credited to the performance securities account of its covenants to be performed the Purchaser's depositary bank at or before the Closing with particulars of any inaccuracy or non-performance (the “Purchaser Closing Certificate”)Clearstream; and (ivh) Each Seller shall instruct their depositary bank to make an order to Clearstream for a “payment and delivery transaction in securities” (within the meaning of sec. B XX (2) in conjunction with sec. A I of the GTC), by means of which an amount equal to the Sold Shares is debited to the securities account of such Seller’s depositary bank at Clearstream and credited to the securities account of the Purchaser's depositary bank at Clearstream, concurrently with (Zug um Zug) an amount equal to the Closing Share Consideration being debited to the RTGS Account (within the meaning of sec. A I of the GTC) of the Purchaser's depositary bank and credited to the RTGS Account of Tennor's depositary bank; (i) the consent Sellers shall provide irrevocable undertakings, if any, obtained from Minority Shareholders to act as managing director the Purchaser. The Parties are entitled to waive (in whole or in part) any of the Company signed Closing Actions (other than the obligations to make payments) jointly at any time prior to the occurrence of Closing by written agreement. The waiver shall have the person nominated by 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 Purchaser to act as managing director of the Company with effect as of the Effective Timeunder this Agreement.

Closing Actions. 6.2.1 On the Closing Date, the Parties shall concurrently simultaneously (Zug um Zug) execute take the following acts and execute and deliver (abschließen) the following agreements and documents actions (the “Closing Actions”): (a) Vendor’s Closing Deliveries The Vendor will the Sellers shall (through the Sellers’ Representative) deliver or cause to be delivered the following to the Purchaser: (i) a certified copy of resolutions of the directors of the Vendor authorizing the execution and delivery of this Agreement and all transactions contemplated hereby; (ii) a certificate of the Vendor as to the accuracy as of Purchaser duly executed resignation letters, effective on or before the Closing Date, of those directors and board members of the Vendor’s representations Group Companies who act as representatives of Sellers 1 to 8 or any of their Affiliates and warranties, the performance of its covenants to be performed at or before the Closing with particulars of any material inaccuracy or non-performance, including the absence of any Material Adverse Change as set forth who are listed in Section 6.2(b)(vii) (the “Vendor Closing Certificate”Exhibit 6.2.1(a); and; (iiib) the Sellers shall hold and, as the case may be, shall procure that the relevant member(s) of the Group hold, a shareholders’ meeting and vote for a shareholders’ resolution of the Company signed by the Vendor as the sole shareholder of the Company terminating the current managing director pursuant granting discharge (Entlastung) to Section 5.12 effective as of the Effective Time and appointing one person nominated by the Purchaser as managing director of the Company with effect as of the Effective Time. (b) Guarantor’s Closing Deliveries The Guarantor will deliver the following to the Purchaser: (i) a certified copy of resolutions each of the directors and board members of the Guarantor authorizing Group Companies mentioned in Exhibit 6.2.1(a) above for the execution fiscal year 2015 and delivery of this Agreement and all transactions contemplated hereby; and (ii) a certificate of for the Guarantor as time period from 1 January 2016 through to the accuracy, as of the Closing Date, of the Guarantor’s representations and warranties with particulars of any material inaccuracy.date their resignations become effective; (c) Purchaser Guarantor’s Closing Deliveries The Purchaser Guarantor will the Sellers shall deliver the following to the Vendor: (i) Purchaser a certified duly executed copy of resolutions of the directors of the Purchaser Guarantor authorizing the execution and delivery of this Agreement and all transactions contemplated hereby; and (ii) a certificate of the Purchaser Guarantor as to the accuracy, as of the Closing Date, of the Purchaser Guarantor’s representations and warranties with particulars of any material inaccuracy.Release Agreement; (d) Purchaser’s Closing Deliveries The the Purchaser will deliver shall pay the following Total Facilities Repayment Amount into the Total Facilities Repayment Account in accordance with clause 4.2.5; (e) the Purchaser shall pay to the Vendor:Indigo Sellers the Holdback Payment Amount in accordance with clause 3.5.3; (f) the Purchaser shall pay to PlusServer GmbH the H Loan Note PlusServer Amount in accordance with clause 3.5.4; (g) the Purchaser shall pay to the Sellers the Share Purchase Price together with any Increase Amount in accordance with clause 3.5.2; (h) the Purchaser shall pay to the Ordinary Loan Note Holders the Ordinary Loan Note Purchase Price in accordance with clause 3.5.2; (i) the Closing Date Payment Amount Purchaser shall pay to the Cinven Sellers the H Loan Note Interest in immediately available funds pursuant to Section 2.2(a)(ii)accordance with clause 3.5.2; (iij) a certified copy of resolutions following receipt of the directors Total Facilities Repayment Amount, the Sellers shall confirm receipt of the Purchaser authorizing Total Facilities Repayment Amount by the execution and delivery of this Agreement and all transactions contemplated herebyFacility Agent in writing to the Purchaser; (k) following receipt of the Holdback Payment Amount, the Sellers shall confirm receipt ot the Holdback Payment Amount by the Indigo Sellers in writing to the Purchaser; (l) following receipt of the H Loan Note PlusServer Amount, the Sellers shall procure that PlusServer GmbH confirm such receipt in writing to the Purchaser and the Sellers; (m) following (i) receipt of the Share Purchase Price, (ii) receipt of the Ordinary Loan Note Purchase Price and (iii) a certificate receipt of the Purchaser as H Loan Note Interest, the Sellers’ Representative (on behalf of the Sellers and the Loan Note Holders) shall confirm such receipts in writing to the accuracy, as Purchaser; (n) each Seller shall deliver to the Purchaser (i) duly executed share transfer forms in respect of its HEG-Shares and (ii) the share certificates relating to its HEG-Shares in respect of which certificates were issued or are required by law to be issued in accordance with clause 2.3; (o) each Loan Note Holder shall deliver to the purchaser duly executed loan note transfer forms regarding the transfer of the Closing Date, of Loan Notes from the Purchaser’s representations and warranties and Loan Note Holders to the performance of its covenants to be performed at or before the Closing Purchaser in accordance with particulars of any inaccuracy or non-performance (the “Purchaser Closing Certificate”)clause 2.3; and (ivp) the consent to act as managing director Sellers (represented by the Sellers’ Representative) and the Purchaser shall execute a closing protocol confirming the fulfilment of all of the Company signed by Closing Conditions and the person nominated by due performance or waiver, as the Purchaser to act as managing director case may be, of the Company with effect as Closing Actions pursuant to clauses 6.2.1(a) through (o) above substantially in the form set out in Exhibit 6.2.1(p). 6.2.2 All Closing Actions may be waived, in full or in part, at any time by written agreement of the Effective TimeSellers’ Representative (on behalf of the Sellers and the Loan Note Holders) 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 concurrently (Zug um Zug) execute meet at the offices of ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP in Frankfurt am Main / Germany, or on such other location as agreed upon between Seller and Purchasers, where the following acts and execute and deliver (abschließen) the following agreements and documents actions (the “Closing Actions” which in their entirety shall constitute the “Closing”; the date on which all Closing Actions have been performed the “Closing Date”) shall be performed simultaneously (Zug um Zug): (a) Vendor’s Closing Deliveries The Vendor will deliver or cause to be delivered the following to the Purchaser: (i) a certified copy of resolutions Purchasers shall pay (a) to Seller or to the order of the directors 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 the Vendor authorizing the execution and delivery of this Agreement and all transactions contemplated hereby;Reference Date Foreign Inventories Purchase Prices. (ii) a certificate of In case the Vendor as EPCOS Portugal Cash Pooling Balance is owed by EPCOS Portugal to Seller, Purchaser II shall pay the accuracy as of EPCOS Portugal Cash Pooling Balance to Seller. In case the Closing DateEPCOS Portugal Cash Pooling Balance is owed to EPCOS Portugal by Seller, of Seller shall pay the Vendor’s representations and warranties, the performance of its covenants EPCOS Portugal Cash Pooling Balance to be performed at or before the Closing with particulars of any material inaccuracy or non-performance, including the absence of any Material Adverse Change as set forth in Section 6.2(b)(vii) (the “Vendor Closing Certificate”); andEPCOS Portugal. (iii) a shareholders’ resolution Seller and Purchaser II shall execute all instruments required under Portuguese law to provide for transfer of title to the Company signed by EPCOS Portugal Shares to Purchaser II, namely, Seller shall deliver to Purchaser II: (a) the Vendor as the sole shareholder of the Company terminating the current managing director pursuant to Section 5.12 effective as of the Effective Time EPCOS Portugal Shares certificates duly endorsed in Purchaser II’s name and appointing one person nominated by the Purchaser as managing director of the Company with effect as of the Effective Time. (b) Guarantor’s Closing Deliveries The Guarantor will deliver a transfer notice addressed to EPCOS Portugal, requesting the following to the Purchaser: (i) a certified copy of resolutions registration of the directors transfer to Purchaser II on EPCOS Portugal’s share registration book, to be executed substantially in the form of the Guarantor authorizing the execution and delivery of this Agreement and all transactions contemplated hereby; and (ii) a certificate of the Guarantor as to the accuracy, as of the Closing Date, of the Guarantor’s representations and warranties with particulars of any material inaccuracy. (c) Purchaser Guarantor’s Closing Deliveries The Purchaser Guarantor will deliver the following to the Vendor: (i) a certified copy of resolutions of the directors of the Purchaser Guarantor authorizing the execution and delivery of this Agreement and all transactions contemplated hereby; and (ii) a certificate of the Purchaser Guarantor as to the accuracy, as of the Closing Date, of the Purchaser Guarantor’s representations and warranties with particulars of any material inaccuracy. (d) Purchaser’s Closing Deliveries The Purchaser will deliver the following to the Vendor: (i) the Closing Date Payment Amount in immediately available funds pursuant to Section 2.2(a)(ii); (ii) a certified copy of resolutions of the directors of the Purchaser authorizing the execution and delivery of this Agreement and all transactions contemplated hereby; Exhibit 11.6 (iii) a certificate of the Purchaser as to the accuracy, as of the Closing Date, of the Purchaser’s representations and warranties and the performance of its covenants to be performed at or before the Closing with particulars of any inaccuracy or non-performance (the “Purchaser Closing Certificate”); and. (iv) Seller and Purchaser II shall execute a transfer deed substantially in the consent form of Exhibit 11.6 (iv) required to act as managing director provide for the transfer of all claims under the EPCOS Portugal Shareholder Loans to Purchaser II. (v) Seller shall have delivered Exhibit 7.2 (iv) regarding the Assumed New German Contracts. (vi) Seller shall execute and deliver to Purchasers the Seller’s Bring Down Certificate. (vii) 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 Company signed board of directors of EPCOS Portugal as listed in Exhibit 12.1.8.2. (xi) Seller and EPCOS Portugal shall procure that the Sublicense Agreement will be executed by the person nominated by the Purchaser to act as managing director of the Company with effect as of the Effective Timedesignated parties thereto.

Closing Actions. On the Closing Date, the Parties Seller shall concurrently (Zug um Zug) execute take, and shall cause the Share Sellers and the Selling Entities to take, and the Purchaser shall take the following acts and execute and deliver (abschließen) the following agreements and documents actions (the “Closing Actions”):) in the following order: (a) Vendor’s Closing Deliveries The Vendor will deliver or cause to be delivered Payment by the following Purchaser of (i) the Preliminary Share Purchase Price, (ii) the Asset Purchase Price and (iii) the Preliminary Inventory Purchase Price in each case to the Purchaser:Seller’s Bank Account and such amounts shall finally be credited to the Seller’s Bank Account; (b) Execution by the Share Sellers and the Purchaser of the Share Transfer Instrument as per Section 2.2; (c) Execution by the Purchaser and the respective Selling Entities of the respective Local Asset Transfer Agreements for the transfer of the Sold Assets to the Purchaser or its Affiliates, unless and to the extent this Agreement or the Transfer Plan (as defined below) expressly provides that legal title to any part of the Sold Assets shall transfer after the Closing; (d) Execution by the Parties and/or their relevant Affiliates of the Ancillary Agreements; (e) Execution by the Parties of the Transfer Plan as per Section 12.1; (f) Execution by the Parties of the Data Transition Plan (as defined below) as per Section 14.1(a); (g) Execution by the Parties of the Vigilance Transition Plan as per Section 15.1; (h) Delivery by the Seller to the Purchaser of 6 copies of the Data Room Storage Medium; (i) a certified copy Delivery by the Seller to the Purchaser of resolutions executed copies of the directors of the Vendor authorizing the execution and delivery of this Intercompany Agreement and all transactions contemplated herebyTermination Agreements; (iij) a certificate Execution by the Parties of the Vendor as Quality Agreements; (k) Delivery by the Seller to the accuracy as Purchaser of evidence that any pledges over the Sold Shares or the shares of any Share Deal Entity have been released; (l) Delivery by the Seller to the Purchaser a confirmation that no assets of the Closing DateShare Deal Entities are pledged in favor, or for the benefit, of the Vendor’s representations and warranties, the performance Seller or any of its covenants to be performed at or before the Closing with particulars Affiliates; (m) In each case as applicable, in respect of any material inaccuracy or non-performancephysical share certificates of the Share Deal Entities, including delivery of such share certificates to the absence Purchaser, and in respect of any Material Adverse Change electronic share certificates, release of and procurement that such share certificates are made available to the relevant Share Deal Entity (as set forth applicable); (n) 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 respective Share Deal Entity with effect as of Closing; and (o) Delivery by the Seller to the Purchaser of executed bring-down certificate, substantially in Section 6.2(b)(viithe form of the draft attached as Annex 11.3(o) (the “Vendor Closing Bring-down Certificate”); and (iii) a shareholders’ resolution of the Company signed by the Vendor as the sole shareholder of the Company terminating the current managing director pursuant to Section 5.12 effective as of the Effective Time and appointing one person nominated by the Purchaser as managing director of the Company with effect as of the Effective Time. (b) Guarantor’s Closing Deliveries The Guarantor will deliver the following to the Purchaser: (i) a certified copy of resolutions of the directors of the Guarantor authorizing the execution and delivery of this Agreement and all transactions contemplated hereby; and (ii) a certificate of the Guarantor as to the accuracy, as of the Closing Date, of the Guarantor’s representations and warranties with particulars of any material inaccuracy. (c) Purchaser Guarantor’s Closing Deliveries The Purchaser Guarantor will deliver the following to the Vendor: (i) a certified copy of resolutions of the directors of the Purchaser Guarantor authorizing the execution and delivery of this Agreement and all transactions contemplated hereby; and (ii) a certificate of the Purchaser Guarantor as to the accuracy, as of the Closing Date, of the Purchaser Guarantor’s representations and warranties with particulars of any material inaccuracy. (d) Purchaser’s Closing Deliveries The Purchaser will deliver the following to the Vendor: (i) the Closing Date Payment Amount in immediately available funds pursuant to Section 2.2(a)(ii); (ii) a certified copy of resolutions of the directors of the Purchaser authorizing the execution and delivery of this Agreement and all transactions contemplated hereby; (iii) a certificate of the Purchaser as to the accuracy, as of the Closing Date, of the Purchaser’s representations and warranties and the performance of its covenants to be performed at or before the Closing with particulars of any inaccuracy or non-performance (the “Purchaser Closing Certificate”); and (iv) the consent to act as managing director of the Company signed by the person nominated by the Purchaser to act as managing director of the Company with effect as of the Effective Time.

Closing Actions. 6.1 On the Closing Date, Date the Parties shall concurrently (Zug um Zug) execute take or cause to be taken the following acts and execute and deliver (abschließen) the following agreements and documents actions (the “Closing Actions”) which shall be taken simultaneously (Zug um Zug): (a) Vendor’s Closing Deliveries The Vendor will deliver or cause to be delivered the following to the Purchaser: (i) a certified copy of resolutions For each member of the directors supervisory board of the Vendor authorizing the execution and delivery of this Agreement and all transactions contemplated hereby; (ii) Company, Seller delivers to Purchaser a certificate of the Vendor as to the accuracy resignation letter, effective as of the Closing Date, . b) Delivery by Purchaser and Seller of the Vendor’s representations and warranties, irrevocable written instructions to the performance of its covenants escrow agent to be performed at or before release the Closing with particulars of any material inaccuracy or non-performance, including the absence of any Material Adverse Change Purchase Price to Seller as set forth in Section 6.2(b)(vii4. 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 “Vendor Closing CertificateConfirmation”); and (iii) a shareholders’ resolution of that the Company signed by the Vendor as the sole shareholder of the Company terminating the current managing director pursuant to Section 5.12 effective as of the Effective Time Closing has occurred and appointing one person nominated by the Purchaser as managing director of the Company with effect as of the Effective Timeis completed. (b6.2 Purchaser may waive the Closing Actions set forth in Sections 6.1a), 6.1c) Guarantor’s and 6.1e). Seller may waive the Closing Deliveries Actions set forth in Sections 6.1b), 6.1d) and 6.1f). The Guarantor will deliver Parties may jointly waive the following Closing Action set forth in Section 6.1g). The effect of a waiver shall be limited to eliminating the 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: (i) a certified copy of resolutions of the directors of the Guarantor authorizing the execution and delivery of this Agreement and all transactions contemplated hereby; and (ii) a certificate of the Guarantor as to the accuracy, as of the Closing Date, of the Guarantor’s representations and warranties with particulars of any material inaccuracy. (c) Purchaser Guarantor’s Closing Deliveries The Purchaser Guarantor will deliver the following to the Vendor: (i) a certified copy of resolutions of the directors of the Purchaser Guarantor authorizing the execution and delivery of this Agreement and all transactions contemplated hereby; and (ii) a certificate of the Purchaser Guarantor as to the accuracy, as of the Closing Date, of the Purchaser Guarantor’s representations and warranties with particulars of any material inaccuracy. (d) Purchaser’s Closing Deliveries The Purchaser will deliver the following to the Vendor: (i) the Closing Date Payment Amount in immediately available funds pursuant to Section 2.2(a)(ii); (ii) a certified copy of resolutions of the directors of the Purchaser authorizing the execution and delivery of this Agreement and all transactions contemplated hereby; (iii) a certificate of the Purchaser as to the accuracy, as of the Closing Date, of the Purchaser’s representations and warranties and the performance of its covenants to be performed at or before the Closing with particulars of any inaccuracy or non-performance (the “Purchaser of such Closing Certificate”); and (iv) the consent to act as managing director of the Company signed by the person nominated by the Purchaser to act as managing director of the Company with effect as of the Effective TimeAction.