Common use of Closing Actions Clause in Contracts

Closing Actions. On the Closing Date, the following actions have to be taken by the Parties, either jointly or separately, and Parties shall procure that the Company provides the respective documents, as the case may be, which shall be taken simultaneously (Zug um Zug): (a) delivery by Sellers to Purchaser of bank statements showing the Cash of the Company as of the Closing Date; (b) delivery by Sellers of copies of resignation letters from the following persons or of a shareholders’ resolution removing the following persons from the supervisory board of the Company, effective prior to or at Closing: (i) Dr. Nedim Cen as member of the supervisory board of the Company; (ii) ▇▇. ▇▇▇▇▇▇▇ ▇. Feldt as member of the supervisory board of the Company; (iii) Mr. Michael El-Hillow as member of the supervisory board of the Company; (iv) ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ as member of the supervisory board of the Company; (v) ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇ as member of the supervisory board of the Company; and (vi) Mr. ▇▇▇▇ ▇▇▇▇▇▇▇▇ as member of the supervisory board of the Company; (c) delivery by Sellers of a copy of the shareholders’ resolution of the Company regarding the discharge from liability (Entlastung) of the persons in Section 4.4(b) for the fiscal year 2009 and the period from 1 January 2010 until the effectiveness of their resignation or, as the case may be removal as supervisory board members; (d) delivery by the Company of a confirmation by fax from the Company’s bank that the debt referred to in Section 3.2(b) has been settled by Seller 3; (e) payment by Purchaser of the Purchase Price to the Sellers in cash; (f) payment of the Purchaser’s Cash Contribution less an amount equal to the amount of the Bank Debt that remains outstanding upon Closing, but in any case payment of not less than the portion of Purchaser’s Cash Contribution as described in Section 4.2(a)(iii) (sub-sentence (iii)) to the Company’s Bank Account; (g) [****] (the “Sellers’ Cash Contribution”)]; (h) payment by the Company in full of the Seller 3 Royalty Claims to the Seller 3 Bank Account; (i) delivery by the Company to Sellers and Purchaser of a confirmation by fax from the Company’s bank evidencing that the payment set forth in Section 4.4(f) has been credited to the Company’s Bank Account; (j) delivery by the Company to Sellers and Purchaser of a confirmation by fax from the Company’s bank evidencing that the Sellers’ Cash Contribution has been credited to the Company’s Bank Account; (k) delivery by Seller 3 of a fax confirmation from its bank that a payment in the amount of the Seller 3 Royalty Claims has been credited to the Seller 3 Bank Account; (l) at the request of Purchaser, either (i) execution by Sellers of an unconditional and irrevocable waiver of all their claims, including payment claims regarding the loan amount and any accrued interest, under the Shareholder Loans and any other claims of Sellers against the Company, but only if and to the extent as specified in Exhibit 4.4(l) (together the “Sellers’ Claims”), or (ii) sale, assignment and transfer of the Sellers’ Claims by Sellers to an Affiliate of Purchaser for a purchase price of [****]; (m) execution by Sellers and Purchaser of a share transfer agreement regarding the Sold Shares, substantially in the form as attached hereto as Exhibit 4.4(m) and transfer and delivery of Share Certificates by way of endorsement (Indossament) to Purchaser; (n) notification by Purchaser to the Company of the change of ownership in the Sold Shares, and entering of Purchaser in the Company’s share register; and (o) confirmation by the Parties in writing that the Closing Conditions have been fulfilled or waived, all actions to be taken on the Closing Date under this Section 4.4 have been taken or waived in accordance with this Agreement and that as a consequence thereof the Sold Shares have been transferred to Purchaser (the “Closing Confirmation”).

Closing Actions. On At the Closing Date, the following actions have to be taken by the Parties, either jointly or separately, and Parties shall procure that the Company provides the respective documents, as the case may be, which shall be taken simultaneously (Zug um Zug):effected in the stated order: (a) delivery by Sellers to Purchaser of bank statements showing the Cash of the Company as of the Closing Date;[deliberately left blank] (b) delivery by The Sellers Representative shall deliver to the Purchaser properly executed waiver letters in a format of which signed copies of resignation letters from the following persons or of a shareholders’ resolution removing the following persons from the supervisory board of the Company, effective prior to or at Closing: are attached hereto as Exhibits 9.4.b (i) to (iii) and waiver letters of all Sellers regarding the Silent Partnership. Furthermore, the parties shall execute the silent partnership transfer agreement regarding MBG (Exhibit R 9), and the Sellers Representative shall deliver to the Purchaser a properly executed tbg waiver pursuant to Section R 10. (c) The Sellers Representative shall deliver to the Purchaser a re-assignment agreement properly executed between the Seller 1 and the Company under which, to the satisfaction of the Purchaser, the Seller 1 re-assigns to the Company intellectual properties (Exhibit 9.4 c)). (d) The Sellers shall deliver to the Purchaser (1) minutes of a supervisory board meeting according to which (i) – firstly - Dr. Nedim Cen ▇▇▇▇ (as member chairman of the board) and Dr. ▇▇▇▇▇ ▇nd Fe▇▇▇▇ ▇rat were appointed as members of the management board for a term of 2 years as from Completion to which they agreed, and (ii) secondly the supervisory board, conditional upon receipt of payment of the First Purchase Price in the Designated Account, approved the assignment and transfer of the Sold Stocks, the stocks referred to above lit.l. and the precautionary stocks transfer referred to in Section 1.3, and (iii) new management guidelines were issued (signed copies of the supervisory board minutes and management guidelines are attached asExhibit _9.4 (d)(i), and (2) Management Agreements properly executed between the Company and each of Dr. ▇▇▇▇ ▇nd Dr. ▇▇▇▇▇ ▇igned copies of which are attached hereto in Exhibit Exhibit _9.4 (d)(ii) (the Management Agreements). (e) The Sellers Representative shall deliver to the Purchaser as Exhibit 9.4 (e)a settlement and re-assignment agreement properly executed between [**Redacted**] and the Company under which, to the satisfaction of the Company; Purchaser, conditional upon receipt of payment of USD219,883 (i) [**Redacted**] re-assigns all assets including [**Redacted**] that were assigned to [**Redacted**] in order to secure [**Redacted**] and (ii) [**Redacted**] declares that all its claims under or in relation to or caused by loan arrangement with the Company are settled upon receipt of said payment. (f) The Sellers Guarantor and the Purchaser shall execute the non-compete agreement contained in Exhibit 8 and attached as signed copy. (g) The Sellers Representative shall deliver to the Purchaser resignation letters of Dr. ▇▇. ▇▇▇ ▇nd Dr. ▇▇▇▇▇▇▇▇▇▇▇▇ ▇. Feldt as member of the s regards their supervisory board of the Company; memberships (iiiattached as signed copies, Exhibit 9.4.g) Mr. Michael El-Hillow and court resolutions according to which following individuals have been appointed by court as member of the new supervisory board of the Company; (iv) members: Eugen Ermantraut, Ve▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ as member . (h) [deliberately left blank] (i) The proxy of the Sellers Representative shall confirm to the Purchaser that no Material Adverse Effect has occurred which is done by signing of this Agreement. (j) The Sellers shall deliver to the Purchaser a confirmatory letter and waiver according to which Bioventures and the Seller 1 confirm that the Company is not liable for any claims under the Bioventures Agreement, and a final form of such confirmatory letter and waiver is attached hereto as Exhibit 9.4.j. (k) The Sellers shall endorse and the Sellers Representative shall hand over to the Purchaser the stock certificates listed in Exhibit 1.1.a; in relation to the Seller 4, the hand over can be substituted for the purposes of a closing action by the Sellers Representative delivering to the Purchaser the acknowledgment and offer letter signed by the Seller 4, and a signed copy of such confirmatory letter and waiver is attached hereto as Exhibit 9.4.k (l) [deliberately left blank] (m) The Purchaser shall pay the First Purchase Price. (n) [deliberately left blank] (o) The supervisory board of the Company;Company shall, upon Sellers’ receipt of payment of the First Purchase Price, register the Purchaser as new stockholder in relation to the Sold Stocks. (vp) ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇ as member of The Agent shall effect the supervisory board of the Company; and (vi) Mr. ▇▇▇▇ ▇▇▇▇▇▇▇▇ as member of the supervisory board of the Company; (c) delivery by Sellers of a copy of the shareholders’ resolution of the Company regarding the discharge from liability (Entlastung) of the persons in Section 4.4(b) for the fiscal year 2009 and the period from 1 January 2010 until the effectiveness of their resignation or, as the case may be removal as supervisory board members; (d) delivery by the Company of a confirmation by fax from the Company’s bank that the debt payments referred to in Section 3.2(b) has been settled by Seller 3;the Transaction Fee Schedule. (eq) payment by Purchaser The Sellers Representative and the proxy of the Purchase Price to Purchaser including the Sellers in cash; (f) payment Agent shall, upon Completion, execute for evidence purposes a closing memorandum confirming the occurrence of Completion and the Purchaser’s Cash Contribution less an amount equal to the amount of the Bank Debt that remains outstanding upon Closing, but in any case payment of not less than the portion of Purchaser’s Cash Contribution as described in Section 4.2(a)(iii) (sub-sentence (iii)) to the Company’s Bank Account; (g) [****] (the “Sellers’ Cash Contribution”)]; (h) payment by the Company in full of the Seller 3 Royalty Claims to the Seller 3 Bank Account; (i) delivery by the Company to Sellers and Purchaser of a confirmation by fax from the Company’s bank evidencing that the payment set forth in Section 4.4(f) has been credited to the Company’s Bank Account; (j) delivery by the Company to Sellers and Purchaser of a confirmation by fax from the Company’s bank evidencing that the Sellers’ Cash Contribution has been credited to the Company’s Bank Account; (k) delivery by Seller 3 of a fax confirmation from its bank that a payment payments provided for in the amount of the Seller 3 Royalty Claims has been credited to the Seller 3 Bank Account; (l) at the request of Purchaser, either (i) execution by Sellers of an unconditional and irrevocable waiver of all their claims, including payment claims regarding the loan amount and any accrued interest, under the Shareholder Loans and any other claims of Sellers against the Company, but only if and to the extent as specified in Exhibit 4.4(l) (together the “Sellers’ Claims”), or (ii) sale, assignment and transfer of the Sellers’ Claims by Sellers to an Affiliate of Purchaser for a purchase price of [****]; (m) execution by Sellers and Purchaser of a share transfer agreement regarding the Sold Shares, substantially in the form as attached hereto as Exhibit 4.4(m) and transfer and delivery of Share Certificates by way of endorsement (Indossament) to Purchaser; (n) notification by Purchaser to the Company of the change of ownership in the Sold Shares, and entering of Purchaser in the Company’s share register; and (o) confirmation by the Parties in writing that the Closing Conditions have been fulfilled or waived, all actions to be taken on the Closing Date under this Section 4.4 have been taken or waived in accordance with this Agreement and that as a consequence thereof the Sold Shares have been transferred to Purchaser (the “Closing Confirmation”)Transaction Fee Schedule.

Closing Actions. On 12.1 At the Scheduled Closing Date, subject to all of the Closing Conditions having occurred or been waived in accordance with this Agreement, the Parties shall take the following actions have to be taken by (the Parties, either jointly or separately, "Closing Actions") in the following order and Parties shall procure that the Company provides the respective documents, as the case may be, which shall be deemed to have been taken simultaneously (Zug um Zug): 12.1.1 the Sellers shall provide (ai) delivery by Sellers to Purchaser of bank statements showing resignation letters from the Cash Resigning Individuals set out in agreed form in Exhibit 12.1.1, effective as of the Company as end of the Closing Date; (b) delivery by Sellers of copies of resignation letters from the following persons or of a shareholders’ resolution removing the following persons from the supervisory board of the Company, effective prior to or at Closing: (i) Dr. Nedim Cen as member of the supervisory board of the Company; 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 Closing Conditions pursuant to Sections 11.3, 11.4, 11.6 and 11.7 and the Purchasers shall deliver to the Sellers a duly signed certificate set out in agreed form in Exhibit 12.1.2(b) in respect of the Closing Condition pursuant to Section 11.7. 12.1.3 Subsequently and simultaneously (Zug um Zug) (a) the 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. ▇▇. , ▇▇▇▇▇▇▇ ▇. Feldt as member of the supervisory board of the Company; (iii) Mr. Michael El-Hillow as member of the supervisory board of the Company; (iv) ▇▇. ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ as member ▇), 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 supervisory board of Financing Banks (or the Companyrelevant agent on their behalf); (vb) ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇ as member the Sellers shall provide the Purchasers with a confirmation of receipt of the supervisory board Full Repayment Amount by the Financing Banks or the Facility Agent on behalf of the Company; and (vi) Mr. ▇▇▇▇ ▇▇▇▇▇▇▇▇ as member of the supervisory board of the CompanyFinancing Banks; (c) delivery by Sellers of a copy of the shareholders’ resolution of the Company regarding the discharge from liability (Entlastung) of the persons in Section 4.4(b) for the fiscal year 2009 and the period from 1 January 2010 until the effectiveness of their resignation or, as the case may be removal as supervisory board members; (d) delivery by the Company of a confirmation by fax from the Company’s bank that the debt referred to in Section 3.2(b) has been settled by Seller 3; (e) payment by Purchaser of the Purchase Price Purchasers shall pay an amount to the Sellers in cash; (fSellers’ Account(s) payment of the Purchaser’s Cash Contribution less an amount which is equal to the amount of the Bank Debt that remains outstanding upon Closing, but in any case payment of not less than the portion of Purchaser’s Cash Contribution as described in Section 4.2(a)(iii) (sub-sentence (iii)) Aggregate Purchase Price payable to the Company’s Bank AccountSellers; (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 third 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 “Sellers’ Cash Contribution”Parties shall jointly instruct the acting notary, in the form as Exhibit 12.1.3(g)];, to file an updated shareholder’s list of the Company with the relevant commercial register; and (h) payment by the Company in full Sellers shall grant Purchaser 1 a notarial certified power of the Seller 3 Royalty Claims to the Seller 3 Bank Account; (i) delivery by the Company to Sellers and Purchaser of a confirmation by fax from the Company’s bank evidencing that the payment set forth in Section 4.4(f) has been credited to the Company’s Bank Account; (j) delivery by the Company to Sellers and Purchaser of a confirmation by fax from the Company’s bank evidencing that the Sellers’ Cash Contribution has been credited to the Company’s Bank Account; (k) delivery by Seller 3 of a fax confirmation from its bank that a payment in the amount of the Seller 3 Royalty Claims has been credited to the Seller 3 Bank Account; (l) at the request of Purchaser, either (i) execution by Sellers of an unconditional and irrevocable waiver of all their claims, including payment claims regarding the loan amount and any accrued interest, under the Shareholder Loans and any other claims of Sellers against the Company, but only if and to the extent as specified in Exhibit 4.4(l) (together the “Sellers’ Claims”), or (ii) sale, assignment and transfer of the Sellers’ Claims by Sellers to an Affiliate of Purchaser for a purchase price of [****]; (m) execution by Sellers and Purchaser of a share transfer agreement regarding the Sold Sharesattorney, substantially in the form as attached hereto as of Exhibit 4.4(m) 12.1.3(h), pursuant to which Purchaser 1 is entitled to hold shareholder meetings and transfer and delivery of Share Certificates by way of endorsement (Indossament) to Purchaser; (n) notification by Purchaser to the Company adopt shareholder resolutions of the change Target Company, it being understood that such power of ownership in attorney ends automatically upon Purchaser 1 being considered as the Sold Sharesshareholder of the Target Company pursuant to § 16 sec. 1, and entering sent. 1 of Purchaser in the Company’s share register; andGerman Act on limited liability companies (GmbHG). (o) confirmation by the Parties in writing that the 12.1.4 Finally, after all Closing Conditions Actions have been fulfilled or waived, all actions to be taken on the Closing Date under this Section 4.4 have been taken duly satisfied or waived in accordance with this Agreement Section 12.1 as the case may be, the Sellers and that as a consequence thereof the Sold Shares have been transferred to Purchaser (Purchasers shall sign the “"Closing Confirmation”)", a draft of which is attached hereto as Exhibit 12.1.

Closing Actions. On At the Closing Date, the following actions have to be taken by the Parties, either jointly or separately, and Parties shall procure that the Company provides the respective documents, as the case may be, which shall be taken simultaneously (Zug um Zug):effected in the stated order: (a) delivery by Sellers to Purchaser of bank statements showing the Cash of the Company as of the Closing Date;[deliberately left blank] (b) delivery by The Sellers Representative shall deliver to the Purchaser properly executed waiver letters in a format of which signed copies of resignation letters from the following persons or of a shareholders’ resolution removing the following persons from the supervisory board of the Company, effective prior to or at Closing: are attached hereto as Exhibits 9.4.b (i) Dr. Nedim Cen to (iii) and waiver letters of all Sellers regarding the Silent Partnership. Furthermore, the parties shall execute the silent partnership transfer agreement regarding MBG (Exhibit R 9), and the Sellers Representative shall deliver to the Purchaser a properly executed tbg waiver pursuant to Section R 10. (c) The Sellers Representative shall deliver to the Purchaser a re-assignment agreement properly executed between the Seller 1 and the Company under which, to the satisfaction of the Purchaser, the Seller 1 re-assigns to the Company intellectual properties (Exhibit 9.4 c)). (d) The Sellers shall deliver to the Purchaser (1) minutes of a supervisory board meeting according to which (i) – firstly - ▇▇. ▇▇▇▇ (as member chairman of the board) and ▇▇. ▇▇▇▇▇ and ▇▇▇▇▇▇ Prat were appointed as members of the management board for a term of 2 years as from Completion to which they agreed, and (ii) secondly the supervisory board, conditional upon receipt of payment of the First Purchase Price in the Designated Account, approved the assignment and transfer of the Sold Stocks, the stocks referred to above lit.l. and the precautionary stocks transfer referred to in Section 1.3, and (iii) new management guidelines were issued (signed copies of the supervisory board minutes and management guidelines are attached asExhibit _9.4 (d)(i), and (2) Management Agreements properly executed between the Company and each of ▇▇. ▇▇▇▇ and ▇▇. ▇▇▇▇▇ signed copies of which are attached hereto in Exhibit Exhibit _9.4 (d)(ii) (the Management Agreements). (e) The Sellers Representative shall deliver to the Purchaser as Exhibit 9.4 (e)a settlement and re-assignment agreement properly executed between [**Redacted**] and the Company under which, to the satisfaction of the Company; Purchaser, conditional upon receipt of payment of USD219,883 (i) [**Redacted**] re-assigns all assets including [**Redacted**] that were assigned to [**Redacted**] in order to secure [**Redacted**] and (ii) [**Redacted**] declares that all its claims under or in relation to or caused by loan arrangement with the Company are settled upon receipt of said payment. (f) The Sellers Guarantor and the Purchaser shall execute the non-compete agreement contained in Exhibit 8 and attached as signed copy. (g) The Sellers Representative shall deliver to the Purchaser resignation letters of ▇▇. ▇▇▇▇▇ and ▇▇. ▇▇▇▇▇▇▇▇▇▇▇▇ ▇. Feldt as member of the regards their supervisory board of the Company; memberships (iiiattached as signed copies, Exhibit 9.4.g) Mr. Michael El-Hillow and court resolutions according to which following individuals have been appointed by court as member of the new supervisory board of the Company; (iv) members: Eugen Ermantraut, ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ as member . (h) [deliberately left blank] (i) The proxy of the Sellers Representative shall confirm to the Purchaser that no Material Adverse Effect has occurred which is done by signing of this Agreement. (j) The Sellers shall deliver to the Purchaser a confirmatory letter and waiver according to which Bioventures and the Seller 1 confirm that the Company is not liable for any claims under the Bioventures Agreement, and a final form of such confirmatory letter and waiver is attached hereto as Exhibit 9.4.j. (k) The Sellers shall endorse and the Sellers Representative shall hand over to the Purchaser the stock certificates listed in Exhibit 1.1.a; in relation to the Seller 4, the hand over can be substituted for the purposes of a closing action by the Sellers Representative delivering to the Purchaser the acknowledgment and offer letter signed by the Seller 4, and a signed copy of such confirmatory letter and waiver is attached hereto as Exhibit 9.4.k (l) [deliberately left blank] (m) The Purchaser shall pay the First Purchase Price. (n) [deliberately left blank] (o) The supervisory board of the Company;Company shall, upon Sellers’ receipt of payment of the First Purchase Price, register the Purchaser as new stockholder in relation to the Sold Stocks. (vp) ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇ as member of The Agent shall effect the supervisory board of the Company; and (vi) Mr. ▇▇▇▇ ▇▇▇▇▇▇▇▇ as member of the supervisory board of the Company; (c) delivery by Sellers of a copy of the shareholders’ resolution of the Company regarding the discharge from liability (Entlastung) of the persons in Section 4.4(b) for the fiscal year 2009 and the period from 1 January 2010 until the effectiveness of their resignation or, as the case may be removal as supervisory board members; (d) delivery by the Company of a confirmation by fax from the Company’s bank that the debt payments referred to in Section 3.2(b) has been settled by Seller 3;the Transaction Fee Schedule. (eq) payment by Purchaser The Sellers Representative and the proxy of the Purchase Price to Purchaser including the Sellers in cash; (f) payment Agent shall, upon Completion, execute for evidence purposes a closing memorandum confirming the occurrence of Completion and the Purchaser’s Cash Contribution less an amount equal to the amount of the Bank Debt that remains outstanding upon Closing, but in any case payment of not less than the portion of Purchaser’s Cash Contribution as described in Section 4.2(a)(iii) (sub-sentence (iii)) to the Company’s Bank Account; (g) [****] (the “Sellers’ Cash Contribution”)]; (h) payment by the Company in full of the Seller 3 Royalty Claims to the Seller 3 Bank Account; (i) delivery by the Company to Sellers and Purchaser of a confirmation by fax from the Company’s bank evidencing that the payment set forth in Section 4.4(f) has been credited to the Company’s Bank Account; (j) delivery by the Company to Sellers and Purchaser of a confirmation by fax from the Company’s bank evidencing that the Sellers’ Cash Contribution has been credited to the Company’s Bank Account; (k) delivery by Seller 3 of a fax confirmation from its bank that a payment payments provided for in the amount of the Seller 3 Royalty Claims has been credited to the Seller 3 Bank Account; (l) at the request of Purchaser, either (i) execution by Sellers of an unconditional and irrevocable waiver of all their claims, including payment claims regarding the loan amount and any accrued interest, under the Shareholder Loans and any other claims of Sellers against the Company, but only if and to the extent as specified in Exhibit 4.4(l) (together the “Sellers’ Claims”), or (ii) sale, assignment and transfer of the Sellers’ Claims by Sellers to an Affiliate of Purchaser for a purchase price of [****]; (m) execution by Sellers and Purchaser of a share transfer agreement regarding the Sold Shares, substantially in the form as attached hereto as Exhibit 4.4(m) and transfer and delivery of Share Certificates by way of endorsement (Indossament) to Purchaser; (n) notification by Purchaser to the Company of the change of ownership in the Sold Shares, and entering of Purchaser in the Company’s share register; and (o) confirmation by the Parties in writing that the Closing Conditions have been fulfilled or waived, all actions to be taken on the Closing Date under this Section 4.4 have been taken or waived in accordance with this Agreement and that as a consequence thereof the Sold Shares have been transferred to Purchaser (the “Closing Confirmation”)Transaction Fee Schedule.

Closing Actions. On At the Closing DateClosing, the following actions have to be taken by the Parties, either jointly or separately, and Parties shall procure that the Company provides the respective documents, as the case may be, which shall be taken simultaneously (Zug um Zug):take place: (a) delivery The Sellers shall deliver or cause to be delivered to the Buyer: (i) a certificate in the forms attached as EXHIBIT V.2.A (I), executed by Sellers to Purchaser of bank statements showing the Cash each of the Company Sellers representing and warranting to the Buyer that each of the Sellers' representations and warranties set forth in the Agreement is true, complete and accurate in all respects as of the Closing Date as if each such representation or warranty was made on the Closing Date; (bii) delivery by Sellers of copies a letter of resignation letters from signed by the following persons or of a shareholders’ resolution removing the following persons from the supervisory board of the Company, effective prior to or at Closing: (i) Dr. Nedim Cen as President and by each member of the supervisory board Subsidiary's Board, in each case, effective upon the appointment of the new President and of the new members of the Subsidiary's Board in accordance with paragraph (iii) hereafter together with a written waiver and release from each such resigning President and member of the Subsidiary's Board in respect of any existing or potential claims against the Company or the Subsidiary, respectively, relating to his or her mandate as President or as a member of the Subsidiary's Board; (iii) a copy of the notification and the minutes of a duly called meeting of the shareholders of each of the Companies, a decision of the President and a meeting of the Subsidiary's Board (a draft of which shall have been prepared and delivered by the Buyer reasonably in advance of the Closing Date), including provisions with respect to the appointment of the new President and the new members of the Subsidiary's Board designated by the Buyer; (iv) the Organizational Documents of the Company (reflecting the transfer of the Shares); (v) a copy of the notification sent to the President on the transfer of the Shares and the minutes of a duly called meeting of the shareholders of the Company authorizing the sale of the Shares to the Buyer in accordance with the by-laws of the Company; (iivi) ▇▇. ▇▇▇▇▇▇▇ ▇. Feldt as member an original copy of each of the supervisory board documents, agreements or corporate resolutions of the Company; (iii) Mr. Michael El-Hillow as member of the supervisory board of the Company; (iv) ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ as member of the supervisory board of the Company; (v) ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇ as member of the supervisory board of the Company; and (vi) Mr. ▇▇▇▇ ▇▇▇▇▇▇▇▇ as member of the supervisory board of the Company; (c) delivery by Sellers of which a copy of the shareholders’ resolution of the Company regarding the discharge from liability (Entlastung) of the persons in Section 4.4(b) for the fiscal year 2009 and the period from 1 January 2010 until the effectiveness of their resignation or, as the case may be removal as supervisory board members; (d) delivery by the Company of a confirmation by fax from the Company’s bank that the debt referred to in Section 3.2(b) has been settled by Seller 3; (e) payment by Purchaser of the Purchase Price to the Sellers in cash; (f) payment of the Purchaser’s Cash Contribution less an amount equal to the amount of the Bank Debt that remains outstanding upon Closing, but in any case payment of not less than the portion of Purchaser’s Cash Contribution as described in Section 4.2(a)(iii) (sub-sentence (iii)) to the Company’s Bank Account; (g) [****] (the “Sellers’ Cash Contribution”)]; (h) payment by the Company in full of the Seller 3 Royalty Claims to the Seller 3 Bank Account; (i) delivery by the Company to Sellers and Purchaser of a confirmation by fax from the Company’s bank evidencing that the payment set forth in Section 4.4(f) has been credited to the Company’s Bank Account; (j) delivery by the Company to Sellers and Purchaser of a confirmation by fax from the Company’s bank evidencing that the Sellers’ Cash Contribution has been credited to the Company’s Bank Account; (k) delivery by Seller 3 of a fax confirmation from its bank that a payment in the amount of the Seller 3 Royalty Claims has been credited to the Seller 3 Bank Account; (l) at the request of Purchaser, either (i) execution by Sellers of an unconditional and irrevocable waiver of all their claims, including payment claims regarding the loan amount and any accrued interest, under the Shareholder Loans and any other claims of Sellers against the Company, but only if and to the extent as specified in Exhibit 4.4(l) (together the “Sellers’ Claims”), or (ii) sale, assignment and transfer of the Sellers’ Claims by Sellers to an Affiliate of Purchaser for a purchase price of [****]; (m) execution by Sellers and Purchaser of a share transfer agreement regarding the Sold Shares, substantially in the form as list is attached hereto as Exhibit 4.4(mEXHIBIT V.2.A(VI) and transfer and delivery executed in each case by all concerned parties in the agreed form attached hereto as EXHIBIT V.2.A(VI), evidencing that each of Share Certificates the covenants listed under ARTICLE IX below to be performed by way of endorsement (Indossament) to Purchaser; (n) notification by Purchaser the Sellers prior to the Company of the change of ownership in the Sold SharesClosing, has been fully and entering of Purchaser in the Company’s share registervalidly performed; and (o) confirmation by the Parties in writing that the Closing Conditions have been fulfilled or waived, all actions to be taken on the Closing Date under this Section 4.4 have been taken or waived in accordance with this Agreement and that as a consequence thereof the Sold Shares have been transferred to Purchaser (the “Closing Confirmation”).

Closing Actions. 6.1 On the Scheduled Closing Date, Date at 10 am (CET) at the following actions have to be taken by the Parties, either jointly or separately, and Parties shall procure that the Company provides the respective documents, as the case may be, which shall be taken simultaneously (Zug um Zug): (a) delivery by Sellers to Purchaser business premises of bank statements showing the Cash of the Company as of the Closing Date; (b) delivery by Sellers of copies of resignation letters from the following persons or of a shareholders’ resolution removing the following persons from the supervisory board of the Company, effective prior to or Noerr LLP at Closing: (i) Dr. Nedim Cen as member of the supervisory board of the Company; (ii) ▇▇. ▇▇▇▇▇▇▇▇▇▇ ▇. Feldt as member of the supervisory board of the Company; (iii) Mr. Michael El-Hillow as member of the supervisory board of the Company; (iv) ▇▇. , ▇▇▇▇▇ ▇▇▇▇▇▇▇ as member of the supervisory board of the Company; (v) ▇▇. ▇▇▇▇ ▇▇ ▇▇▇▇▇▇ , unless the Parties have agreed on another time and/or location, the Parties shall take the following actions (the “Closing Actions”) in the following order: (i) The Sellers shall confirm that the Closing Conditions set forth under Sections through 5.1.4 are fulfilled as member of the supervisory board Closing Date; (ii) the Sellers shall deliver to the Purchaser an executed original of the Company; andPartnership Agreement (including all of its Annexes) between the Sellers, the Founder OHG and the Company as negotiated pursuant to Section 16.1 and effective as of the Closing Date; (iii) the Sellers shall deliver to the Purchaser an executed original of the fully restated managing director service agreement between JL and the Company as negotiated pursuant to Section 16.3; (iv) Each of DF and RB shall deliver to the Purchaser (i) an executed original of a resignation declaration by which they duly resign from their office as managing directors of the Company and the Subsidiary with effect as of the Closing Date and confirm that they have no outstanding claims against the Company and the Subsidiary which relate to the period prior to the Closing Date and (ii) executed originals of the duly executed employment agreements between the Company and DF and the Company or the Subsidiary and RB pursuant to Section 16.2; (v) the Purchaser shall transfer the Closing Payment to the Sellers’ Accounts pursuant to Section 3.3; (vi) Mr. ▇▇▇▇ ▇▇▇▇▇▇▇▇ as member the Sellers shall sign the Confirmation of Receipt and hand it over to the supervisory board of the CompanyPurchaser; (cvii) delivery by the Sellers shall grant a power of a copy of the shareholders’ resolution of the Company regarding the discharge from liability (Entlastung) of the persons in Section 4.4(b) for the fiscal year 2009 and the period from 1 January 2010 until the effectiveness of their resignation or, as the case may be removal as supervisory board members; (d) delivery by the Company of a confirmation by fax from the Company’s bank that the debt referred to in Section 3.2(b) has been settled by Seller 3; (e) payment by Purchaser of the Purchase Price attorney to the Sellers in cash; (f) payment of the Purchaser’s Cash Contribution less an amount equal to the amount of the Bank Debt that remains outstanding upon Closing, but in any case payment of not less than the portion of Purchaser’s Cash Contribution as described in Section 4.2(a)(iii) (sub-sentence (iii)) to the Company’s Bank Account; (g) [****] (the “Sellers’ Cash Contribution”)]; (h) payment by the Company in full of the Seller 3 Royalty Claims to the Seller 3 Bank Account; (i) delivery by the Company to Sellers and Purchaser of a confirmation by fax from the Company’s bank evidencing that the payment set forth in Section 4.4(f) has been credited to the Company’s Bank Account; (j) delivery by the Company to Sellers and Purchaser of a confirmation by fax from the Company’s bank evidencing that the Sellers’ Cash Contribution has been credited to the Company’s Bank Account; (k) delivery by Seller 3 of a fax confirmation from its bank that a payment in the amount of the Seller 3 Royalty Claims has been credited to the Seller 3 Bank Account; (l) at the request of Purchaser, either (i) execution by Sellers of an unconditional and irrevocable waiver of all their claims, including payment claims regarding the loan amount and any accrued interest, under the Shareholder Loans and any other claims of Sellers against the Company, but only if and to the extent as specified in Exhibit 4.4(l) (together the “Sellers’ Claims”), or (ii) sale, assignment and transfer of the Sellers’ Claims by Sellers to an Affiliate of Purchaser for a purchase price of [****]; (m) execution by Sellers and Purchaser of a share transfer agreement regarding the Sold Shares, – substantially in the form as attached hereto as of Exhibit 4.4(m) and transfer and delivery of Share Certificates by way of endorsement (Indossament) to Purchaser; (n) notification by Purchaser to the Company of the change of ownership in the Sold Shares, and entering of Purchaser in the Company’s share register; and (o) confirmation by the Parties in writing that the Closing Conditions have been fulfilled or waived, all actions to be taken on the Closing Date under this Section 4.4 have been taken or waived in accordance with this Agreement and that as a consequence thereof the Sold Shares have been transferred to Purchaser (the “Closing Confirmation”).6.1

Closing Actions. 5.4.1. On the Closing Date, the following actions have contemplated in this Clause 5.4.1 shall be undertaken in the order specified in this Clause 5.4.1, but shall be deemed to be taken by performed simultaneously for the Parties, either jointly or separately, and Parties shall procure that the Company provides the respective documents, as the case may be, which shall be taken simultaneously (Zug um Zug):purpose of this Agreement: (a) delivery by Sellers to Purchaser of bank statements showing the Cash of the Company as of and ▇▇. ▇▇▇▇▇ shall deliver to AHCL the Closing Dateduly executed Updated Disclosure Letter 2, if any; (b) delivery by Sellers of copies of resignation letters from AHCL shall issue instructions for the following persons or of a shareholders’ resolution removing the following persons from the supervisory board remittance of the Subscription Amount to the Company’s designated bank account, effective prior details of which shall be provided by the Company to or at Closing: (i) Dr. Nedim Cen as member AHCL, in writing under the CP Completion Certificate. Upon the issuance of such instructions, AHCL shall submit evidence of such instructions and transfer of the supervisory board of Subscription Amount to the Company’s designated account mentioned above to the Company; (iic) ▇▇▇. ▇▇▇▇▇ shall deliver irrevocable delivery instructions to her depository participant for the transfer of the ▇▇▇. ▇▇▇▇▇ Shares to ▇▇. ▇▇▇▇▇▇’▇ ▇. Feldt as member depository account, and deliver a copy of the supervisory board of the Companyduly acknowledged counterfoil to AHCL; (iiid) Mr. Michael El-Hillow as member The Company shall: (A) upon receipt of the supervisory board Subscription Amount, convene a meeting of the Board (at shorter notice), at which the Board shall pass the following resolutions (which shall be in Agreed Form) (“Closing Board Resolutions”): (i) approving the allotment of the Subscription Shares (other than the AHCL Nominee Subscription Shares) to AHCL and the AHCL Nominee Subscription Shares to the AHCL Nominees, and approving AHCL and the AHCL Nominees as members of the Company in the Company’s register of members in respect of the respective Subscription Shares; (ivii) approving and taking on record the transfer of the ▇▇▇. ▇▇▇▇▇ Shares by ▇▇▇. ▇▇▇▇▇ to ▇▇. ▇▇▇▇▇; (iii) approving appointment of 2 (two) nominees of AHCL as directors of the Company (“AHCL Directors”), with effect from Closing Date; (iv) taking on record the resignation of ▇▇▇. ▇▇▇▇▇ as member of the supervisory board a director of the Company; (v) subject to the approval of the shareholders of the Company, approving the Restated Articles with effect from the Closing Date; (vi) convening a general meeting of the Company to be held on the Closing Date, on shorter notice, for the ratification of the appointment of AHCL Directors and approving the Restated Articles; (vii) authorizing the requisite personnel of the Company to make all filings that are required to be made by the Company under Applicable Law with any Governmental Authorities, including the Registrar of Companies, pursuant to the actions undertaken on the Closing Date, and (viii) take on record the declarations provided by the AHCL Nominees in Form MGT-4, and by AHCL in Form MGT-5, with respect to the beneficial interest in the AHCL Nominee Subscription Shares being held by AHCL, and make necessary entries in this regard in the register of members; and (B) pay requisite stamp duty on the Subscription Shares. (e) The Company shall convene an extraordinary general meeting of its members (at shorter notice), to pass the following resolutions (which shall be in Agreed Form) with requisite majority (“Closing Shareholders Resolutions”): (A) approving appointment of AHCL Directors as the directors of the Company, with effect from the Closing Date; and (B) approving adoption of the Restated Articles with effect from the Closing Date. (f) The Company shall issue and allot the Subscription Shares, file corporate action form with its depository and issue instructions to its depository participant to credit the Subscription Shares (other than the AHCL Nominee Subscription Shares) to the demat account of AHCL and the AHCL Nominee Subscription Shares to the respective demat account of the AHCL Nominees. (g) The Company shall issue a duly stamped letter of allotments: (i) to AHCL to record the allotment of the Subscription Shares (other than the AHCL Nominee Subscription Shares) to AHCL and (ii) each AHCL Nominee, to record the allotment of the relevant AHCL Nominee Subscription Shares. (h) The Company shall deliver to AHCL the duly executed and completed Form PAS-5 (Record of Private Placement) maintained by the Company with respect to the Subscription Shares. (i) The Engagement Agreement shall be executed between the Company and ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇ as member of the supervisory board of the Company; and (vi) Mr. ▇▇▇▇ ▇▇▇▇▇▇▇▇ as member of the supervisory board of the Company; (c) delivery by Sellers of a copy of the shareholders’ resolution of the Company regarding the discharge from liability (Entlastung) of the persons in Section 4.4(b) for the fiscal year 2009 and the period from 1 January 2010 until the effectiveness of their resignation or, as the case may be removal as supervisory board members; (d) delivery by the Company of a confirmation by fax from the Company’s bank that the debt referred to in Section 3.2(b) has been settled by Seller 3; (e) payment by Purchaser of the Purchase Price to the Sellers in cash; (f) payment of the Purchaser’s Cash Contribution less an amount equal to the amount of the Bank Debt that remains outstanding upon Closing, but in any case payment of not less than the portion of Purchaser’s Cash Contribution as described in Section 4.2(a)(iii) (sub-sentence (iii)) to the Company’s Bank Account; (g) [****] (the “Sellers’ Cash Contribution”)]; (h) payment by the Company in full of the Seller 3 Royalty Claims to the Seller 3 Bank Account; (i) delivery by the Company to Sellers and Purchaser of a confirmation by fax from the Company’s bank evidencing that the payment set forth in Section 4.4(f) has been credited to the Company’s Bank Account; (j) delivery by the Company to Sellers and Purchaser of a confirmation by fax from the Company’s bank evidencing that the Sellers’ Cash Contribution has been credited to the Company’s Bank Account; (k) delivery by Seller 3 of a fax confirmation from its bank that a payment in the amount of the Seller 3 Royalty Claims has been credited to the Seller 3 Bank Account; (l) at the request of Purchaser, either (i) execution by Sellers of an unconditional and irrevocable waiver of all their claims, including payment claims regarding the loan amount and any accrued interest, under the Shareholder Loans and any other claims of Sellers against the Company, but only if and to the extent as specified in Exhibit 4.4(l) (together the “Sellers’ Claims”), or (ii) sale, assignment and transfer of the Sellers’ Claims by Sellers to an Affiliate of Purchaser for a purchase price of [****]; (m) execution by Sellers and Purchaser of a share transfer agreement regarding the Sold Shares, substantially in the form as attached hereto as Exhibit 4.4(m) and transfer and delivery of Share Certificates by way of endorsement (Indossament) to Purchaser; (n) notification by Purchaser to the Company of the change of ownership in the Sold Shares, and entering of Purchaser in the Company’s share register; and (o) confirmation by the Parties in writing that the Closing Conditions have been fulfilled or waived, all actions to be taken on the Closing Date under this Section 4.4 have been taken or waived in accordance with this Agreement and that as a consequence thereof the Sold Shares have been transferred to Purchaser (the “Closing Confirmation”).

Closing Actions. 5.2.1 On the Closing Date, the Sellers shall do all of the following actions have (the "Sellers' Closing Actions"): 5.2.1.1 The Sellers shall deliver to be taken the Purchaser the register of Shares; 5.2.1.2 Each Seller or a duly authorized attorney-in-fact of each Seller shall record the transfer of the Shares owned by such Seller to the Parties, either jointly or separatelyPurchaser in the Company's share register, and Parties shall procure sign the Company's share register to that the Company provides the respective documents, as the case may be, which shall be taken simultaneously (Zug um Zug): (a) delivery by Sellers to Purchaser of bank statements showing the Cash of the Company as of the Closing Dateeffect; (b) delivery by 5.2.1.3 The Sellers of copies of resignation letters from will deliver to the following persons or of a shareholders’ resolution removing the following persons from the supervisory board of the Company, effective prior to or at ClosingPurchaser: (i) Dr. Nedim Cen as member a payment receipt for the First Installment of the supervisory board Fixed Portion of the Provisional Purchase Price; (ii) all original books of account, original contracts, correspondence, archives, files, statements of account and, in general, all documents relating to the Company; (iiiii) ▇▇. all bank and credit cards issued in the name of the Company held by the Sellers, as well as bank identifiers; (iv) evidence satisfactory to the Purchaser that the sale of the Shares to the Purchaser has been approved by the respective spouses of ▇▇▇▇▇▇▇ ▇. Feldt as member ▇▇▇▇▇▇ (i.e. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇), ▇▇▇▇ ▇▇ ▇▇▇▇ (i.e. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (i.e. ▇▇▇▇▇▇▇▇ Muls) substantially in the form of the supervisory board of draft document attached as Schedule 8; 5.2.1.4 The Sellers will deliver to the Company;Purchaser: (i) Proof confirming that all Payroll Amounts were paid by the Company on both the Provisional Date and on Closing Date. (ii) Proof confirming that all Major Vendor Accounts Payable were paid by the Company on both the Provisional Date and on Closing Date. (iii) Mr. Michael El-Hillow Copy of bank statements as member per Closing Date, showing that (i) the difference between the Provisional Cash and the Closing Cash is less than 50,000 EUR and (ii) that the Closing Structured Debt does not exceed the Provisional Structured Debt with 50,000 EUR or more. 5.2.1.5 ▇▇▇▇▇ ▇▇▇▇▇▇▇ shall resign as director of the supervisory board Company and shall deliver a signed resignation letter, in accordance with the template attached in Schedule 9; 5.2.1.6 ▇▇▇▇▇ ▇▇▇▇▇▇▇ shall enter into a transfer of IP rights agreement substantially in the form of the draft attached as Schedule 4. 5.2.1.7 ▇▇▇▇ ▇▇ ▇▇▇▇ shall enter into a management agreement with the Company, substantially in the form of the draft attached as Schedule 5 and shall transfer all IP rights held by him to the Company. 5.2.2 On the Closing Date, the Purchaser shall do all of the following (the "Purchaser's Closing Actions"): 5.2.2.1 The Purchaser shall pay the First Installment of the Fixed Portion of the Provisional Purchase Price to the Sellers in accordance with Clause 3.3.1; 5.2.2.2 The Purchaser shall cause a special general meeting of the Company to be held to (ivi) ▇▇. acknowledge the resignation of ▇▇▇▇▇ ▇▇▇▇▇▇▇ as member director of the supervisory board Company and grant provisional discharge (ii) to appoint new directors as designated by the Purchaser; 5.2.2.3 The Purchaser or a duly authorized attorney-in-fact of the Purchaser shall sign the Company's share register to accept transfer of the Shares from the Sellers; 5.2.2.4 The Purchaser shall deliver to the Sellers (vi) ▇▇. a written confirmation by the Purchaser that all of the conditions precedents set out in Clause 4.2 have been satisfied (or waived by the Purchaser) and (ii) a written confirmation by the Purchaser that none of the conditions subsequent set out in Clause 4.3 have occurred (or that they have been waived by the Purchaser). 5.2.2.5 On the Closing Date, the Purchaser shall cause the Company to enter into the following agreements: - Transfer of IP rights from ▇▇▇▇▇ ▇▇▇▇▇▇▇ as member of the supervisory board of to the Company; and (vi) Mr. - Management Agreement with ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ as member of the supervisory board of the Company; (c) delivery by Sellers of a copy of the shareholders’ resolution of the Company regarding the discharge from liability (Entlastung) of the persons in Section 4.4(b) for the fiscal year 2009 and the period from 1 January 2010 until the effectiveness of their resignation or, as the case may be removal as supervisory board members; (d) delivery by the Company of a confirmation by fax from the Company’s bank that the debt referred to in Section 3.2(b) has been settled by Seller 3; (e) payment by Purchaser of the Purchase Price to the Sellers in cash; (f) payment of the Purchaser’s Cash Contribution less an amount equal to the amount of the Bank Debt that remains outstanding upon Closing, but in any case payment of not less than the portion of Purchaser’s Cash Contribution as described in Section 4.2(a)(iii) (sub-sentence (iii)) to the Company’s Bank Account; (g) [****] (the “Sellers’ Cash Contribution”)]; (h) payment by the Company in full of the Seller 3 Royalty Claims to the Seller 3 Bank Account; (i) delivery by the Company to Sellers and Purchaser of a confirmation by fax from the Company’s bank evidencing that the payment set forth in Section 4.4(f) has been credited to the Company’s Bank Account; (j) delivery by the Company to Sellers and Purchaser of a confirmation by fax from the Company’s bank evidencing that the Sellers’ Cash Contribution has been credited to the Company’s Bank Account; (k) delivery by Seller 3 of a fax confirmation from its bank that a payment in the amount of the Seller 3 Royalty Claims has been credited to the Seller 3 Bank Account; (l) at the request of Purchaser, either (i) execution by Sellers of an unconditional and irrevocable waiver of all their claims, including payment claims regarding the loan amount and any accrued interest, under the Shareholder Loans and any other claims of Sellers against the Company, but only if and to the extent as specified in Exhibit 4.4(l) (together the “Sellers’ Claims”), or (ii) sale, assignment and transfer of the Sellers’ Claims by Sellers to an Affiliate of Purchaser for a purchase price of [****]; (m) execution by Sellers and Purchaser of a share transfer agreement regarding the Sold Shares, ; substantially in the form as attached hereto as Exhibit 4.4(m) and transfer and delivery of Share Certificates by way of endorsement (Indossament) to Purchaser; (n) notification by Purchaser to the Company of the change of ownership in the Sold Shares, drafts attached as Schedule 4 and entering of Purchaser in the Company’s share register; and (o) confirmation by the Parties in writing that the Closing Conditions have been fulfilled or waived, all actions to be taken on the Closing Date under this Section 4.4 have been taken or waived in accordance with this Agreement and that as a consequence thereof the Sold Shares have been transferred to Purchaser (the “Closing Confirmation”)Schedule 5.