Common use of Closing Actions Clause in Contracts

Closing Actions. 6.1 On the Scheduled Closing Date at 10 am (CET) at the business premises of Noerr LLP at ▇▇▇▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇, 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 of the Closing Date; (ii) the Sellers shall deliver to the Purchaser an executed original of the Partnership 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) the Sellers shall sign the Confirmation of Receipt and hand it over to the Purchaser; (vii) the Sellers shall grant a power of attorney to the Purchaser – substantially in the form of Exhibit 6.1

Closing Actions. 6.1 On the Scheduled Targeted Closing Date at 10 am (CET) at the business premises of Noerr LLP at ▇▇▇▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇, unless the Parties have agreed on another time and/or locationDate, the Parties Sellers and the Purchaser (as the case may be) shall take take, or cause to be taken, the following actions and in the following order (collectively the “Closing Actions” and each a “Closing Action”) in the following order:): (ia) The Sellers shall confirm that the Closing Conditions set forth under Sections through 5.1.4 are fulfilled as of the Closing Date; (ii) the Sellers shall deliver to the Purchaser an executed original originals of the Partnership Agreement (including all of its Annexes) executed new employment agreements between the SellersCompany and the employees of the Company identified on Exhibit 6.2.1 (a) 1 (the “Key Employees”) in the form of the final drafts attached hereto as Exhibit 6.2.1(a)-2 (the “Key Employee Agreements”). For the avoidance of doubt, the Founder OHG new managing director’s service agreement with Seller 2 shall only be executed and delivered to the Company as negotiated pursuant to Section 16.1 and effective as Purchaser following the execution of the Closing Date;shareholders’ resolution mentioned in Section 6.2.1(n). (iiib) the The Sellers shall deliver to the Purchaser an executed original versions of confirmations of each Seller, stating that (i) any and all receivables and claims of any Seller against the Company, regardless of the fully restated managing director service agreement between JL legal cause, (such receivables and claims together the “Shareholder Receivables”) have been satisfied by the Company in full and that (ii) they waive any further claims they may have against the Company whatsoever, except for potential claims incurred post-Closing under the Related Party Agreements to which they are a party; each as negotiated pursuant to Section 16.3;set forth on Exhibit 6.2.1(b). (ivc) Each of DF and RB The Sellers shall deliver to the Purchaser the executed original of the confirmation by IBA GmbH (“IBA”) a final draft of which is attached hereto as Exhibit 6.2.1(c), stating that (i) IBA has received all outstanding amounts under the loan granted to the Company under the loan agreement dated 1 January 2011 (the “IBA Loan”), (ii) any collateral securing the IBA Loan (if any) has been released and that (iii) IBA does not hold any further claims against the Company whatsoever, except for claims resulting from the Related Party Agreements to which IBA is a party. (d) The Sellers shall deliver to the Purchaser executed original versions of the Amendment, Assumption and Release Agreements. (e) The Sellers shall deliver to the Purchaser the complete and executed original versions of (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 accredited investor questionnaire and (ii) executed originals of the duly executed employment agreements between the Company an underwriter lockup agreement, (i) and DF and the Company or the Subsidiary and RB pursuant to Section 16.2; (vii) the Purchaser shall transfer the Closing Payment to the Sellers’ Accounts pursuant to Section 3.3; (vi) the Sellers shall sign the Confirmation of Receipt and hand it over to the Purchaser; (vii) the Sellers shall grant a power of attorney to the Purchaser – substantially each in the form of the final drafts attached hereto as Exhibit 6.16.2.1(e) ((i) and (ii) together the “Investor Documentation”). (f) The Sellers shall deliver to the Purchaser, for each Phantom Stockholder, the complete and executed original versions of (i) an investment representation agreement and (ii) an underwriter lockup agreement, (i) and (ii) each in the form of the respective final draft attached hereto as Exhibit 6.2.1(f) ((i) and (ii) together the “Phantom Stockholder Documentation”). (g) The Sellers shall deliver to the Purchaser the executed original of the confirmation a copy of which is attached hereto as Exhibit 6.2.1(g), stating that that the loans granted to Epomedics GmbH under loan agreements dated 10 March 2014 and 1 July 2014 have been repaid to the Company in full (including any interest accrued thereon). (h) The Sellers shall deliver to the Purchaser the complete and executed original versions of the termination agreements and the termination letter, copies of which are attached hereto as Exhibit 6.2.1

Closing Actions. 6.1 On 4.2.1 At the Scheduled Closing Date at 10 am (CET) at the business premises of Noerr LLP at ▇▇▇▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇, unless the Parties have agreed on another time and/or locationDate, the Parties shall take perform the following actions (for 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 transfer of the Closing Date; (ii) Shares for which they are responsible: each Party shall deliver to the Sellers other Parties evidence that it is duly authorised to sign this Agreement; the Seller shall deliver to the Purchaser an executed original the agreed form of the Partnership Escrow Agreement (including all of its Annexes) between executed by the Sellers, Seller; the Founder OHG and Purchaser shall deliver to the Company as negotiated pursuant to Section 16.1 and effective as Seller the agreed form of the Closing Date; (iii) Escrow Agreement executed by the Sellers Purchaser; the Seller shall deliver to the Purchaser an executed original evidence that it has remedied any failure or omission to comply with Laws regarding the publication of, or the exemption to publish, the annual accounts of any of the fully restated managing director service agreement between JL Group Companies; MVO B.V. and the Company as negotiated pursuant to Section 16.3; (iv) Each of DF and RB Nooren B.V. shall deliver to the Purchaser the agreed form of the relevant Management Services Agreement executed by MVO B.V. and Nooren B.V., respectively; the Seller, MVO B.V. and Nooren B.V., as the case may be, shall give to the Purchaser statements duly signed by the Seller, MVO B.V. and Nooren B.V. or, as the case may be, any other person (not being any Group Company) being a director of any Group Company, in which each of them (i) an executed original resigns as director of a resignation declaration by which they duly resign the Company and/or any of the Company Subsidiaries, as the case may be, and (ii) waives all rights and claims it may have against the Company (except for certain disclosed running claims from their office existing management agreements or any of the Company Subsidiaries), as managing directors the case may be, and the Purchaser shall give full discharge to each former director of the Company and the Subsidiary with effect as Subsidiaries; and each Party shall take all other action required for the execution of the Closing Date and confirm that they have no outstanding claims against notarial deed of transfer referred to in Clause 4.2.2. 4.2.2 The Seller shall transfer the Company and the Subsidiary which relate Shares 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) Purchaser, the Purchaser shall accept the transfer and the Closing Payment Seller shall procure that the Company shall acknowledge the transfer, the foregoing to be effected by execution by the Sellers’ Accounts pursuant to Section 3.3; (vi) the Sellers shall sign the Confirmation of Receipt and hand it over to the Purchaser; (vii) the Sellers shall grant a power of attorney to Seller, the Purchaser – substantially and the Company, before the Notary, of a notarial deed of transfer in the form of Exhibit 6.1Agreed Terms.

Closing Actions. 6.1 5.2.1 On the Scheduled Closing Date at 10 am (CET) at the business premises of Noerr LLP at ▇▇▇▇▇▇▇▇▇▇▇▇ ▇Date, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇, unless the Parties have agreed on another time and/or location, the Parties shall take the following actions shall occur in the following order (the “Closing Actions”) , which in their entirety shall constitute the following order:“Closing”): (iA) The Sellers the Buyers shall confirm deliver to the Seller (unless delivered earlier) documentary evidence in form and substance reasonably satisfactory to the Seller confirming that all Regulatory Approvals have been obtained and fully satisfied; (B) the Closing Conditions set forth under Sections through 5.1.4 are fulfilled as of Seller shall deliver to the Buyers an extract from the Seller’s Share Account showing the Seller’s title to the Sale Shares free from any Encumbrances and dated not earlier than 3 (three) Business Days prior to the Closing Date; (iiC) the Sellers Buyers shall deliver provide the Seller with details of the Buyers’ Share Accounts for the purposes of transfer of the Sale Shares; (D) the Buyers shall pay the First Instalment (as defined in Schedule 2 to this Agreement), in immediately available funds with the same date value, without any set-off, deduction or counterclaim, to the Purchaser an executed original Seller’s Account (such payment to be evidenced by confirmation to the Seller from the Seller’s Bank that the entire amount of the Partnership Agreement First Instalment has been credited to the Seller’s Account); (including all of its AnnexesE) between the Sellers, the Founder OHG Buyer 2 and the Company as negotiated Seller shall enter into the pledge agreement pursuant to Section 16.1 and effective as clause 6.1 hereto. (F) subject to fulfillment of the Closing DateActions specified in clauses 5.2.1(A)- 5.2.1(E) above the Seller shall transfer: (i) Shares 1 to the Buyer’s 1 Share Account; (iiiii) the Sellers shall deliver Shares 2 to the Purchaser an executed original Buyer’s 2 Share Account, by delivering to the Registrar the transfer instructions (in Russian: передаточные распоряжения) in relation to the Sale Shares in the form prescribed by the Registrar duly signed by the Seller. ​ 5.2.2 At Closing the Parties shall execute such further documents and take such further actions as may be necessary to give full force and effect to the provisions of this Agreement. 5.2.3 If in any respect the fully restated managing director service agreement between JL Closing Actions set out in clause 5.2.1 are not complied with on the Closing Date, the Closing shall only be deemed to have taken place if the Part(y)(ies) not in default confirms in writing on the Closing Date that it/they accept(s) that the Closing may take place (without prejudice to all rights or remedies available to such Part(y)(ies), including the right to claim damages). 5.2.4 If in any respect the Closing Actions set out in clauses 5.2.1(A), 5.2.1(C), 5.2.1(D) and 5.2.1(E) are not complied with on the Closing Date and the Company Seller does not confirm that the Closing may take place as negotiated pursuant to Section 16.3;set out in clause 5.2.3, the Seller may, in its absolute discretion: (ivA) Each of DF and RB shall deliver terminate this Agreement by notice in writing 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 Buyers with effect from the day when the notice shall be deemed duly given in accordance with this Agreement; or (B) postpone the Closing Date by up to thirty (30) days (the Closing Date, as so postponed, being the “Postponed Closing Date”) by notice in writing to the Buyers. For the avoidance of doubt all the provisions of this Agreement in respect of the Closing Date and confirm that they have no outstanding claims against the Company and the Subsidiary which relate shall be also applicable to the period prior to the Postponed 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) the Sellers shall sign the Confirmation of Receipt and hand it over to the Purchaser; (vii) the Sellers shall grant a power of attorney to the Purchaser – substantially in the form of Exhibit 6.1Date.

Closing Actions. 6.1 On the Scheduled Targeted Closing Date at Date, the Sellers and the Purchaser (as the case may be) shall take, or cause to be taken, the following actions and in the following order (collectively the “Closing Actions” and each a “Closing Action”): (a) The Sellers shall deliver to the Purchaser originals of the executed new employment agreements between the Company and the employees of the Company identified on Exhibit 6.2.1 (a) 1 (the “Key Employees”) in the form of the final drafts attached hereto as Exhibit 6.2.1(a)-2 (the “Key Employee Agreements”). For the avoidance of doubt, the new managing director’s service agreement with Seller 2 shall only be executed and delivered to the Purchaser following the execution of the shareholders’ resolution mentioned in Section 6.2.1(n). (b) The Sellers shall deliver to the Purchaser executed original versions of confirmations of each Seller, stating that (i) any and all receivables and claims of any Seller against the Company, regardless of the legal cause, (such receivables and claims together the “Shareholder Receivables”) have been satisfied by the Company in full and that (ii) they waive any further claims they may have against the Company whatsoever, except for potential claims incurred post-Closing under the Related Party Agreements to which they are a party; each as set forth on Exhibit 6.2.1(b). (c) The Sellers shall deliver to the Purchaser the executed original of the confirmation by IBA GmbH (“IBA”) a final draft of which is attached hereto as Exhibit 6.2.1(c), stating that (i) IBA has received all outstanding amounts under the loan granted to the Company under the loan agreement dated 1 January 2011 (the “IBA Loan”), (ii) any collateral securing the IBA Loan (if any) has been released and that (iii) IBA does not hold any further claims against the Company whatsoever, except for claims resulting from the Related Party Agreements to which IBA is a party. (d) The Sellers shall deliver to the Purchaser executed original versions of the Amendment, Assumption and Release Agreements. (e) The Sellers shall deliver to the Purchaser the complete and executed original versions of (i) an accredited investor questionnaire and (ii) an underwriter lockup agreement, (i) and (ii) each in the form of the final drafts attached hereto as Exhibit 6.2.1(e) ((i) and (ii) together the “Investor Documentation”). (f) The Sellers shall deliver to the Purchaser, for each Phantom Stockholder, the complete and executed original versions of (i) an investment representation agreement and (ii) an underwriter lockup agreement, (i) and (ii) each in the form of the respective final draft attached hereto as Exhibit 6.2.1(f) ((i) and (ii) together the “Phantom Stockholder Documentation”). (g) The Sellers shall deliver to the Purchaser the executed original of the confirmation a copy of which is attached hereto as Exhibit 6.2.1(g), stating that that the loans granted to Epomedics GmbH under loan agreements dated 10 am March 2014 and 1 July 2014 have been repaid to the Company in full (CETincluding any interest accrued thereon). (h) at The Sellers shall deliver to the business premises Purchaser the complete and executed original versions of Noerr LLP at the termination agreements and the termination letter, copies of which are attached hereto as Exhibit 6.2.1(h)-1 (the “Termination Agreements”), reflecting the termination of the employment relationship between the Company and the employees listed on Exhibit 6.2.1(h)-2. (i) [Intentionally left blank] (j) The Sellers shall deliver to the Purchaser the complete and executed original version of the amendment agreements regarding the existing [***] between the Company and IBA in the form of the final drafts attached hereto as Exhibit 6.2.1(j). (k) The Sellers shall deliver to the Purchaser the complete and executed original version of the amendment agreement regarding the existing [***] in the form of the final draft attached hereto as Exhibit 6.2.1(k). (l) The Sellers shall deliver to the Purchaser the executed original of a confirmation of [***] in the form of the final draft attached hereto as Exhibit 6.2.1(l), stating that [***] does not hold any claims against the Company whatsoever, except for claims resulting from the new agreement to be entered into in accordance with Section 6.2.1(k). (m) The Sellers shall deliver to the Purchaser the complete and executed original version of the supply agreement in the form of the final draft attached hereto as Exhibit 6.2.1(m). [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (n) The Sellers and the Purchaser shall pass a shareholders’ resolution, a final draft of which is attached hereto as Exhibit 6.2.1(n), according to which all members of the management board and the advisory board of the Company (with the exception of Seller 2 who will remain to be managing director of the Company following Closing) will be removed with immediate effect and ▇▇▇▇▇▇▇▇▇▇▇▇ ▇, ▇. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇, unless will be appointed as an additional managing director of the Parties have agreed on another time and/or location, Company. The Sellers and the Parties Purchaser shall take execute the following actions (new managing director’s service agreement between the “Closing Actions”) Company with Seller 2 in the following order:form of the final draft attached hereto as part of Exhibit 6.2.1(a) and an executed version shall be delivered to Purchaser. (io) The Sellers shall confirm that the Closing Conditions set forth under Sections through 5.1.4 are fulfilled as of the Closing Date; (ii) the Sellers shall deliver to the Purchaser an the complete and executed original version of the option agreement relating to [***] in the form of the final draft attached hereto as Exhibit 6.2.1(o). (p) Seller 2 shall hand over the original of the Partnership Agreement termination letter, a draft of which is attached hereto as Exhibit 6.2.1(p), to the Notary with the instruction to courier such letter to the addressee named therein upon the Notary’s receipt of the executed Closing Confirmation. (including all of its Annexesq) between The Purchaser shall pay 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 ’ Cash Purchase Price Portion to the Sellers’ Accounts pursuant to Section 3.3;Account in accordance with Sections 4.3.5(a) and 5.1. (vir) The Purchaser shall issue to each Seller and each Phantom Stockholder, and reflected in book-entry form for the Sellers shall sign the Confirmation account of Receipt each Seller and hand it over to the Purchaser; (vii) the Sellers shall grant a power of attorney to the Purchaser – substantially each Phantom Stockholder in the form records of Exhibit 6.1Purchaser’s stock transfer agent, the shares of Purchaser’s Common Stock provided in accordance with Sections 4.1.1(a) and 4.3.2 through 4.3.3.

Closing Actions. 6.1 On (a) At the Scheduled Closing Date at 10 am (CET) at the business premises of Noerr LLP at ▇▇▇▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇, unless the Parties have agreed on another time and/or locationShare Exchange Closing, the Parties shall matters set out in Clause 1 and Clause 2 will take place (save as otherwise set out therein). (b) Notwithstanding any other provision of this Agreement, without prejudice to any other rights and remedies the following actions (Purchaser, the “Closing Actions”Company or a Company Shareholder may have, if any provision of Clause 1.3(a) or Clause 2.6 is not complied with in all material respects by the Purchaser, or if any provision of Clause 1.3(b) or Clause 1.3(d) is not complied with in all material respects by the Company, or if any provision of Clause 1.3(c) is not complied with in all material respects by a Company Shareholder, the Purchaser, in the following order: case of any such non-compliance by the Company or any Company Shareholder, or the Company, in the case of any such non-compliance by the Purchaser, shall be entitled, by written notice to the relevant other Party to (i) The Sellers shall confirm that effect the Share Exchange Closing Conditions set forth under Sections through 5.1.4 are fulfilled so far as practicable having regard to the defaults which have occurred (which may include, in the case of a Company Shareholder which has delivered its STF(s) but has otherwise failed to comply fully with Clause 1.3(c)), the Purchaser delivering the portion of the Closing Date; Exchange Shares due to such Company Shareholder to the Transfer and Centralising Agent to be delivered to such Company Shareholder promptly after such Company Shareholder has fulfilled all of its remaining obligations under Clause 1.3(c) or (ii) if such notice is not delivered in accordance with Clause 3.2(b)(i), a new date for the Sellers Share Exchange Closing shall deliver be automatically fixed for ten (10) Business Days after the originally scheduled Share Exchange Closing Date, in which case this Clause 3.2(b) shall apply to the Purchaser an executed original of Share Exchange Closing as deferred. If the Partnership Agreement (including Party which has not complied in all of material respects with its Annexes) between obligations has not done so by the Sellersnew date fixed for the Share Exchange Closing in accordance with Clause 3.2(b)(ii), the Founder OHG Party in compliance may elect not to proceed with the Transactions and deliver notice to terminate this Agreement fourteen (14) days after the originally scheduled Share Exchange Closing Date, whereupon Clause 11.2 and the Company as negotiated pursuant to Section 16.1 and effective as second sentence of the Closing Date;Clause 11.3 shall apply. (iiic) Notwithstanding the Sellers shall deliver to foregoing, the Purchaser an executed original shall not issue any Exchange Shares to a Company Shareholder that has not delivered its STFs in accordance with Clause 1.3(c)(i). (d) Notwithstanding any other provision of this Agreement, without prejudice to any other rights and remedies the fully restated managing director service agreement between JL Company Shareholders or the Purchaser may have, the Company Shareholders and the Company as negotiated pursuant Purchaser shall not be obliged to Section 16.3; (iv) Each complete the sale and purchase 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 any of the Company Shares unless the sale and purchase of all of the Company Shares and the Subsidiary with effect as issuance of all 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) the Sellers shall sign the Confirmation of Receipt and hand it over to the Purchaser; (vii) the Sellers shall grant a power of attorney to the Purchaser – substantially in the form of Exhibit 6.1Exchange Shares are completed simultaneously.

Closing Actions. 6.1 On 5.2.1. At the Scheduled Closing the following Closing Actions shall be completed in the order specified below: (a) the Parties shall submit to each other the relevant evidence of authority of each person that is to take acts in law at Closing on behalf of the respective Party in order to confirm that the Parties are represented at Closing in person or by duly authorised representatives; (b) by signing the Closing Certificate specified in Section 5.2.1(r), the Parties confirm to each other that all Conditions Precedent set out in Sections 3.1 and 3.2 have been fulfilled or have been waived by the respective Party; (c) the Sellers shall deliver to the Buyer the properly produced extracts from the Sellers’ personal securities accounts issued on the beginning of the Closing Date at by the securities account manager (administrator of the securities account which is a licenced financial institution), evidencing that the Sellers own all the Sale Shares and showing absence of any Encumbrances over the Sale Shares; (d) the Buyer shall pay to the Company the New Equity Shares issue amount, a part of which equal to the sum of the Shareholder’s Loan and the External Financial Facilities shall be used for repaying the Shareholder’s Loan and the External Financial Facilities on behalf of the Company directly to the Seller 3 and the respective creditors; and the Buyer, the Seller 1 and the Seller 2 shall sign a commitment letter confirming that: (i) as soon as the Buyer is registered as a shareholder of the Company in the Register of Legal Entities and the Information System of Participants of Legal Entities (JADIS), the Buyer shall together with the Seller 1 and the Seller 2 adopt a decision of the Company’s shareholders meeting regarding the increase of the Company’s share capital by issuing the New Equity Shares, and (ii) the Buyer and the Company shall enter into a share subscription agreement with respect to the New Equity Shares; (e) the Buyer and the Company shall deliver to the Seller 3 a copy of the payment order evidencing that the Shareholder’s Loan has been paid; (f) the Sellers shall terminate the Former Shareholder’s Agreement and provide termination document of the Former Shareholders’ Agreement in a form of Annex 10 am concluded between the Sellers the Company and other parties to the Former Shareholders’ Agreement (CETif any), which includes confirmation that neither party under the said agreements has claims towards each other regarding improper performance of undertakings. For the avoidance of doubt, the Seller 3 shall confirm that it has unconditionally and irrevocably waived its right to the liquidation preference amount under the terms and conditions provided in the Former Shareholders’ Agreement; (g) at the business premises Seller 1 and the Seller 2, the Buyer and the Company will sign the New Shareholders Agreement; (h) the Seller 4 and the Company will sign the termination agreement regarding termination of Noerr LLP at ▇▇▇▇▇▇▇▇▇the Management Services Agreement in a form of Annex 11 under which the Seller 4 and the Company shall confirm that all the obligations under the Management Services Agreement of the parties are fully performed or waived and each party does not have any claims against each other arising from the Management Services Agreement; (i) the Buyer, the Company and Group Companies shall provide release letter(s) in a form of Annex 12 issued to the benefit of the CEO and all members of the management board of the Group Companies, particularly stating that the Buyer, the Group Company and Group Companies do not have any claims against them and should any claims occur the CEO and the members of the management board of the Group Company are released from any liability in their capacity as CEO and members of the board of the Group Company for the actions taken by them before the Closing. For the avoidance of any doubt, the Parties hereby also acknowledge and confirm that such release letters issued to the benefit of the Seller 1 and the Seller 2 are purely related to: i) obligations of the Seller 1 acting as the CEO and member of the management board of the Company before Closing Date; ii) obligations of the Seller 2 acting as the member of the management board of the Company before Closing Date, and under no circumstances can be invoked by the Seller 1 or the Seller 2 to limit or waive Seller’s 1 or Seller’s 2 own liability under this Agreement; (j) the Sellers shall provide resignation letters in a form of Annex 13 as of the Closing Date of the following members of the management board of the Company stating that such members do not have any financial or other claims against the Company or Group Companies: (i) A▇▇▇ ▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, (ii) B▇▇ ▇▇▇ ▇▇▇▇▇ H▇▇▇▇▇, unless and (iii) S▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇; (k) the Parties have agreed on another time and/or location, the Parties Sellers shall take the following actions (the “Closing Actions”) provide confirmations in the following order: a form of Annex 4 of (i) The Sellers shall confirm V▇▇▇▇▇▇ ▇▇▇▇▇, as the CEO and member of the management board of the Company, and (ii) L▇▇▇▇ ▇▇▇▇▇▇▇▇▇, as the member of the management board of the Company, stating that such members do not have any financial or other claims against the Closing Conditions set forth under Sections through 5.1.4 are fulfilled Company or Group Companies as of the Closing Date; (iil) the Sellers Buyer shall pay 75% of the total Management Option Shares issue price for the Management Option holders (to the extent the Company’s Management have exercised its Management Options) directly to the Company and shall deliver to the Purchaser an executed original Sellers the copy of payment order, confirming that the respective amount is credited in the bank account of the Partnership Agreement Company; (including all m) the Buyer and the Management Option holders shall sign share purchase agreements in a form of Annex 17 with respect to sale and purchase of 50% of the Management Option Shares (to the extent the Company’s Management have exercised its AnnexesManagement Options); (n) between the Buyer shall pay 75% of the total InMotion Option Shares issue price for the Seller 4 directly to the Company and shall deliver to the Seller 4 the copy of payment order, confirming that the respective amount is credited in the bank account of the Company. Parties also agree that the part of the Base Purchase Price to be paid by the Buyer to the Seller 4 shall be reduced by the amount paid by the Buyer directly to the Company under this Section; (o) the Buyer shall, on behalf of the Sellers, pay the Founder OHG sum of the TGS Payments and the Quilty Analytics Payments Sellers directly to the Company as negotiated pursuant and shall deliver to Section 16.1 and effective as the Sellers the copy of payment order(s), confirming that the respective amount is credited in the bank account of the Closing DateCompany; and such payment shall be deemed to be a partial payment of the Base Purchase Price/the Purchase Price where the total amount is allocated as follows: (i) from the part of the Base Purchase Price to be paid by the Buyer to the Seller 1 shall be deducted: (i) 50% of the amount of the TGS Payments; and (ii) the amount of the Quilty Analytics Payments in proportion to the Seller’s 1 pro rata portion of the received Purchase Price; (ii) from the part of the Base Purchase Price to be paid by the Buyer to the Seller 2 shall be deducted : (i) 50% of the amount of the TGS Payments; and (ii) the amount of the Quilty Analytics Payments in proportion to the Seller’s 2 pro rata portion of the received Purchase Price; (iii) from the Sellers shall deliver part of the Base Purchase Price to be paid by the Buyer to the Purchaser an executed original Seller 3 shall be deducted : the amount of the fully restated managing director service agreement between JL and Quilty Analytics Payments in proportion to the Company as negotiated pursuant to Section 16.3Seller’s 3 pro rata portion of the received Purchase Price; (iv) Each from the part of DF the Base Purchase Price to be paid by the Buyer to the Seller 4 shall be deducted : the amount of the Quilty Analytics Payments in proportion to the Seller’s 4 pro rata portion of the received Purchase Price; (p) the Buyer shall pay the Base Purchase Price less the sum of the amounts of the Quilty Analytics Payments and RB the TGS Payments and 75% of the total InMotion Option Shares issue price to the Sellers and shall deliver to the Purchaser Sellers the copy of payment order, confirming that the amount equal to the Base Purchase Price is credited in the bank accounts following instructions specified in Section 2.3.4; (q) the Sellers and the Buyer shall deliver written instructions in a form of Annex 14, which may be amended if the manager of securities account of shareholders of the Company deems it necessary, signed by the Sellers and the Buyer to the manager of securities account of shareholders of the Company together with one copy of this Agreement and shall deliver or sign in wet ink (if needed) or in any other form any other document requested by the manager of the securities accounts and shall cause the manager of securities account of shareholders of the Company to: (i) an executed original of a resignation declaration by which they duly resign from their office as managing directors make entries in the securities accounts of the Company and Sellers evidencing that the Subsidiary with effect as Sale Shares are transferred to the Buyer; (ii) open the securities accounts of the Buyer; (iii) make the entries in the securities account of the Buyer evidencing that the Buyer has acquired the Sale Shares on the Closing Date free of any Encumbrances; (iv) properly produce an extract from the Sellers’ securities account in the agreed form evidencing transfer of ownership right of the Sellers to the Sale Shares on the Closing Date; and (v) properly produce an extract from the Buyer’s securities account in the agreed form evidencing the Buyer’s ownership right to the Sale Shares on the Closing Date and confirm that they have no outstanding claims against absence of any Encumbrance over 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;Sale Shares. (v) the Purchaser shall transfer the Closing Payment to the Sellers’ Accounts pursuant to Section 3.3; (vir) the Sellers and the Buyer shall sign a Closing Certificate in a form of Annex 15 confirming that the Confirmation of Receipt and hand it over Closing has occurred. 5.2.2. The title to the Purchaser; (vii) Sale Shares shall be deemed irrevocably passed from the Sellers shall grant a power of attorney to the Purchaser – substantially Buyer if all Closing Actions are completed. 5.2.3. It is being understood that all Closing Actions will be deemed to have been completed at the same time; but no Closing Action to be taken at the Closing and no document to be executed or delivered at the Closing shall be deemed taken, executed or delivered until all Closing Actions have been taken, executed and delivered. 5.2.4. The Closing shall not be deemed to have occurred until all Closing Actions have been completed or waived by the respective Party. 5.2.5. In the event the Closing has not occurred in accordance with the form terms of Exhibit 6.1the Agreement due to any reason without the fault of either Party by the Long Stop Date (e.g., CFIUS’s refusal to issue the approval provided that the Sellers and the Buyer (if the information about the Buyer is required) provided all the necessary documentation to CFIUS), then this Agreement may be terminated unilaterally by any Party with immediate effect on delivery of the written termination notice under the terms and conditions of Sections 10.2.1 and 10.2.

Closing Actions. 6.1 On on the Scheduled fifth (5) Business Day after the last Closing Date at 10 am Condition set out in Sections 8.3.2 and 8.3.3 (CETexcept for the condition precedent set out in Section 8.3.3(d)) at the business premises of Noerr LLP at ▇▇▇▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇, unless has been satisfied or waived or on such other date as the Parties have agreed on another time and/or locationmay agree, the Parties shall take undertake and shall procure that the Company undertakes the following actions (the “Closing Actions”) in the following ordersequence: (ia) The Sellers Company shall confirm that the Closing Conditions set forth under Sections through 5.1.4 are fulfilled as of the Closing Date; (ii) the Sellers shall deliver to the Purchaser an executed original of the Partnership 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 enter into a managing director service agreement between JL and the Company as negotiated pursuant to Section 16.3; (ivGeschäftsführeranstellungsvertrag) 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) the Sellers shall sign the Confirmation of Receipt and hand it over to the Purchaser; (vii) the Sellers shall grant a power of attorney to the Purchaser – Seller 1 substantially in the form of Exhibit 6.18.2a) hereto (collectively, the “Employment Agreement”). (b) Seller 1 shall be appointed as further managing director of the Purchaser. (c) The Company and Seller 2 have entered into a termination agreement (Aufhebungsvertrag) regarding the employment of Seller 2 with the Company, whereby the employment of Seller 2 terminates on the Closing Date at the latest and Seller 2 has no claims under the employment against the Company other than the continued payment of the usual salary of Seller 2 (under the service agreements entered into by the Company and the Seller 2 prior to the date of this Agreement and disclosed in the Data Room) up to the date when the employment terminates. The Company has revoked the general commercial power of attorney (Prokura) of Seller 2. (d) The Parties have entered into the Stock Escrow and Pledge Agreement with the Custodian substantially in the form of the draft attached hereto as Exhibit 3.2.2(A). (e) Purchaser shall have received the Financial Statements. (f) Purchaser shall pay the Cash Consideration to Sellers Account. (g) Purchaser shall transfer the Consideration Shares to the offices of the Custodian as set forth in the Stock Escrow and Pledge Agreement with the Custodian.

Closing Actions. 6.1 On the Scheduled Closing Date at 10 am (CET) at the business premises of Noerr LLP at ▇▇▇▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇, unless the Parties have agreed on another time and/or locationDays, the Parties shall take the following actions (such action collectively herein also referred to as the “Closing Actions” and each of them a “Closing Action”) in the following order: 7.3.1 On Closing Day I the Parties shall take the following Closing Actions (i) The “Closing Actions I”): 7.3.1.1 Each Party shall submit to the other Parties evidence of the authority of each person executing a document or acting on its behalf regarding any Closing Action; and 7.3.1.2 the Sellers shall confirm that provide to the Purchaser evidence of the fulfillment of the Closing Conditions I set forth under Sections through 5.1.4 are fulfilled in Section 6.1.2; and 7.3.1.3 the Purchaser shall deliver to the Sellers written confirmation, such confirmation substantially in the form as set forth in Schedule 7.3.1.3, whether, as of the Closing Date;Day I, the Purchaser is aware of any violation of the Sellers’ Warranties as set forth in Section 9 (it being understood that this statement shall have no effect on the Sellers’ obligations and liabilities and shall not preclude the Covered Persons from taking any action, or enforcing any claim, under the Agreement and that it shall not be used by the Sellers as a defence against any claim of the Covered Persons); and (ii) 7.3.1.4 the Sellers shall deliver to the Purchaser an executed original of the Partnership Agreement (including a written statement that all of its Annexes) between the Sellersrepresentations made in Section 9 are true, the Founder OHG correct and the Company as negotiated pursuant to Section 16.1 and effective complete as of the Closing Date;Day I (regardless of whether the statement in Section 9 refers to the day hereof) or, as the case may be, list any discrepancies as of the Closing Day I; and (iii) 7.3.1.5 the Sellers shall deliver to the Purchaser an executed original a photocopy of the fully restated managing director service agreement between JL resolution of the shareholder’s meeting of the Company having taken place prior to or on Closing Day I in which the shareholder’s meeting approves the split of the Shares as stipulated in Sections 2.3 and 2.4; and 7.3.1.6 the Purchaser shall pay the Purchase Price I and the Company as negotiated pursuant Preliminary Purchase Price II to the Sellers to be credited to the Sellers’ Bank Accounts in compliance with Section 16.3; (iv) Each 4.4 and submit copies of DF the relevant transfer instructions to the Sellers and RB the Sellers shall deliver to the Purchaser the confirmation of due payment as set forth in Section 4.4. 7.3.2 On Closing Day II the Parties shall take the following Closing Actions (i) an executed original of a resignation declaration by which they duly resign from their office as managing directors “Closing Actions II”): 7.3.2.1 Each Party shall submit to the other Parties evidence of the Company and the Subsidiary with effect as authority of the each person executing a document or acting on its behalf regarding any 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;Action; and (v) 7.3.2.2 the Purchaser shall transfer pay the Closing Payment Purchase Price III to the Sellers to be credited to the Sellers’ Bank Accounts pursuant in compliance with Section 4.4 and submit copies of the relevant transfer instructions to Section 3.3; (vi) the Sellers and the Sellers shall sign the Confirmation of Receipt and hand it over to the Purchaser; (vii) the Sellers shall grant a power of attorney deliver to the Purchaser – substantially the confirmation of due payment as set forth in Section 4.4; 7.3.2.3 the Parties shall execute the assignment agreement regarding the Shares III in notarized form essentially in the form of Exhibit 6.1Schedule 7.3.2.3.

Closing Actions. 6.1 On the Scheduled Closing Date at 10 am (CET) at the business premises of Noerr LLP at ▇▇▇▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇, 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 of the Closing Date;, each of the following events shall take place simultaneously. Closing shall not be deemed to occur unless all the actions set out below in this Clause 6.2 have been completed: (ii) 6.2.1 The Company and the Sellers shall deliver to the Purchaser an executed original of the Partnership Agreement (including all of its Annexes) between the SellersUpdated Disclosure Letter, 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) the Sellers shall sign the Confirmation of Receipt and hand it over if any, to the Purchaser; 6.2.2 The Purchaser shall provide, and cause the Purchaser Nominee to provide, to their respective banks, irrevocable wire transfer instructions for effecting the following transfers: (viia) Transfer of their respective portions of the Seller 1 Purchase Consideration to the bank account designated by Seller 1 in accordance with Clause 3.2; and (b) Transfer of Seller 2 Purchase Consideration to the bank account designated by Seller 2 in accordance with Clause 3.2. The Purchaser shall provide a copy of the aforementioned instructions along with the acknowledgement, including a copy of MT-101/MT-103 SWIFT or equivalent details to enable the Sellers to track the remittance; 6.2.3 Simultaneous with the delivery of the irrevocable wire transfer instructions and a copy of MT-101/MT-103 SWIFT or equivalent details to enable the Sellers to track the remittance, each of the Sellers shall grant a power deliver the duly executed share transfer forms and original share certificates in respect of attorney their respective Sale Shares to the Purchaser – substantially and the Purchaser Nominee; 6.2.4 Each of the directors on the Board (“Resigning Directors”) shall have tendered their resignation, in the form format as provided in Schedule IV (Format of Exhibit 6.1Resignation Letter) which resignation shall be effective from the Closing; 6.2.5 The Company shall conduct a Board meeting (“Closing Date Board Meeting”) at which there shall be passed a resolution to: (a) approve/record the transfer of the Sale Shares from each of the Sellers to the Purchaser and the Purchaser Nominee;

Closing Actions. 6.1 On At the Scheduled Closing Date at 10 am (CET) at the business premises of Noerr LLP at ▇▇▇▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇, unless the Parties have agreed on another time and/or location, the Parties shall take the following actions (the “Closing Actions”) shall be taken in the following ordersequence and in mutual interdependence from each other (Zug um Zug): (a) Seller shall present and deliver to Buyer the following documents: (i) The Sellers shall confirm that certificates representing the Closing Conditions set forth under Sections through 5.1.4 are fulfilled as of the Closing DateShares, duly endorsed in blank; (ii) the Sellers shall deliver unanimous resolution of the Company’s board of directors consenting to the Purchaser an executed original transfer of the Partnership Agreement (including all Shares to Buyer and to the registration of its Annexes) between Buyer as the Sellers, sole shareholder of the Founder OHG and Shares in the share register of 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 share register of the fully restated managing director service agreement between JL and Company in which Buyer has been registered as holder of the Company as negotiated pursuant to Section 16.3Shares; (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 excerpt of the Company and the Subsidiary with effect as commercial register of the Closing Date and confirm that they have no outstanding claims against Canton of Zurich (or any equivalent official document) evidencing the Company and the Subsidiary which relate to the period prior to the Closing Date and (ii) executed originals signing authority of the duly executed employment agreements between the Company and DF and the Company or the Subsidiary and RB pursuant to Section 16.2Seller’s signatories; (v) a resolution passed by Seller’s board of directors approving, and authorizing the Purchaser shall transfer the Closing Payment to the Sellers’ Accounts pursuant to Section 3.3execution, delivery and performance of this Agreement on behalf of Seller; (vi) the Sellers shall sign resignation letters as per the Confirmation drafts attached hereto as Schedule 2.3(a)(vi) of Receipt the Persons listed therein (the “Resigning Directors”) as members of the board of directors of the Company, and hand it over a written confirmation, duly signed on behalf of Seller and the Company in form and substance satisfactory to Buyer, to the Purchasereffect that all Closing Conditions have been fully satisfied or waived by Seller, with the relevant documentary evidence, all as set forth in Section 7; (vii) the Sellers shall grant a power of attorney evidence reasonably satisfactory to the Purchaser – substantially Buyer that the Building Transfer Condition has been met (as defined in Section 6.7(b)); and (viii) evidence reasonably satisfactory to the Buyer that the Dividend Filings pursuant to Section 6.3(b) have been duly made, including, but not limited to, copies of the filed Forms 102 and 106 and the evidence of the mailing of same. (b) Following the actions by Seller set forth in the preceding Subsection, Buyer shall: (i) pay to Seller by wire transfer, to a bank account with a Swiss bank to be designated by Seller, the Purchase Price in U.S. Dollars; (ii) deliver to Seller documentary evidence of the completed wire transfer to Seller; (iii) deliver to Seller an excerpt of the commercial register (or any equivalent official document) evidencing the signing authority of Buyer’s signatories; (iv) deliver to Seller a resolution passed by Buyer’s board of directors approving, and authorizing the execution, delivery and performance of this Agreement on behalf of Buyer; (v) issue a written confirmation, duly signed on behalf of Buyer in form of Exhibit 6.1and substance satisfactory to Seller, to the effect that all Closing Conditions have been fully satisfied or waived by Buyer, with the relevant documentary evidence, all as set forth in Section 8.

Closing Actions. 6.1 On the Scheduled Closing Date at 10 am (CET) at the business premises of Noerr LLP at ▇▇▇▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇, unless the Parties have agreed on another time and/or locationDate, the Parties shall take take, or if applicable, cause to be taken, concurrently (Zug um Zug) the following actions (the “Closing Actions”) ), in the following ordereach case if not already taken before in accordance with this Agreement: (ia) The Sellers shall confirm that the Closing Conditions set forth under Sections through 5.1.4 are fulfilled as of the Closing Date; (ii) the Unless this has been done before, Sellers shall deliver to the Purchaser an executed original Buyer copies of the Partnership 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 addenda to the Purchaser an executed original of the fully restated service agreements with each 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 employment agreements with effect as each 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 Key Employees duly executed employment agreements between by the Company relevant parties in accordance with Sections 9.1 and DF and the Company or the Subsidiary and RB pursuant to Section 16.29.2; (vb) Buyer shall pay the Purchaser shall transfer the Closing Payment Cash Consideration, including any applicable bank fees or charges, to the Sellers’ Accounts pursuant to Section 3.3with discharging effect towards the Sellers; (vic) Buyer shall deliver to Sellers 1 and 3 a Notice setting forth the amount of the Consideration Shares to be transferred to Sellers 1 and 3 as Equity Consideration and Sellers 1 and 3 shall sign acknowledge and confirm the Confirmation amount of Receipt and hand it over to the Purchaser; (vii) the Sellers shall grant a power of attorney to the Purchaser – substantially Consideration Shares in the form of Exhibit 6.1a Notice; d) Buyer shall assign to Sellers 1 and 3 and Sellers 1 and 3 shall acquire the Consideration Shares, free of Encumbrances but subject to any restrictions under the applicable Laws (including stock exchange rules) and any restrictions expressly agreed upon by the Parties hereunder; e) Seller 1 and Seller 3 must have been duly registered as stockholders of the Consideration Shares and the Consideration Shares as set forth in Section 6.1.4a) – in both cases (registered and, to the extent legally possible, unrestricted) - have been transferred free of charge to the share accounts of Seller 1 and Seller 3 in accordance with standard registration periods under United States securities laws and regulations but no later than 31 January 2025;

Closing Actions. 6.1 On the Scheduled Closing Date at 10 am (CET) at the business premises of Noerr LLP at ▇▇▇▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇, unless the Parties have agreed on another time and/or locationDate, the Parties shall take Seller and the Purchaser (as the case may be) shall, in prompt succession, take, or cause to be taken, the following actions as set forth in Section 10.2(a) to 10.2(h) simultaneously (Zug um Zug) in the sequence as set out below (the “Closing Actions”) ), provided that the documents to be exchanged in fulfillment of the Closing Actions are physically available to the legal advisors of the Parties on the Scheduled Closing Date at the place at which the Closing shall take place and those documents, of which agreed form versions are attached to this Agreement, are substantially in the following orderform as attached hereto: (i) The Sellers Purchaser shall confirm that pay an amount equal to the Closing Conditions set forth under Sections through 5.1.4 are fulfilled as of Preliminary Purchase Price into the Closing DateSeller’s Bank Account and such amount shall be finally credited to the Seller’s Bank Account; (ii) The Purchaser shall pay the Sellers Bank Repayment Amount on behalf of the relevant Group Companies into the Finance Parties’ Bank Account and the Bank Repayment Amount shall deliver be finally credited to the Purchaser an executed original of the Partnership 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 DateFinance Parties’ Account; (iii) the Sellers shall deliver to The Seller and the Purchaser an executed original of shall execute the fully restated managing director service agreement between JL and Closing Disclosure Letter, substantially in the Company form as negotiated pursuant to Section 16.3attached in Exhibit 10.2(c); (iv) Each of DF and RB The Seller 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) the Sellers shall sign the Confirmation of Receipt and hand it over Shareholder Loan Termination Agreement to the Purchaser; (viiv) the Sellers The Seller shall grant a power of attorney deliver to the Purchaser – substantially in duly executed Advisory Board Resignation Letters for each of [***]; (vi) The Purchaser shall procure that the form of Exhibit 6.1Shareholders’ Resolution exocad Group GmbH is passed; (vii) The Purchaser shall pass the Shareholders’ Resolution Company; and (viii) The Purchaser shall, and shall cause the respective Group Companies to, pass the Shareholders’ Resolutions Subsidiaries.

Closing Actions. 6.1 On The Parties acknowledge and agree that it is a requirement for the Scheduled sale and purchase of the Sale Shares to be completed that all the below actions to be carried out on the Closing Date at 10 am pursuant to this Clause 3.2, and all documents to be executed or delivered hereunder, are effectively completed and executed or delivered simultaneously (CETen unidad de acto) at on the business premises of Noerr LLP at ▇▇▇▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇, unless date hereof: (a) The Parties shall grant before the Notary a public deed pursuant to which (i) the Parties have agreed on another time and/or locationformalize (elevación a público) this Agreement into public deed, (ii) the Parties shall take Seller acknowledges satisfaction of the following actions Purchase Price by means of the set-off of the Loan Amount, and (iii) the Seller transfers ownership and deliver the Sale Shares to the Buyer and the Buyer, in turn, acquires and receives the Sale Shares (the “Closing ActionsPublic Deed”); (b) in The Seller shall sign and deliver, or cause to be delivered, to the Buyer the following orderitems: (i) The Sellers shall confirm that original public deed titles of ownership with respect to the Closing Conditions set forth under Sections through 5.1.4 are fulfilled as Sale Shares to record in said titles the transfer of the Closing DateSale Shares to the Buyer; (ii) powers of attorney sufficient for the Sellers shall deliver to the Purchaser an executed original execution of the Partnership this 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 Dateany other Ancillary Agreement; (iii) a certificate issued by the Sellers shall deliver joint and several directors of the Company (with their signatures duly notarized), in form and substance reasonably satisfactory to the Purchaser an executed original Buyer and for its inclusion in the Public Deed, certifying with reference to the Company’s Registry Book of Shareholders (Libro Registro de Socios) (A) the ownership of the fully restated managing director service Sale Shares, (B) that the Sale Shares are free from any Liens, and (C) that all requirements for the transfer of the Sale Shares to the Buyer set forth by Law, the Company’s bylaws and any relevant agreement between JL and the Company as negotiated pursuant to Section 16.3have been duly complied with; (iv) Each of DF and RB shall deliver to letter signed by all the Purchaser (i) an executed original of a resignation declaration by which they duly resign from their office as managing directors shareholders of the Company renouncing to and waiving any preemption rights in relation to the Subsidiary with effect as transfer of the Closing Date and confirm that Sale Shares to which they have no outstanding claims against might be entitled by virtue of Law, 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 Company’s bylaws or the Subsidiary and RB pursuant to Section 16.2Existing Shareholders Agreement; (v) adequate evidence of the Purchaser shall transfer termination of the Closing Payment to Existing Shareholders Agreement signed by all the Sellers’ Accounts pursuant to Section 3.3shareholders of the Company; (vi) the Sellers transfer of the Sale Shares shall sign be recorded in the Confirmation Company’s Registry Book of Receipt and hand it over to the PurchaserShareholders; (vii) the Sellers shall grant a power of attorney to the Purchaser – substantially duly executed release in the form mutually agreed to by the Buyer (the “Shareholder Release”) from the Seller and the Founders; and (viii) A General Shareholders’ meeting in the Company shall be held with universal nature adopting, the following resolutions: (i) resignation of Exhibit 6.1the current joint and several directors of the Company, (ii) change of the Company’s management structure to a Board of Directors; (iii) appointment of the Board members listed in Clause 4.4. of the Shareholders Agreement; (iv) approval of new by-laws of the Company. Concomitantly, a Board of Director’s meeting shall be held appointing the Chairman and Secretary of the Board of Directors of the Company in accordance with the above referred Clause 4.4. of the Shareholders Agreement. (ix) Delivery by the Buyer of discharge letters for the benefit of the director(s) undertaking, in the absence of fraud or gross negligence, not to bring any direct action against him/them for any past action in his/its condition as director in relation to the management of the Company. (c) The Founders and the Buyer shall execute the Options Agreement and shall grant before the Notary a public deed pursuant to which Options Agreement is notarized (elevación a público). The Option rights over the Founders’ Shares shall be recorded in the Company’s Registry Book of Shareholders (d) The Founders and the Buyer shall declare the termination and effectively terminate the Pledge (including the Promise to Pledge as described under the Pledge) including any and all rights and obligations stated therein, and the Irrevocable Power of Attorney granted on the same date in connection therewith. (e) The Founders, the Buyer, and the Company shall execute the Shareholders Agreement and shall grant before the Notary a public deed pursuant to which the Shareholders Agreement is notarized (elevación a público). (f) The Founders shall deliver written evidence of the termination of the Phantom Shares Agreements signed by the Company and certain managers, consultants and employees of the Company, expressly releasing the Buyer from any direct or indirect liability that may arise in connection with the same and/or any claim any employee, manager or shareholder of the Company may have against the Company in relation to any existing or deemed employee stock option, phantom shares or incentive plan for the benefit of any of the employees, managers and/or shareholders (whether in writing or orally).

Closing Actions. 6.1 On the Scheduled Closing Date at 10 am (CET) i. Incomnet shall concurrently herewith deliver to Ciera at the business premises Facilities all of Noerr LLP at the Assets, free and clear of all Encumbrances, pursuant to the form of bill of sale attached heret▇ ▇▇▇▇▇▇▇▇▇▇ Exhibit "A" and the form of assignment and assumption agreement attached hereto as Exhibit "B" (the "Assignment and Assumption Agreement"); ii. Incomnet shall promptly file with the Secretary of State of the State of Delaware an amendment to its certificate of incorporation, changing the name of Incomnet, and shall promptly upon receipt, provide evidence of such filing to Ciera; and iii. Incomnet shall concurrently herewith cause (A) the liens held by Gold & Appel and Seller Stockholder (▇▇▇ ▇any other liens held by any other Person) to be released, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇, unless the Parties have agreed on another time and/or locationand (B) if necessary, the Parties filing of all necessary UCC termination statements to evidence the termination of such liens. i. Ciera shall take concurrently herewith assume from Incomnet all of the following actions Assumed Liabilities pursuant to the form of Assignment and Assumption Agreement; ii. Ciera shall concurrently herewith pay to Incomnet $1,750,000.00 in immediately available funds (the “Closing Actions”) "Cash Consideration"). At Incomnet's request, the Cash Consideration may be wired directly to Incomnet's senior secured creditor in satisfaction of a portion of Incomnet's senior secured debt; iii. Ciera shall concurrently herewith deliver to Incomnet a promissory note in the following orderprincipal amount of $750,000 (the "Note"), which Note shall bear interest at the rate of eight percent (8%) per annum and shall be due and payable as follows: (i1) The Sellers shall confirm that monthly installments of interest only, due and payable on the Closing Conditions set forth under Sections through 5.1.4 are fulfilled as same day of each of the Closing first, second and third months after the Effective Date;, (2) monthly installments of $50,000 each, due and payable on the same day of each of the fourth and fifth months after the Effective Date, to be applied first to interest and the remainder, if any, to principal, and (3) one final payment of the entire outstanding principal balance of the Note, together with all accrued but unpaid interest thereon, on the date that is six months after the Effective Date. The Note shall be secured by a second lien on the Accounts Receivable, subordinated to the liens of Ciera's senior secured lender, RFC Capital Corporation; and (ii) the Sellers iv. GlobalCom shall concurrently herewith issue and deliver to Incomnet 125,000 shares of common stock of GlobalCom, par value $.001 per share (the Purchaser an executed original of "GlobalCom Stock"). Ciera and GlobalCom acknowledge and agree that Incomnet shall have the Partnership Agreement (including right to transfer and assign all of its Annexes) between rights, titles and interests in and to the SellersCash Consideration, the Founder OHG Note and the Company as negotiated pursuant GlobalCom Stock 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) the Sellers shall sign the Confirmation of Receipt and hand it over to the Purchaser; (vii) the Sellers shall grant a power of attorney to the Purchaser – substantially in the form of Exhibit 6.1Seller Stockholder.

Closing Actions. 6.1 On the Scheduled Closing Date at 10 am (CET) at Date, and subject to the business premises of Noerr LLP at ▇▇▇▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇, unless Seller having delivered to the Parties have agreed on another time and/or locationPurchaser the Total Purchase Price Notification, the Parties Bank Repayment Amount Notification and a pdf-copy of the executed Release Letter in accordance with this Agreement, the Seller and the Purchaser (as the case may be) shall take take, or cause to be taken, the following actions concurrently (Zug um Zug) (the “Closing Actions”) in the following order:): (ia) The Sellers shall confirm that Unless this has already occurred prior to the Closing Conditions set forth under Sections through 5.1.4 are fulfilled as of the Scheduled Closing Date; (ii) , the Sellers Seller shall deliver to the Purchaser an executed original a copy of the Partnership Paying Agent Agreement (including in written form executed by all of its Annexes) between parties thereto other than the Sellers, the Founder OHG and the Company as negotiated pursuant to Section 16.1 and effective as of the Closing DatePurchaser; (iiib) The Purchaser shall pay an amount equal to the Sellers Total Purchase Price into the Seller’s Account and such amount shall be credited to the Seller’s Account; (c) The Purchaser shall pay an amount equal to the Bank Repayment Amount on behalf of the relevant Group Companies into the Finance Parties’ Bank Account and the Bank Repayment Amount shall be finally credited to the Finance Parties’ Account; (d) The Seller shall deliver to the Purchaser an executed original a copy of the fully restated managing director service agreement between JL and the Company as negotiated pursuant to Section 16.3executed Upstream Loan Termination Agreement; (ive) Each of DF and RB The Seller shall deliver to the Purchaser (i) an executed original of a resignation declaration by which they duly resign from their office as managing directors copies of the Company executed Advisory Board Termination Documentation; and (f) The Purchaser shall deliver to the Seller evidence that any directors & officers insurance which existed up and until the Subsidiary with effect as of the Scheduled Closing Date and confirm for the benefit of any Indemnified Person has been updated for a run-off period of six (6) years following Closing in a way to secure that they have no outstanding potential claims against the Company an Indemnified Person based on acts or omissions up to and the Subsidiary which relate to the period prior to the until Closing Date are covered in accordance and (ii) executed originals of the duly executed employment agreements between the Company and DF and the Company or the Subsidiary and RB pursuant subject to Section 16.2; (v) the Purchaser shall transfer the Closing Payment to the Sellers’ Accounts pursuant to Section 3.3; (vi) the Sellers shall sign the Confirmation of Receipt and hand it over to the Purchaser; (vii) the Sellers shall grant a power of attorney to the Purchaser – substantially in the form of Exhibit 6.114.1(b).

Closing Actions. 6.1 7.3.1 On the Scheduled Closing Date at 10 am Date, Sellers’ Representative and Purchaser shall take the following actions simultaneously (CETZug um Zug) at (“Closing Actions”), whereby each Closing Action shall only be deemed to have been carried out and become effective between the business premises Parties once all Closing Actions have been carried out or waived (as the case may be): a) Purchaser shall make the payments and declarations set forth in Section 6.1.1 through 6.1.2; b) Sellers’ Representative shall provide the Purchaser with a duly passed shareholders’ resolution on the payment of Noerr LLP at a capital contribution in the amount of EUR 800,000.00 (in words: Euros eight hundred thousand) into the Target’s capital reserves to be made by the Seller 1, Seller 2 and Seller 3 prior to the Closing Date, a draft of which is attached as Annex 7.3.1b) (“Pre-Closing Contribution Payment””): c) Purchaser shall make the payments and declarations set forth in Section 6.1.3; d) Sellers’ Representative shall deliver to Purchaser settlement agreements to be entered into by the Target and each of the beneficiaries listed in Annex 7.3.1d)-1 (“VESOP-Beneficiaries”, with a full and final release in favour of Target and Purchaser subject to the receipt of the VESOP-Compensation by each VESOP-Beneficiary, in form attached as a draft as Annex 7.3.1d)-2 (“VESOP-Settlement Agreement”); Purchaser shall accept, and Sellers’ Representative shall be entitled to deliver, VESOP-Settlement Agreements executed via Docusign and/or otherwise signed electronically, which shall be deemed full performance of this Closing Action; e) Sellers’ Representative shall deliver to Purchaser an agreement entered into among Sellers and the Target regarding the waiver of rights and termination of the current shareholders’ agreement dated December 20, 2017 (deed no. S 1491/2017 of the notary ▇▇. ▇▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇, Berlin) as amended by the amendment agreement dated January 15, 2019 (deed no. S 38/2019 of the notary ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, unless the Parties have agreed on another time and/or location, the Parties shall take the following actions (the “Closing Actions”Berlin) and all other shareholders’ agreements in respect of Target substantially in the following order:form attached hereto as Annex 7.3.1e); f) Sellers’ Representative shall deliver to Purchaser executed powers of attorney of each Seller substantially in the form attached hereto as Annex 7.3.1f) (i“Sellers' PoA”), such Seller’s PoA to grant to Purchaser the unrestricted and irrevocable power of attorney, with exemption from the restrictions of Section 181 BGB) The Sellers shall confirm that – to the Closing Conditions set forth under Sections through 5.1.4 are fulfilled extent legally permitted – and with the right to grant sub-power of attorney, to exercise all shareholder rights in full and without restriction, in particular to adopt shareholder resolutions, including amendments to the articles of association of Target effective as of from the Closing Date. It is acknowledged and agreed among the Parties, that Seller 10 is not permitted to grant exemption from the restrictions of Section 181 BGB, and the Closing Action of this Section 7.3.1f) shall be deemed properly fulfilled, if the Sellers’ Representative provides the Sellers’ PoA issued by Seller 10 without such exemption. Each Seller’s PoA shall expire upon the entry of the updated list of shareholders, which shows Purchaser as shareholder of the Sold Shares in the commercial register of Target; (iig) Sellers and Purchaser shall execute the Holdback Agreement; h) Sellers’ Representative shall provide evidence satisfactory to Purchaser that ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇ have been provided with all powers of attorney for the Target’s bank accounts that allow the operation of such bank accounts by Purchaser; i) Sellers 1 through, and including, Sellers and all Managers shall deliver to Purchaser the bring down certificate regarding Business Warranties signed by Seller 1 through, and including, Sellers as requested by W&I Insurance (“Bring Down Business”). 7.3.2 Purchaser an executed original of the Partnership Agreement (including all of may in its Annexes) between the Sellers, the Founder OHG and the Company as negotiated pursuant to Section 16.1 and effective as of sole discretion waive the Closing Date; (iiiActions set forth in Section 7.3.1b) 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 through Section 16.3; (iv7.3.1j) Each of DF and RB shall deliver to the Purchaser (i) an executed original of a resignation by written 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 Representative. Sellers hereby irrevocably accept such waiver (if any). It is clarified, that the Sellers’ Representative shall not be responsible and liable for any omission or failure of any other Seller or the Target to provide or execute a Closing Action item as required under Section 3.3; (vi) the Sellers shall sign the Confirmation of Receipt and hand it over to the Purchaser; (vii) the Sellers shall grant a power of attorney to the Purchaser – substantially in the form of Exhibit 6.17.3.1 above.

Closing Actions. 6.1 On the Scheduled Closing Date at 10 am Date, subject to the terms and conditions herein, the Parties shall perform and/or shall cause their Affiliates to perform the following actions: (CETi) at the business premises Buyer transfers, and the Seller receives, the Purchase Price in accordance with Section 2.3.1; (ii) the Parties executes the amendment to the articles of Noerr LLP at association of the Company, transferring the Quotas from the Seller to the Buyer, accepting the resignation of the current officers of the Company appointed by Seller, approving the election of the new officers of the Company and approving the new wording of the Company’s articles of association (“Amendment to the AoA”); (iii) the Parties execute the Escrow Agreement; (iv) the Company, VDBN, Seller and Ferragens Negrão execute the transition services agreement (“Transition Services Agreement”); (v) the Company and Ferragens Negrão execute the supply agreement ("Supply Agreement”); (vi) the Seller delivers to the Buyer a copy of a quotaholder’s resolution of the Company, duly registered with the applicable commercial registry approving the management accounts, financial statements and the 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 Company to the individuals indicated by the Buyer; (x) the Seller delivers to 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 dismissal and all severance payment foreseen by ▇▇▇ to the Company’s officer, ▇▇. ▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇, 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:; and (i) The Sellers shall confirm that the Closing Conditions set forth under Sections through 5.1.4 are fulfilled as of the Closing Date; (iixiii) the Sellers shall deliver delivers to the Purchaser an executed original Buyer the Company’s bank extracts of one or more bank accounts in the name of the Partnership Agreement Company, indicating an aggregate balance not less than one million Brazilian Reais (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) the Sellers shall sign the Confirmation of Receipt and hand it over to the Purchaser; (vii) the Sellers shall grant a power of attorney to the Purchaser – substantially in the form of Exhibit 6.1R$ 1,000,000.00).