Common use of Closing Actions Clause in Contracts

Closing Actions. On on the fifth (5) Business Day after the last Closing Condition set out in Sections 8.3.2 and 8.3.3 (except for the condition precedent set out in Section 8.3.3(d)) has been satisfied or waived or on such other date as the Parties may agree, the Parties shall undertake and shall procure that the Company undertakes the following actions in the following sequence: (a) The Company shall enter into a managing director service agreement (Geschäftsführeranstellungsvertrag) with Seller 1 substantially in the form of Exhibit 8.2a) 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. On on the fifth (5) Business Day after Closing Date, subject to the last Closing Condition set out in Sections 8.3.2 terms and 8.3.3 (except for the condition precedent set out in Section 8.3.3(d)) has been satisfied or waived or on such other date as the Parties may agreeconditions herein, the Parties shall undertake and perform and/or shall procure that the Company undertakes cause their Affiliates to perform the following actions in the following sequenceactions: (ai) The the 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 association of the Company, transferring the Quotas from the Seller to the Buyer, accepting the resignation of the current officers of the Company shall enter into a managing director service 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 (Geschäftsführeranstellungsvertrag) with Seller 1 substantially in the form of Exhibit 8.2a) hereto (collectively, the “Employment Transition Services Agreement”).; (bv) Seller 1 shall be appointed as further managing director of the Purchaser.Company and Ferragens Negrão execute the supply agreement ("Supply Agreement”); (cvi) The Company and the Seller 2 have entered into delivers to the Buyer a termination agreement (Aufhebungsvertrag) regarding the employment copy of Seller 2 with a quotaholder’s resolution of the Company, whereby duly registered with the employment applicable commercial registry approving the management accounts, financial statements and the allocation of Seller 2 terminates on the results of the five (5) fiscal years prior to the Closing Date at Date; (vii) the latest and Seller 2 has no claims under delivers to the employment against the Company other than the continued payment Buyer evidence of the usual salary transfer of the domain name <▇▇▇▇.▇▇▇.▇▇> to the Company; (viii) the Seller 2 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; (under ix) the service agreements entered into Seller delivers to the Buyer the power of attorney granted by the Company and to the individuals indicated by the Buyer; (x) the Seller 2 prior delivers to the date 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 this Agreement the dismissal and disclosed all severance payment foreseen by ▇▇▇ to the Company’s officer, ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇; and (xiii) the Sellers delivers to the Buyer the Company’s bank extracts of one or more bank accounts in the 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 name of the draft attached hereto as Exhibit 3.2.2(ACompany, indicating an aggregate balance not less than one million Brazilian Reais (R$ 1,000,000.00). (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. On on 5.2.1. At the fifth (5) Business Day after the last Closing Condition set out in Sections 8.3.2 and 8.3.3 (except for the condition precedent set out in Section 8.3.3(d)) has been satisfied or waived or on such other date as the Parties may agree, the Parties shall undertake and shall procure that the Company undertakes the following actions Closing Actions shall be completed in the following sequenceorder specified below: (a) The 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 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 managing director service share subscription agreement with respect to the New Equity Shares; (Geschäftsführeranstellungsvertrage) with 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 concluded between the Sellers the Company and other parties to the Former Shareholders’ Agreement (if 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) the Seller 1 substantially 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 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▇▇▇▇▇, and (iii) S▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇; (k) the Sellers shall provide confirmations in a form of Annex 4 of (i) 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 Company or Group Companies as of the Closing Date; (l) the 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 Sellers the copy of payment order, confirming that the respective amount is credited in the bank account of the Company; (m) the Buyer and the Management Option holders shall sign share purchase agreements in a form of Exhibit 8.2a) hereto Annex 17 with respect to sale and purchase of 50% of the Management Option Shares (collectively, to the “Employment Agreement”extent the Company’s Management have exercised its Management Options).; (bn) 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 sum of the TGS Payments and the Quilty Analytics Payments Sellers directly to the Company and shall deliver to the Sellers the copy of payment order(s), confirming that the respective amount is credited in the bank account of the Company; 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 appointed as further managing director deducted: (i) 50% of the Purchaser.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; (cii) The Company and from the part of the Base Purchase Price to be paid by the Buyer to the Seller 2 have entered into 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 part of the Base Purchase Price to be paid by the Buyer to the Seller 3 shall be deducted : the amount of the Quilty Analytics Payments in proportion to the Seller’s 3 pro rata portion of the received Purchase Price; (iv) from the part of 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 the TGS Payments and 75% of the total InMotion Option Shares issue price to the Sellers and shall deliver to the 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 termination agreement 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 (Aufhebungsvertragif needed) regarding or in any other form any other document requested by the employment manager of Seller 2 with the Company, whereby securities accounts and shall cause the employment manager of Seller 2 terminates securities account of shareholders of the Company to: (i) make entries in the securities accounts of the Sellers evidencing that the 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 at free of any Encumbrances; (iv) properly produce an extract from the latest and Seller 2 has no claims under Sellers’ securities account in the employment against the Company other than the continued payment agreed form evidencing transfer of ownership right of the usual salary of Seller 2 (under the service agreements entered into by the Company and the Seller 2 prior Sellers to the date of this Agreement and disclosed Sale Shares on the Closing Date; and (v) properly produce an extract from the Buyer’s securities account in the Data Room) up agreed form evidencing the Buyer’s ownership right to the date when Sale Shares on the employment terminates. The Company has revoked Closing Date and absence of any Encumbrance over the general commercial power of attorney (Prokura) of Seller 2Sale Shares. (dr) the Sellers and the Buyer shall sign a Closing Certificate in a form of Annex 15 confirming that the Closing has occurred. 5.2.2. The Parties title to the Sale Shares shall be deemed irrevocably passed from the Sellers to the Buyer if all Closing Actions are completed. 5.2.3. It is being understood that all Closing Actions will be deemed to have entered into been completed at the Stock Escrow same time; but no Closing Action to be taken at the Closing and Pledge Agreement 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 Custodian substantially in the form terms of the draft attached hereto as Exhibit 3.2.2(AAgreement 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). (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 , then this Agreement may be terminated unilaterally by any Party with immediate effect on delivery of the Custodian as set forth in written termination notice under the Stock Escrow terms and Pledge Agreement with the Custodianconditions of Sections 10.2.1 and 10.2.

Closing Actions. On on the fifth (5) Business Day after the last Scheduled Closing Condition set out in Sections 8.3.2 and 8.3.3 (except for the condition precedent set out in Section 8.3.3(d)) has been satisfied or waived or on such other date as the Parties may agreeDate, the Parties Sellers and the Purchaser shall undertake and shall procure that the Company undertakes take, or cause to be taken, concurrently (Zug um Zug) the following actions (collectively the “Closing Actions” and each a “Closing Action”) in the following sequenceorder: (a) The Company shall enter into a managing director service agreement (Geschäftsführeranstellungsvertrag) Sellers provide evidence reasonably satisfactory to the Purchaser that Sellers 3 and 13 have executed addenda to their respective existing Related Party Employment Agreements with Seller 1 effect as of the Closing Date and the approval of the Company’s supervisory board after Closing substantially in the form attached hereto as Schedule 7.2.1(a); such evidence shall be provided by delivery of Exhibit 8.2a) hereto (collectively, duly executed true and complete original copies of the “respective addenda to the existing Related Party Employment Agreement”).Agreements; EXECUTION VERSION SHARE PURCHASE AND TRANSFER AGREEMENT - 360KOMPANY AG PAGE 41 OF 93 (b) Seller 1 The Sellers provide evidence reasonably satisfactory to the Purchaser of the resignation, effective as of the lapse of the Closing Date, of all members of the supervisory board of the Group Companies; such evidence shall be appointed as further managing director provided by delivery of duly executed original copies of resignation letters substantially in the Purchaser.form attached hereto in Schedule 7.2.1(b); (c) The Company provides to the Purchaser agreements concluded between the Company on the one hand and Seller 2 have entered into a termination agreement the respective EDPP Beneficiaries on the other hand pursuant to which each EDPP Beneficiary subject only to receipt of an amount specified therein (Aufhebungsvertrag) regarding the employment net of Seller 2 with any Taxes payable by the Company) will waive any and all rights and claims, whereby the employment of Seller 2 terminates on the Closing Date at the latest and Seller 2 has no claims they may have under the employment EDPP against the Company or confirm not to have any other than claims (such agreements collectively, the continued payment of the usual salary of Seller 2 (under the service agreements entered into by the Company “EDPP Waiver 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.Settlement Agreements”); (d) The Parties have entered into Sellers deliver to the Stock Escrow Purchaser the original of a duly executed power of attorney (Vollmacht) to adopt in the name and Pledge Agreement with on behalf of the Custodian Sellers any shareholders’ resolutions of the Company, substantially in the form of the draft attached hereto as Exhibit 3.2.2(ASchedule 7.2.1(d).; (e) The Sellers and the Purchaser shall have received the Financial Statements.provide evidence of a fully executed Escrow Agreement; (f) Purchaser If and to the extent the Sold Shares are represented by share certificates issued by the Company, the respective Seller shall pay duly endorse to the Cash Consideration benefit of the Purchaser, and transfer (i.e. physically hand over) to Sellers Accountthe Purchaser, such share certificates. (g) The Preliminary Cash Consideration is discharged by (or on behalf of) the Purchaser in cash by wire transfer in immediately available funds by (i) payment of the Escrow Amount into the Escrow Account; and (ii) payment of the Sellers’ Amount into the Sellers’ Account. (h) The Stock Consideration is discharged in accordance with the provisions of Section 4.3.3. (i) The Sellers shall hold a shareholders’ meeting of the Company resolving upon (i) the granting of discharge (Entlastung) to the resigning members of the supervisory board and to the members of the management board for the time up to the Scheduled Closing Date (ii) the appointment of new members to the supervisory board of Company as notified by Purchaser to Sellers’ Representative in due course prior to Closing. (j) Following the performance of the Closing Action pursuant to Section 7.2.1(h) and receipt of such funds on the relevant accounts, (i) the Sellers’ Representatives shall confirm in writing to the Purchaser that the Preliminary Cash Consideration has been duly discharged and (ii) the Sellers’ Representatives shall confirm in writing to the Purchaser that the assignment and transfer “in rem” of the Consideration Sold Shares to the offices Purchaser has become effective (including through satisfaction or waiver of the Custodian as conditions precedent set forth in Section 3.1.3), (iii) the Stock Escrow Purchaser shall be registered in the share register (Aktienbuch) of the Company as the holder of the Sold Shares; and Pledge Agreement with (iv) the CustodianSellers’ Representatives shall promptly notify the management board of the Company of the fact that the Purchaser has become the sole shareholder of the Company. EXECUTION VERSION SHARE PURCHASE AND TRANSFER AGREEMENT - 360KOMPANY AG PAGE 42 OF 93 For the avoidance of doubt, (i) the Sellers shall be responsible for and shall (and shall apply reasonable efforts that the relevant Group Company and, where applicable, the Sellers’ Related Parties do) enter into the agreements and make the declarations which are required to be made for purposes of the satisfaction of the Closing Actions set forth in Sections 7.2.1(a) through 7.2.1(f) and Section 7.2.1(i) and (ii) the Purchaser and Moody’s shall jointly be responsible for and shall (and shall apply reasonable efforts that, where applicable, their respective Related Parties do) take all actions required for purposes of the satisfaction of the Closing Actions set forth in Sections 7.2.1(g) and 7.2.1(h).

Closing Actions. On on the fifth Scheduled Closing Date, and subject to the Seller having delivered to the Purchaser the Total Purchase Price Notification, the Bank Repayment Amount Notification and a pdf-copy of the executed Release Letter in accordance with this Agreement, the Seller and the Purchaser (5) Business Day after the last Closing Condition set out in Sections 8.3.2 and 8.3.3 (except for the condition precedent set out in Section 8.3.3(d)) has been satisfied or waived or on such other date as the Parties case may agreebe) shall take, the Parties shall undertake and shall procure that the Company undertakes or cause to be taken, the following actions in concurrently (Zug um Zug) (the following sequence:“Closing Actions”): (a) The Company shall enter into a managing director service agreement (Geschäftsführeranstellungsvertrag) with Seller 1 substantially in Unless this has already occurred prior to the form of Exhibit 8.2a) hereto (collectivelyScheduled Closing Date, the “Employment Agreement”).Seller shall deliver to the Purchaser a copy of the Paying Agent Agreement in written form executed by all parties thereto other than the Purchaser; (b) Seller 1 The Purchaser shall pay an amount equal to the Total Purchase Price into the Seller’s Account and such amount shall be appointed as further managing director of credited to the Purchaser.Seller’s Account; (c) The Company and Seller 2 have entered into a termination agreement (Aufhebungsvertrag) regarding Purchaser shall pay an amount equal to the employment of Seller 2 with the Company, whereby the employment of Seller 2 terminates Bank Repayment Amount on the Closing Date at the latest and Seller 2 has no claims under the employment against the Company other than the continued payment behalf of the usual salary of Seller 2 (under relevant Group Companies into the service agreements entered into by the Company Finance Parties’ Bank Account and the Seller 2 prior Bank Repayment Amount shall be finally credited 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.Finance Parties’ Account; (d) The Parties have entered into Seller shall deliver to the Stock Escrow and Pledge Agreement with the Custodian substantially in the form Purchaser a copy of the draft attached hereto as Exhibit 3.2.2(A).executed Upstream Loan Termination Agreement; (e) The Seller shall deliver to the Purchaser shall have received copies of the Financial Statements.executed Advisory Board Termination Documentation; and (f) The Purchaser shall pay the Cash Consideration to Sellers Account. (g) Purchaser shall transfer the Consideration Shares deliver to the offices Seller evidence that any directors & officers insurance which existed up and until the Scheduled Closing Date for the benefit of the Custodian as set forth any Indemnified Person has been updated for a run-off period of six (6) years following Closing in the Stock Escrow a way to secure that potential claims against an Indemnified Person based on acts or omissions up to and Pledge Agreement with the Custodianuntil Closing are covered in accordance and subject to Section 14.1(b).

Closing Actions. On on the fifth Targeted Closing Date, the Sellers and the Purchaser (5) Business Day after the last Closing Condition set out in Sections 8.3.2 and 8.3.3 (except for the condition precedent set out in Section 8.3.3(d)) has been satisfied or waived or on such other date as the Parties case may agreebe) shall take, the Parties shall undertake and shall procure that the Company undertakes or cause to be taken, the following actions and in the following sequence: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 shall enter into a managing director service agreement and the employees of the Company identified on Exhibit 6.2.1 (Geschäftsführeranstellungsvertraga) with Seller 1 substantially (the “Key Employees”) in the form of the final drafts attached hereto as Exhibit 8.2a) hereto 6.2.1(a)-2 (collectivelythe “Key Employee Agreements”). For the avoidance of doubt, the “Employment Agreement”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 1 shall be appointed as further managing director against the Company, regardless of the Purchaserlegal 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 Company and Seller 2 have entered into Sellers shall deliver to the Purchaser the executed original of the confirmation by IBA GmbH (“IBA”) a termination agreement final draft of which is attached hereto as Exhibit 6.2.1(c), stating that (Aufhebungsvertragi) 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 IBA has no claims received all outstanding amounts under the employment 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 other than whatsoever, except for claims resulting from the continued payment of the usual salary of Seller 2 (under the service agreements entered into by the Company and the Seller 2 prior Related Party Agreements 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 2which IBA is a party. (d) The Parties have entered into Sellers shall deliver to the Stock Escrow Purchaser executed original versions of the Amendment, Assumption and Pledge Agreement with Release Agreements. (e) The Sellers shall deliver to the Custodian substantially 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 3.2.2(A6.2.1(f) ((i) and (ii) together the “Phantom Stockholder Documentation”). (e) Purchaser shall have received the Financial Statements. (f) Purchaser shall pay the Cash Consideration to Sellers Account. (g) Purchaser The Sellers shall transfer the Consideration Shares deliver to the offices Purchaser the executed original of the Custodian confirmation a copy of which is attached hereto as set forth 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 Stock Escrow Purchaser the complete and Pledge Agreement with executed original versions of the Custodian.termination agreements and the termination letter, copies of which are attached hereto as Exhibit 6.2.1

Closing Actions. On on the fifth (5) Business Day after the last Scheduled Closing Condition set out in Sections 8.3.2 and 8.3.3 (except for the condition precedent set out in Section 8.3.3(d)) has been satisfied or waived or on such other date as the Parties may agreeDate, the Parties shall undertake and shall procure that the Company undertakes take, or if applicable, cause to be taken, concurrently (Zug um Zug) the following actions (the “Closing Actions”), in the following sequenceeach case if not already taken before in accordance with this Agreement: (a) The Company Unless this has been done before, Sellers shall enter into a deliver to Buyer copies of addenda to the service agreements with each managing director service agreement (Geschäftsführeranstellungsvertragof the Company and the employment agreements with each of the Key Employees duly executed by the relevant parties in accordance with Sections 9.1 and 9.2; b) Buyer shall pay the Cash Consideration, including any applicable bank fees or charges, to Sellers’ Accounts with Seller discharging effect towards the Sellers; c) Buyer shall deliver to Sellers 1 substantially 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 acknowledge and confirm the amount of Consideration Shares in the form of Exhibit 8.2aa Notice; d) hereto 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 (collectively, including stock exchange rules) and any restrictions expressly agreed upon by the “Employment Agreement”).Parties hereunder; (be) Seller 1 shall be appointed as further managing director of the Purchaser. (c) The Company and Seller 2 3 must have entered into a termination agreement (Aufhebungsvertrag) regarding the employment been duly registered as stockholders 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 and the offices of the Custodian Consideration Shares as set forth in Section 6.1.4a) – in both cases (registered and, to the Stock Escrow extent legally possible, unrestricted) - have been transferred free of charge to the share accounts of Seller 1 and Pledge Agreement Seller 3 in accordance with the Custodian.standard registration periods under United States securities laws and regulations but no later than 31 January 2025;

Closing Actions. On on the fifth (5) Business Day after Closing Date, each of the last following events shall take place simultaneously. Closing Condition shall not be deemed to occur unless all the actions set out below in Sections 8.3.2 this Clause 6.2 have been completed: 6.2.1 The Company and 8.3.3 (except the Sellers shall deliver the Updated Disclosure Letter, 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 the condition precedent set out in Section 8.3.3(d)) has been satisfied or waived or on such other date as the Parties may agree, the Parties shall undertake and shall procure that the Company undertakes effecting the following actions in the following sequencetransfers: (a) The Company shall enter into a managing director service agreement (Geschäftsführeranstellungsvertrag) with Transfer of their respective portions of the Seller 1 substantially Purchase Consideration to the bank account designated by Seller 1 in the form of Exhibit 8.2a) hereto (collectively, the “Employment Agreement”).accordance with Clause 3.2; and (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 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 Companyacknowledgement, whereby including a copy of MT-101/MT-103 SWIFT or equivalent details to enable the employment of Seller 2 terminates on Sellers to track the Closing Date at remittance; 6.2.3 Simultaneous with the latest and Seller 2 has no claims under the employment against the Company other than the continued payment delivery of the usual salary irrevocable wire transfer instructions and a copy of Seller 2 (under MT-101/MT-103 SWIFT or equivalent details to enable the service agreements entered into by Sellers to track 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 remittance, each of the draft attached hereto as Exhibit 3.2.2(A). (e) Purchaser Sellers shall have received deliver the Financial Statements. (f) Purchaser shall pay the Cash Consideration to Sellers Account. (g) Purchaser shall duly executed share transfer the Consideration forms and original share certificates in respect of their respective Sale Shares to the offices Purchaser and the Purchaser Nominee; 6.2.4 Each of the Custodian as set forth directors on the Board (“Resigning Directors”) shall have tendered their resignation, in the Stock Escrow format as provided in Schedule IV (Format of Resignation 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 Pledge Agreement with the Custodian.Purchaser Nominee;

Closing Actions. 7.3.1 On on the fifth (5) Business Day after the last Closing Condition set out in Sections 8.3.2 Date, Sellers’ Representative and 8.3.3 (except for the condition precedent set out in Section 8.3.3(d)) has been satisfied or waived or on such other date as the Parties may agree, the Parties Purchaser shall undertake and shall procure that the Company undertakes take the following actions simultaneously (Zug um Zug) (“Closing Actions”), whereby each Closing Action shall only be deemed to have been carried out and become effective between the 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 a capital contribution in the following sequence: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 (a“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) The Company Sellers’ Representative shall enter deliver to Purchaser an agreement entered into a managing director service among Sellers and the Target regarding the waiver of rights and termination of the current shareholders’ agreement dated December 20, 2017 (Geschäftsführeranstellungsvertragdeed no. S 1491/2017 of the notary ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, Berlin) with Seller 1 as amended by the amendment agreement dated January 15, 2019 (deed no. S 38/2019 of the notary ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, Berlin) and all other shareholders’ agreements in respect of Target substantially in the form attached hereto as Annex 7.3.1e); f) Sellers’ Representative shall deliver to Purchaser executed powers of Exhibit 8.2aattorney of each Seller substantially in the form attached hereto as Annex 7.3.1f) hereto (collectively“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) – to the 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 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; g) 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 (“Employment AgreementBring Down Business”). (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 7.3.2 Purchaser may in its sole discretion waive 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 Actions set forth in Section 7.3.1b) through Section 7.3.1j) by written declaration to the Stock Escrow Sellers’ Representative. Sellers hereby irrevocably accept such waiver (if any). It is clarified, that the Sellers’ Representative shall not be responsible and Pledge Agreement with liable for any omission or failure of any other Seller or the CustodianTarget to provide or execute a Closing Action item as required under Section 7.3.1 above.

Closing Actions. 6.1 On on the fifth Scheduled Closing Date at 10 am (5CET) Business Day after at the last Closing Condition set out in Sections 8.3.2 and 8.3.3 (except for the condition precedent set out in Section 8.3.3(d)) has been satisfied or waived or on such other date as business premises of Noerr LLP at ▇▇▇▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇, unless the Parties may agreehave agreed on another time and/or location, the Parties shall undertake and shall procure that the Company undertakes take the following actions (the “Closing Actions”) in the following sequenceorder: (ai) 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 enter into a 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; (Geschäftsführeranstellungsvertragiv) 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 Seller 1 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 8.2a) 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.6.1

Closing Actions. On on 4.2.1 At the fifth (5) Business Day after the last Closing Condition set out in Sections 8.3.2 and 8.3.3 (except for the condition precedent set out in Section 8.3.3(d)) has been satisfied or waived or on such other date as the Parties may agreeDate, the Parties shall undertake perform the following actions for the transfer of the Shares for which they are responsible: each Party shall deliver to the other Parties evidence that it is duly authorised to sign this Agreement; the Seller shall deliver to the Purchaser the agreed form of the Escrow Agreement executed by the Seller; the Purchaser shall deliver to the Seller the agreed form of the Escrow Agreement executed by the Purchaser; the Seller shall deliver to the Purchaser 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 Group Companies; MVO B.V. and 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) resigns as director of 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 existing management agreements or any of the Company Subsidiaries), as the case may be, and the Purchaser shall give full discharge to each former director of the Company and the Subsidiaries; and each Party shall take all other action required for the execution of the notarial deed of transfer referred to in Clause 4.2.2. 4.2.2 The Seller shall transfer the Shares to the Purchaser, the Purchaser shall accept the transfer and the Seller shall procure that the Company undertakes shall acknowledge the following actions in the following sequence: (a) The Company shall enter into a managing director service agreement (Geschäftsführeranstellungsvertrag) with Seller 1 substantially in the form of Exhibit 8.2a) hereto (collectivelytransfer, the “Employment Agreement”). (b) Seller 1 shall foregoing to be appointed as further managing director of effected by execution by the Purchaser. (c) The Company Seller, the Purchaser and Seller 2 have entered into a termination agreement (Aufhebungsvertrag) regarding the employment of Seller 2 with the Company, whereby before the employment Notary, 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 a notarial deed 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 transfer 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 2Agreed Terms. (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. 5.2.1 On on the fifth Closing Date, the following actions shall occur in the following order (5the “Closing Actions”, which in their entirety shall constitute the “Closing”): (A) the Buyers shall 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 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 Day after Days prior to the last Closing Condition Date; (C) the Buyers shall 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 Seller’s Account (such payment to be evidenced by confirmation to the Seller from the Seller’s Bank that the entire amount of the First Instalment has been credited to the Seller’s Account); (E) the Buyer 2 and the Seller shall enter into the pledge agreement pursuant to clause 6.1 hereto. (F) subject to fulfillment of the Closing Actions 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; (ii) Shares 2 to the 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 Closing Actions set out in Sections 8.3.2 and 8.3.3 (except for clause 5.2.1 are not complied with on the condition precedent set out in Section 8.3.3(d)) has been satisfied or waived or on such other date as the Parties may agreeClosing Date, the Parties Closing shall undertake and shall procure that only be deemed to have taken place if the Company undertakes the following actions Part(y)(ies) not in the following sequence: (a) The Company shall enter into a managing director service agreement (Geschäftsführeranstellungsvertrag) with Seller 1 substantially default confirms in the form of Exhibit 8.2a) 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 writing on the Closing Date at that it/they accept(s) that the latest 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 Seller 2 has no claims under 5.2.1(E) are not complied with on 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 Closing Date and the Seller 2 prior does not confirm that the Closing may take place as set out in clause 5.2.3, the Seller may, in its absolute discretion: (A) terminate this Agreement by notice in writing to the date 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 and disclosed in respect of the Data Room) up Closing Date shall be also applicable to the date when the employment terminates. The Company has revoked the general commercial power of attorney (Prokura) of Seller 2Postponed Closing Date. (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. On on the fifth Targeted Closing Date, the Sellers and the Purchaser (5) Business Day after the last Closing Condition set out in Sections 8.3.2 and 8.3.3 (except for the condition precedent set out in Section 8.3.3(d)) has been satisfied or waived or on such other date as the Parties case may agreebe) shall take, the Parties shall undertake and shall procure that the Company undertakes or cause to be taken, the following actions and in the following sequence: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 shall enter into a managing director service agreement and the employees of the Company identified on Exhibit 6.2.1 (Geschäftsführeranstellungsvertraga) with Seller 1 substantially (the “Key Employees”) in the form of the final drafts attached hereto as Exhibit 8.2a) hereto 6.2.1(a)-2 (collectivelythe “Key Employee Agreements”). For the avoidance of doubt, the “Employment Agreement”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 1 shall be appointed as further managing director against the Company, regardless of the Purchaserlegal 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 Company and Seller 2 have entered into Sellers shall deliver to the Purchaser the executed original of the confirmation by IBA GmbH (“IBA”) a termination agreement final draft of which is attached hereto as Exhibit 6.2.1(c), stating that (Aufhebungsvertragi) 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 IBA has no claims received all outstanding amounts under the employment 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 other than whatsoever, except for claims resulting from the continued payment of the usual salary of Seller 2 (under the service agreements entered into by the Company and the Seller 2 prior Related Party Agreements 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 2which IBA is a party. (d) The Parties have entered into Sellers shall deliver to the Stock Escrow Purchaser executed original versions of the Amendment, Assumption and Pledge Agreement with Release Agreements. (e) The Sellers shall deliver to the Custodian substantially 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 3.2.2(A6.2.1(f) ((i) and (ii) together the “Phantom Stockholder Documentation”). (e) Purchaser shall have received the Financial Statements. (f) Purchaser shall pay the Cash Consideration to Sellers Account. (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(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 transfer 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 Consideration Shares 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 ▇▇. ▇▇▇▇ ▇▇▇▇▇▇ will be appointed as an additional managing director of the Company. The Sellers and the Purchaser shall execute the new managing director’s service agreement between the Company with Seller 2 in the form of the final draft attached hereto as part of Exhibit 6.2.1(a) and an executed version shall be delivered to Purchaser. (o) The Sellers shall deliver to the offices Purchaser the complete and executed original version of the Custodian as set forth option agreement relating to [***] in the Stock Escrow and Pledge Agreement form of the final draft attached hereto as Exhibit 6.2.1(o). (p) Seller 2 shall hand over the original of the termination letter, a draft of which is attached hereto as Exhibit 6.2.1(p), to the Notary with the Custodianinstruction to courier such letter to the addressee named therein upon the Notary’s receipt of the executed Closing Confirmation. (q) The Purchaser shall pay the Sellers’ Cash Purchase Price Portion to the Sellers’ Account in accordance with Sections 4.3.5(a) and 5.1. (r) The Purchaser shall issue to each Seller and each Phantom Stockholder, and reflected in book-entry form for the account of each Seller and each Phantom Stockholder in the records of Purchaser’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. On on (a) At the fifth (5) Business Day after Share Exchange Closing, the last Closing Condition matters set out in Sections 8.3.2 Clause 1 and 8.3.3 Clause 2 will take place (except for the condition precedent save as otherwise set out in Section 8.3.3(d)) has been satisfied or waived or on such other date as the Parties may agree, the Parties shall undertake and shall procure that the Company undertakes the following actions in the following sequence: (a) The Company shall enter into a managing director service agreement (Geschäftsführeranstellungsvertrag) with Seller 1 substantially in the form of Exhibit 8.2a) hereto (collectively, the “Employment Agreement”therein). (b) Seller 1 Notwithstanding any other provision of this Agreement, without prejudice to any other rights and remedies the Purchaser, the 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 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 appointed entitled, by written notice to the relevant other Party to (i) effect the Share Exchange Closing so far as further managing director 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 PurchaserExchange 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 Share Exchange Closing shall 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 Share Exchange Closing as deferred. If the Party which has not complied in all material respects with its obligations has not done so by the new date fixed for the Share Exchange Closing in accordance with Clause 3.2(b)(ii), the 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 second sentence of Clause 11.3 shall apply. (c) The Notwithstanding the foregoing, the Purchaser shall not issue any Exchange Shares to a Company and Seller 2 have entered into a termination agreement (Aufhebungsvertrag) regarding the employment of Seller 2 Shareholder that has not delivered its STFs in accordance 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 2Clause 1.3(c)(i). (d) The Parties have entered into Notwithstanding any other provision of this Agreement, without prejudice to any other rights and remedies the Stock Escrow Company Shareholders or the Purchaser may have, the Company Shareholders and Pledge Agreement with the Custodian substantially in Purchaser shall not be obliged to complete the form sale and purchase of any of the draft attached hereto as Exhibit 3.2.2(A). (e) Purchaser shall have received Company Shares unless the Financial Statements. (f) Purchaser shall pay the Cash Consideration to Sellers Account. (g) Purchaser shall transfer the Consideration Shares to the offices sale and purchase of all of the Custodian as set forth in Company Shares and the Stock Escrow and Pledge Agreement with issuance of all of the CustodianExchange Shares are completed simultaneously.