Common use of Closing Actions Clause in Contracts

Closing Actions. At the Closing, the following actions shall be taken by the Parties: (a) The Buyer shall pay to the Seller by wire transfer of immediately available funds to such bank account(s) designated in writing by the Seller (such designation to be made at least three (3) Business Days prior to the Closing Date), the Cash Consideration in respect of the Purchased Interests. (b) The Buyer shall issue the Agreed Shares, if any, to the Seller (or any of its wholly-owned Subsidiaries as designated by the Seller to the Buyer in writing) and shall deliver to the Seller (or any of its wholly-owned Subsidiaries as designated by the Seller to the Buyer in writing) evidence of such issuance in non-certificated book-entry form, in each case duly authorized and validly issued, fully paid and nonassessable, and delivered free and clear of any Encumbrances except those imposed under applicable securities Laws. (c) The Buyer shall pay, on behalf of the applicable members of the Company Group, (i) the amounts as set forth in each of the payoff letter(s) delivered pursuant to Section 7.21 (and, to the extent applicable, Section 7.15(d)(xi)) to such Persons as set forth in such payoff letter with respect to all Indebtedness to be repaid on the Closing Date and the appropriate amounts payable in respect of the Notes Redemption, including, for the avoidance of doubt (i) the Credit Facilities Payoff Amount to the applicable administrative agent (for such administrative agent’s own benefit and the benefit of the lenders (and other secured parties) under the Credit Facilities or other facilities, as applicable) in accordance with the applicable terms of the Credit Facilities, and (ii) the Existing Notes Redemption Amount to the trustee under the Existing Notes Indenture in accordance with the applicable terms of the Existing Notes Indenture. (d) If (and only if) the Agreed Stock Consideration Value equals €0, the Buyer shall deliver to the Adjustment Escrow Agent, by wire transfer of immediately available funds to such bank account(s) designated in writing by the Adjustment Escrow Agent (such designation to be made at least three (3) Business Days prior to the Closing Date), the Adjustment Escrow Amount for deposit in the Adjustment Escrow Account, to be held by the Adjustment Escrow Agent in the Adjustment Escrow Account and distributed by the Adjustment Escrow Agent in accordance with the terms of the Adjustment Escrow Agreement and the applicable provisions of this Agreement. (e) The Buyer shall pay, on behalf of the applicable members of the Company Group, by wire transfer of immediately available funds to such bank account(s) designated in writing by each Person to whom any portion of the Company Expenses is owed (such designation to be made at least three (3) Business Days prior to the Closing Date), an amount in cash equal to the portion of the Company Expenses owing to such Person; provided, however, that the Company shall use reasonable best efforts to deliver or cause to be delivered to the Buyer at least three (3) Business Days prior to the Closing final invoices, wire instructions and all other information necessary for payment at Closing with respect to such Company Expenses payable at the Closing (to the extent applicable), provided, that if any final invoice, wire instructions or other information necessary for payment with respect to such Company Expenses is delivered to the Buyer after the date that is three (3) Business Days prior to the Closing, then the Buyer will be permitted to pay an amount in cash equal to the portion of the Company Expenses owing to such Person within three (3) Business Days following the receipt of such final invoice, wire instructions or other information necessary for payment with respect to such Company Expenses. To the extent any Company Expenses related to any retention awards set forth on Section 5.15(g) of the Disclosure Letter are not payable until after the Closing, on the date of the next regularly scheduled payroll following when any such Company Expenses become due and payable, the Buyer shall pay, on behalf of the Company, through payroll of the applicable Company Group member to each Person to whom any portion of the Company Expenses is owed (or by the Company on any such Person’s behalf) (in each case, subject to the last sentence of Section 2.6 (regarding “wages”)), an amount in cash equal to the portion of the Company Expenses owing to such Person net of any applicable withholding Taxes. (f) If (and only if) the Agreed Stock Consideration Value equals €0, the Buyer shall deliver to the Seller and the Adjustment Escrow Agent, a copy of the Adjustment Escrow Agreement, duly executed by the Buyer. (g) If (and only if) the Agreed Stock Consideration Value equals €0, the Seller shall deliver to the Buyer a copy of the Adjustment Escrow Agreement, duly executed by the Seller and the Adjustment Escrow Agent. (h) Each of the Parties agrees that the Closing shall be effected by way of certain customary “notary” processes pursuant to the applicable Laws of the Netherlands, and each of the Parties shall cooperate with the other in good faith to identify and agree on a Dutch notary and the steps necessary to implement such processes as required pursuant to the Laws of the Netherlands to effectuate the Closing in accordance with the intentions of the Parties as set forth in the foregoing clauses of this Section 2.2.

Closing Actions. At On the ClosingClosing Date, the Parties shall concurrently (Zug um Zug) execute the following actions shall be taken by acts and execute and deliver (abschließen) the Parties:following agreements and documents (the “Closing Actions”): (a) Vendor’s Closing Deliveries The Buyer shall pay to the Seller by wire transfer of immediately available funds to such bank account(s) designated in writing by the Seller (such designation to be made at least three (3) Business Days prior to the Closing Date), the Cash Consideration in respect of the Purchased Interests. (b) The Buyer shall issue the Agreed Shares, if any, to the Seller (or any of its wholly-owned Subsidiaries as designated by the Seller to the Buyer in writing) and shall deliver to the Seller (or any of its wholly-owned Subsidiaries as designated by the Seller to the Buyer in writing) evidence of such issuance in non-certificated book-entry form, in each case duly authorized and validly issued, fully paid and nonassessable, and delivered free and clear of any Encumbrances except those imposed under applicable securities Laws. (c) The Buyer shall pay, on behalf of the applicable members of the Company Group, (i) the amounts as set forth in each of the payoff letter(s) delivered pursuant to Section 7.21 (and, to the extent applicable, Section 7.15(d)(xi)) to such Persons as set forth in such payoff letter with respect to all Indebtedness to be repaid on the Closing Date and the appropriate amounts payable in respect of the Notes Redemption, including, for the avoidance of doubt (i) the Credit Facilities Payoff Amount to the applicable administrative agent (for such administrative agent’s own benefit and the benefit of the lenders (and other secured parties) under the Credit Facilities or other facilities, as applicable) in accordance with the applicable terms of the Credit Facilities, and (ii) the Existing Notes Redemption Amount to the trustee under the Existing Notes Indenture in accordance with the applicable terms of the Existing Notes Indenture. (d) If (and only if) the Agreed Stock Consideration Value equals €0, the Buyer shall deliver to the Adjustment Escrow Agent, by wire transfer of immediately available funds to such bank account(s) designated in writing by the Adjustment Escrow Agent (such designation to be made at least three (3) Business Days prior to the Closing Date), the Adjustment Escrow Amount for deposit in the Adjustment Escrow Account, to be held by the Adjustment Escrow Agent in the Adjustment Escrow Account and distributed by the Adjustment Escrow Agent in accordance with the terms of the Adjustment Escrow Agreement and the applicable provisions of this Agreement. (e) The Buyer shall pay, on behalf of the applicable members of the Company Group, by wire transfer of immediately available funds to such bank account(s) designated in writing by each Person to whom any portion of the Company Expenses is owed (such designation to be made at least three (3) Business Days prior to the Closing Date), an amount in cash equal to the portion of the Company Expenses owing to such Person; provided, however, that the Company shall use reasonable best efforts to Vendor will deliver or cause to be delivered the following to the Buyer at least three Purchaser: (3i) Business Days prior a certified copy of resolutions of the directors of the Vendor authorizing the execution and delivery of this Agreement and all transactions contemplated hereby; (ii) a certificate of the Vendor as to the accuracy as of the Closing final invoicesDate, wire instructions of the Vendor’s representations and all other information necessary for payment warranties, the performance of its covenants to be performed at or before the Closing with respect to such Company Expenses payable at the Closing (to the extent applicable), provided, that if any final invoice, wire instructions or other information necessary for payment with respect to such Company Expenses is delivered to the Buyer after the date that is three (3) Business Days prior to the Closing, then the Buyer will be permitted to pay an amount in cash equal to the portion of the Company Expenses owing to such Person within three (3) Business Days following the receipt of such final invoice, wire instructions or other information necessary for payment with respect to such Company Expenses. To the extent any Company Expenses related to any retention awards set forth on Section 5.15(g) of the Disclosure Letter are not payable until after the Closing, on the date of the next regularly scheduled payroll following when any such Company Expenses become due and payable, the Buyer shall pay, on behalf of the Company, through payroll of the applicable Company Group member to each Person to whom any portion of the Company Expenses is owed (or by the Company on any such Person’s behalf) (in each case, subject to the last sentence of Section 2.6 (regarding “wages”)), an amount in cash equal to the portion of the Company Expenses owing to such Person net particulars of any applicable withholding Taxes. (f) If (and only if) material inaccuracy or non-performance, including the Agreed Stock Consideration Value equals €0, the Buyer shall deliver to the Seller and the Adjustment Escrow Agent, a copy absence of the Adjustment Escrow Agreement, duly executed by the Buyer. (g) If (and only if) the Agreed Stock Consideration Value equals €0, the Seller shall deliver to the Buyer a copy of the Adjustment Escrow Agreement, duly executed by the Seller and the Adjustment Escrow Agent. (h) Each of the Parties agrees that the Closing shall be effected by way of certain customary “notary” processes pursuant to the applicable Laws of the Netherlands, and each of the Parties shall cooperate with the other in good faith to identify and agree on a Dutch notary and the steps necessary to implement such processes as required pursuant to the Laws of the Netherlands to effectuate the Closing in accordance with the intentions of the Parties any Material Adverse Change as set forth in Section 6.2(b)(vii) (the foregoing clauses “Vendor Closing Certificate”); and (iii) a shareholders’ resolution of the Company signed by the Vendor as the sole shareholder of the Company terminating the current managing director pursuant to Section 5.12 effective as of the Effective Time and appointing one person nominated by the Purchaser as managing director of the Company with effect as of the Effective Time. (b) Guarantor’s Closing Deliveries The Guarantor will deliver the following to the Purchaser: (i) a certified copy of resolutions of the directors of the Guarantor authorizing the execution and delivery of this Agreement and all transactions contemplated hereby; and (ii) a certificate of the Guarantor as to the accuracy, as of the Closing Date, of the Guarantor’s representations and warranties with particulars of any material inaccuracy. (c) Purchaser Guarantor’s Closing Deliveries The Purchaser Guarantor will deliver the following to the Vendor: (i) a certified copy of resolutions of the directors of the Purchaser Guarantor authorizing the execution and delivery of this Agreement and all transactions contemplated hereby; and (ii) a certificate of the Purchaser Guarantor as to the accuracy, as of the Closing Date, of the Purchaser Guarantor’s representations and warranties with particulars of any material inaccuracy. (d) Purchaser’s Closing Deliveries The Purchaser will deliver the following to the Vendor: (i) the Closing Date Payment Amount in immediately available funds pursuant to Section 2.22.2(a)(ii); (ii) a certified copy of resolutions of the directors of the Purchaser authorizing the execution and delivery of this Agreement and all transactions contemplated hereby; (iii) a certificate of the Purchaser as to the accuracy, as of the Closing Date, of the Purchaser’s representations and warranties and the performance of its covenants to be performed at or before the Closing with particulars of any inaccuracy or non-performance (the “Purchaser Closing Certificate”); and (iv) the consent to act as managing director of the Company signed by the person nominated by the Purchaser to act as managing director of the Company with effect as of the Effective Time.

Closing Actions. At On the ClosingClosing Date, upon satisfaction or waiver of the conditions to Closing set forth in Sections 8.1 and 8.2, the following actions shall be taken by the Partiesoccur: (ai) The Buyer shall pay the Closing Consideration to the Seller Sellers by wire transfer of immediately available funds and, subject to such bank account(s) designated in writing by receipt of the Seller (such designation to be made at least three (3) Business Days prior Closing Consideration, the Sellers shall deliver to the Closing Date)Buyer, duly signed and executed share transfer forms for transfer of the Company Common Shares to the Buyer as well as the original share certificates duly endorsed pertaining to all of the Company Common Shares, free and clear of all Liens, other than restrictions of general applicability under applicable securities Laws or ownership Laws of India, including in respect of foreign ownership. (ii) The Sellers, the Cash Consideration Company and the Buyer shall complete and deliver necessary forms and documents in respect of the Purchased InterestsCompany Common Shares including Form FC-TRS, consent letters, undertakings and other documents required to be submitted pursuant to the Form FC-TRS, file the aforementioned documents with the concerned authorized dealer and the Company shall procure the requisite endorsement on the Form FC-TRS pursuant to applicable Law. Thereafter, a complete set of the Form FC-TRS, duly endorsed, shall be handed over to the Board of Directors of the Company (the “Board of Directors”) for its necessary action pursuant to clause (iii) below. (biii) The Buyer Company shall issue cause a meeting of the Agreed SharesBoard of Directors at which the Board of Directors shall take note of, if any, to approve and register the Seller (or any transfer of its wholly-owned Subsidiaries as designated by the Seller Company Common Shares from the Sellers to the Buyer and authorize relevant persons for carrying out relevant notings/changes in writing) and shall deliver all the corporate records of the Company, including the register of members to the Seller (or any of its wholly-owned Subsidiaries as designated by the Seller to reflect the Buyer in writing) evidence as the legal and beneficial owner of such issuance in non-certificated book-entry form, in each case duly authorized and validly issued, fully paid and nonassessable, and delivered free and clear of any Encumbrances except those imposed under applicable securities Lawsthe Company Common Shares. (civ) The Buyer Sellers shall pay, on behalf deliver or ensure the delivery of the applicable members following documents to the Buyer: A. duly stamped equity share certificates endorsed in favor of the Company Group, (i) the amounts as set forth in each of the payoff letter(s) delivered pursuant to Section 7.21 (and, to the extent applicable, Section 7.15(d)(xi)) to such Persons as set forth in such payoff letter with respect to all Indebtedness to be repaid on the Closing Date and the appropriate amounts payable Buyer in respect of the Notes Redemption, including, for the avoidance of doubt (i) the Credit Facilities Payoff Amount to the applicable administrative agent (for such administrative agent’s own benefit and the benefit of the lenders (and other secured parties) under the Credit Facilities or other facilities, as applicable) in accordance with the applicable terms of the Credit Facilities, and (ii) the Existing Notes Redemption Amount to the trustee under the Existing Notes Indenture in accordance with the applicable terms of the Existing Notes Indenture. (d) If (and only if) the Agreed Stock Consideration Value equals €0, the Buyer shall deliver to the Adjustment Escrow Agent, by wire transfer of immediately available funds to such bank account(s) designated in writing by the Adjustment Escrow Agent (such designation to be made at least three (3) Business Days prior to the Closing Date), the Adjustment Escrow Amount for deposit in the Adjustment Escrow Account, to be held by the Adjustment Escrow Agent in the Adjustment Escrow Account and distributed by the Adjustment Escrow Agent in accordance with the terms of the Adjustment Escrow Agreement and the applicable provisions of this Agreement. (e) The Buyer shall pay, on behalf of the applicable members of the Company Group, by wire transfer of immediately available funds to such bank account(s) designated in writing by each Person to whom any portion of the Company Expenses is owed (such designation to be made at least three (3) Business Days prior to the Closing Date), an amount in cash equal to the portion of the Company Expenses owing to such Person; provided, however, that the Company shall use reasonable best efforts to deliver or cause to be delivered to the Buyer at least three (3) Business Days prior to the Closing final invoices, wire instructions and all other information necessary for payment at Closing with respect to such Company Expenses payable at the Closing (to the extent applicable), provided, that if any final invoice, wire instructions or other information necessary for payment with respect to such Company Expenses is delivered to the Buyer after the date that is three (3) Business Days prior to the Closing, then the Buyer will be permitted to pay an amount in cash equal to the portion of the Company Expenses owing to such Person within three (3) Business Days following the receipt of such final invoice, wire instructions or other information necessary for payment with respect to such Company Expenses. To the extent any Company Expenses related to any retention awards set forth on Section 5.15(g) of the Disclosure Letter are not payable until after the Closing, on the date of the next regularly scheduled payroll following when any such Company Expenses become due and payable, the Buyer shall pay, on behalf of the Company, through payroll of the applicable Company Group member to each Person to whom any portion of the Company Expenses is owed (or by the Company on any such Person’s behalf) (in each case, subject to the last sentence of Section 2.6 (regarding “wages”)), an amount in cash equal to the portion of the Company Expenses owing to such Person net of any applicable withholding Taxes. (f) If (and only if) the Agreed Stock Consideration Value equals €0, the Buyer shall deliver to the Seller and the Adjustment Escrow Agent, a copy of the Adjustment Escrow Agreement, duly executed by the Buyer. (g) If (and only if) the Agreed Stock Consideration Value equals €0, the Seller shall deliver to the Buyer a copy of the Adjustment Escrow Agreement, duly executed by the Seller and the Adjustment Escrow Agent. (h) Each of the Parties agrees that the Closing shall be effected by way of certain customary “notary” processes pursuant to the applicable Laws of the Netherlands, and each of the Parties shall cooperate with the other in good faith to identify and agree on a Dutch notary and the steps necessary to implement such processes as required pursuant to the Laws of the Netherlands to effectuate the Closing in accordance with the intentions of the Parties as set forth in the foregoing clauses of this Section 2.2.Common Shares;

Closing Actions. At the Closing, the following actions The Seller shall be taken by the Parties: (a) The Buyer shall pay to the Seller by wire transfer of immediately available funds to such bank account(s) designated in writing by the Seller (such designation to be made at least three (3) Business Days prior to the Closing Date), the Cash Consideration in respect of the Purchased Interests. (b) The Buyer shall issue the Agreed Shares, if any, to the Seller (or any of its wholly-owned Subsidiaries as designated by the Seller to the Buyer in writing) and shall deliver to the Seller (or any of its wholly-owned Subsidiaries as designated by the Seller to the Buyer in writing) evidence of such issuance in non-certificated book-entry form, in each case duly authorized and validly issued, fully paid and nonassessable, and delivered free and clear of any Encumbrances except those imposed under applicable securities Laws. (c) The Buyer shall pay, on behalf of the applicable members of the Company Group, (i) the amounts as set forth in each of the payoff letter(s) delivered pursuant to Section 7.21 (and, to the extent applicable, Section 7.15(d)(xi)) to such Persons as set forth in such payoff letter with respect to all Indebtedness to be repaid on the Closing Date and the appropriate amounts payable in respect of the Notes Redemption, including, for the avoidance of doubt (i) the Credit Facilities Payoff Amount to the applicable administrative agent (for such administrative agent’s own benefit and the benefit of the lenders (and other secured parties) under the Credit Facilities or other facilities, as applicable) in accordance with the applicable terms of the Credit Facilities, and (ii) the Existing Notes Redemption Amount to the trustee under the Existing Notes Indenture in accordance with the applicable terms of the Existing Notes Indenture. (d) If (and only if) the Agreed Stock Consideration Value equals €0, the Buyer shall deliver to the Adjustment Escrow Agent, by wire transfer of immediately available funds to such bank account(s) designated in writing by the Adjustment Escrow Agent (such designation to be made at least three (3) Business Days prior to the Closing Date), the Adjustment Escrow Amount for deposit in the Adjustment Escrow Account, to be held by the Adjustment Escrow Agent in the Adjustment Escrow Account and distributed by the Adjustment Escrow Agent in accordance with the terms of the Adjustment Escrow Agreement and the applicable provisions of this Agreement. (e) The Buyer shall pay, on behalf of the applicable members of the Company Group, by wire transfer of immediately available funds to such bank account(s) designated in writing by each Person to whom any portion of the Company Expenses is owed (such designation to be made at least three (3) Business Days prior to the Closing Date), an amount in cash equal to the portion of the Company Expenses owing to such Person; provided, however, that the Company shall use reasonable best efforts to deliver or cause to be delivered to the Buyer at least three (3) Business Days prior to the Closing final invoices, wire instructions and all other information necessary for payment at Closing with respect to such Company Expenses payable at the Closing (to the extent applicable), provided, that if any final invoice, wire instructions or other information necessary for payment with respect to such Company Expenses is delivered to the Buyer after the date that is three (3) Business Days prior to the Closing, then the Buyer will be permitted to pay an amount in cash equal to the portion each of the Company Expenses owing to such Person within three (3) Business Days following the receipt of such final invoice, wire instructions or other information necessary for payment with respect to such Company Expenses. To the extent any Company Expenses related to any retention awards set forth on Section 5.15(g) of the Disclosure Letter are not payable until after the Closing, on the date of the next regularly scheduled payroll following when any such Company Expenses become due and payable, the Buyer shall pay, on behalf of the Company, through payroll of the applicable Company Group member to each Person to whom any portion of the Company Expenses is owed (or by the Company on any such Person’s behalf) (in each case, subject to the last sentence of Section 2.6 (regarding “wages”)), an amount in cash equal to the portion of the Company Expenses owing to such Person net of any applicable withholding Taxes. (f) If (and only if) the Agreed Stock Consideration Value equals €0, the Buyer shall deliver to the Seller and the Adjustment Escrow Agent, a copy of the Adjustment Escrow Agreement, duly executed by the Buyer. (g) If (and only if) the Agreed Stock Consideration Value equals €0, the Seller shall deliver to the Buyer a copy of the Adjustment Escrow Agreementfollowing, duly executed by the Seller (where appropriate): (a) bills of sale conveying to the Buyer the Purchased Assets and other instruments of transfer as may be reasonably required by the Buyer; (b) a special warranty deed or deeds conveying the Purchased Real Property to the Buyer; (c) originals of all of the following: (i) the Personal Property Leases; (ii) all other Purchased Contracts; and (iii) any consents required for the Purchased Contracts; (d) title insurance policies for each parcel of Real Property issued by Title Insurer, dated the Closing Date, each of which such policies (i) shall be in the full amount of the portion of the Purchase Price that the Seller and the Adjustment Escrow Agent.Buyer mutually allocate to each such parcel in accordance with Section 1.3(c), and (ii) shall be in the form of American Land Title Association Owner's Policy, 1970 Form B, subject only to the standard exclusions from coverage contained in such policy and the applicable Permitted Liens; (e) certificates of title for all Vehicles, duly endorsed for transfer to the Buyer and keys for all Vehicles; (f) certificates of the secretaries of the Seller and the Parent, dated as of the Closing Date, certifying the resolutions of the boards of directors of the Seller and Parent approving and authorizing the execution and delivery of this Agreement and the consummation by the Seller and Parent of the transactions contemplated hereby, together with an incumbency and signature certificate regarding the officer(s) signing on behalf of the Seller and Parent; (g) non-competition agreements duly executed by Seller and Parent in the form of Exhibit D attached hereto; (h) Each a certificate executed by the Seller and Parent indicating that all conditions to Seller's obligations have been satisfied or waived and that all representations of the Parties agrees that Seller and Parent contained herein are true and correct at the Closing shall be effected by way of certain customary “notary” processes pursuant Date; (i) the Escrow Agreement; and (j) any and all other documents and instruments reasonably required to satisfy the applicable Laws of obligations under the Netherlands, and each of the Parties shall cooperate with the other in good faith to identify and agree on a Dutch notary and the steps necessary to implement such processes as required pursuant to the Laws of the Netherlands to effectuate the Closing in accordance with the intentions of the Parties as set forth in the foregoing clauses of this Section 2.2transactions contemplated herein.

Closing Actions. At The Parties acknowledge and agree that it is a requirement for the Closingsale and purchase of the Sale Shares to be completed that all the below actions to be carried out on the Closing Date pursuant to this Clause 3.2, and all documents to be executed or delivered hereunder, are effectively completed and executed or delivered simultaneously (en unidad de acto) on the following actions shall be taken by the Partiesdate hereof: (a) The Buyer Parties shall pay grant before the Notary a public deed pursuant to which (i) the Parties formalize (elevación a público) this Agreement into public deed, (ii) the Seller acknowledges satisfaction of the 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 Seller by wire transfer of immediately available funds to such bank account(s) designated Buyer and the Buyer, in writing by turn, acquires and receives the Seller Sale Shares (such designation to be made at least three (3) Business Days prior to the Closing Date“Public Deed”), the Cash Consideration in respect of the Purchased Interests.; (b) The Buyer Seller shall issue the Agreed Sharessign and deliver, if anyor cause to be delivered, to the Seller Buyer the following items: (or i) original public deed titles of ownership with respect to the Sale Shares to record in said titles the transfer of the Sale Shares to the Buyer; (ii) powers of attorney sufficient for the execution of this Agreement and any of its wholly-owned Subsidiaries as designated other Ancillary Agreement; (iii) a certificate issued by the Seller joint and several directors of the Company (with their signatures duly notarized), in form and substance reasonably satisfactory to the Buyer and for its inclusion in writing) and shall deliver the Public Deed, certifying with reference to the Seller Company’s Registry Book of Shareholders (or Libro Registro de Socios) (A) the ownership of the Sale Shares, (B) that the Sale Shares are free from any Liens, and (C) that all requirements for the transfer of its wholly-owned Subsidiaries as designated by the Seller Sale Shares to the Buyer set forth by Law, the Company’s bylaws and any relevant agreement have been duly complied with; (iv) letter signed by all the shareholders of the Company renouncing to and waiving any preemption rights in writingrelation to the transfer of the Sale Shares to which they might be entitled by virtue of Law, the Company’s bylaws or the Existing Shareholders Agreement; (v) adequate evidence of such issuance the termination of the Existing Shareholders Agreement signed by all the shareholders of the Company; (vi) the transfer of the Sale Shares shall be recorded in nonthe Company’s Registry Book of Shareholders; (vii) a 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 the 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-certificated book-entry formlaws 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 each case duly authorized and validly issuedthe absence of fraud or gross negligence, fully paid and nonassessable, and delivered free and clear 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 any Encumbrances except those imposed under applicable securities Lawsthe Company. (c) The Founders and the Buyer shall pay, on behalf of execute the applicable members of Options Agreement and shall grant before the Company Group, (i) the amounts as set forth in each of the payoff letter(s) delivered Notary a public deed pursuant to Section 7.21 which Options Agreement is notarized (and, to elevación a público). The Option rights over the extent applicable, Section 7.15(d)(xi)) to such Persons as set forth Founders’ Shares shall be recorded in such payoff letter with respect to all Indebtedness to be repaid on the Closing Date and the appropriate amounts payable in respect Company’s Registry Book of the Notes Redemption, including, for the avoidance of doubt (i) the Credit Facilities Payoff Amount to the applicable administrative agent (for such administrative agent’s own benefit and the benefit of the lenders (and other secured parties) under the Credit Facilities or other facilities, as applicable) in accordance with the applicable terms of the Credit Facilities, and (ii) the Existing Notes Redemption Amount to the trustee under the Existing Notes Indenture in accordance with the applicable terms of the Existing Notes Indenture.Shareholders (d) If (The Founders and only if) the Agreed Stock Consideration Value equals €0, the Buyer shall deliver declare the termination and effectively terminate the Pledge (including the Promise to Pledge as described under the Adjustment Escrow AgentPledge) including any and all rights and obligations stated therein, by wire transfer of immediately available funds to such bank account(s) designated in writing by the Adjustment Escrow Agent (such designation to be made at least three (3) Business Days prior to the Closing Date), the Adjustment Escrow Amount for deposit in the Adjustment Escrow Account, to be held by the Adjustment Escrow Agent in the Adjustment Escrow Account and distributed by the Adjustment Escrow Agent in accordance with the terms of the Adjustment Escrow Agreement and the applicable provisions Irrevocable Power of this AgreementAttorney granted on the same date in connection therewith. (e) The Buyer shall payFounders, on behalf of the applicable members of the Company GroupBuyer, by wire transfer of immediately available funds to such bank account(s) designated in writing by each Person to whom any portion of the Company Expenses is owed (such designation to be made at least three (3) Business Days prior to the Closing Date), an amount in cash equal to the portion of the Company Expenses owing to such Person; provided, however, that and the Company shall use reasonable best efforts execute the Shareholders Agreement and shall grant before the Notary a public deed pursuant to deliver or cause to be delivered to which the Buyer at least three Shareholders Agreement is notarized (3) Business Days prior to the Closing final invoices, wire instructions and all other information necessary for payment at Closing with respect to such Company Expenses payable at the Closing (to the extent applicableelevación a público), provided, that if any final invoice, wire instructions or other information necessary for payment with respect to such Company Expenses is delivered to the Buyer after the date that is three (3) Business Days prior to the Closing, then the Buyer will be permitted to pay an amount in cash equal to the portion of the Company Expenses owing to such Person within three (3) Business Days following the receipt of such final invoice, wire instructions or other information necessary for payment with respect to such Company Expenses. To the extent any Company Expenses related to any retention awards set forth on Section 5.15(g) of the Disclosure Letter are not payable until after the Closing, on the date of the next regularly scheduled payroll following when any such Company Expenses become due and payable, the Buyer shall pay, on behalf of the Company, through payroll of the applicable Company Group member to each Person to whom any portion of the Company Expenses is owed (or by the Company on any such Person’s behalf) (in each case, subject to the last sentence of Section 2.6 (regarding “wages”)), an amount in cash equal to the portion of the Company Expenses owing to such Person net of any applicable withholding Taxes. (f) If (The Founders shall deliver written evidence of the termination of the Phantom Shares Agreements signed by the Company and only if) certain managers, consultants and employees of the Agreed Stock Consideration Value equals €0Company, expressly releasing the Buyer shall deliver to from any direct or indirect liability that may arise in connection with the Seller and the Adjustment Escrow Agentsame and/or any claim any employee, a copy manager or shareholder of the Adjustment Escrow AgreementCompany may have against the Company in relation to any existing or deemed employee stock option, duly executed by phantom shares or incentive plan for the Buyer. (g) If (and only if) the Agreed Stock Consideration Value equals €0, the Seller shall deliver to the Buyer a copy benefit of any of the Adjustment Escrow Agreementemployees, duly executed by the Seller and the Adjustment Escrow Agentmanagers and/or shareholders (whether in writing or orally). (h) Each of the Parties agrees that the Closing shall be effected by way of certain customary “notary” processes pursuant to the applicable Laws of the Netherlands, and each of the Parties shall cooperate with the other in good faith to identify and agree on a Dutch notary and the steps necessary to implement such processes as required pursuant to the Laws of the Netherlands to effectuate the Closing in accordance with the intentions of the Parties as set forth in the foregoing clauses of this Section 2.2.

Closing Actions. At the Closing, the following actions shall be taken by the Parties:, (a) The Buyer shall pay the Purchaser is delivering the Purchase Price to the Seller by wire transfer of immediately available funds to such bank account(s) designated in writing account previously specified by the Seller (such designation to be made at least three (3) Business Days prior to the Closing Date), the Cash Consideration in respect of the Purchased Interests.Seller; (b) The Buyer shall issue the Agreed Shares, if any, Seller is delivering the Convertible Note to the Seller (or any of its wholly-owned Subsidiaries as designated by the Seller to the Buyer in writing) and shall deliver to the Seller (or any of its wholly-owned Subsidiaries as designated by the Seller to the Buyer in writing) evidence of such issuance in non-certificated book-entry form, in each case duly authorized and validly issued, fully paid and nonassessable, and delivered free and clear of any Encumbrances except those imposed under applicable securities Laws.Purchaser; (c) The Buyer shall pay, on behalf of the applicable members of Seller and Cablevision are delivering to each other an amended and restated License (the Company Group, (i) the amounts as set forth in each of the payoff letter(s) delivered pursuant to Section 7.21 (and, to the extent applicable, Section 7.15(d)(xi"Amended and Restated License")) to such Persons as set forth in such payoff letter with respect to all Indebtedness to be repaid on the Closing Date and the appropriate amounts payable in respect of the Notes Redemption, including, for the avoidance of doubt (i) the Credit Facilities Payoff Amount to the applicable administrative agent (for such administrative agent’s own benefit and the benefit of the lenders (and other secured parties) under the Credit Facilities or other facilities, as applicable) in accordance with the applicable terms of the Credit Facilities, and (ii) the Existing Notes Redemption Amount to the trustee under the Existing Notes Indenture in accordance with the applicable terms of the Existing Notes Indenture.; (d) If the Seller and Cablevision are delivering to each other an amended and restated Joint Collaboration and License Agreement (the "Amended and only ifRestated Joint Collaboration and License Agreement"); (e) the Agreed Stock Consideration Value equals €0Seller and Cablevision are delivering to each other the iPoint technology license agreement (the "iPoint License Agreement"); (f) the Seller, Cablevision and Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP, as escrow agent are delivering to each other a proprietary information escrow agreement (the "Escrow Agreement") and the Seller is making the deliveries required thereunder; (g) the Seller and Cablevision are delivering to each other an option agreement regarding certain of the Seller's technology (the "Option Agreement"); (h) the Seller is delivering to the Purchaser, all certificates or instruments representing or evidencing certain of those assets described on Schedule A hereto required to be delivered to Purchaser for Purchaser to perfect its security interest therein, in suitable form for transfer, or accompanied by duly executed membership unit powers or other appropriate instruments for transfer or assignment in blank. In the event that Seller, during the term of this Agreement, receives any additional certificates or instruments representing such assets, the Buyer Seller shall immediately deliver the same to the Adjustment Escrow Agent, by wire transfer of immediately available funds to such bank account(s) designated in writing by the Adjustment Escrow Agent (such designation to be made at least three (3) Business Days prior to the Closing Date), the Adjustment Escrow Amount for deposit in the Adjustment Escrow Account, Purchaser to be held by the Adjustment Escrow Agent in the Adjustment Escrow Account and distributed by the Adjustment Escrow Agent in accordance with the terms Purchaser hereunder as part of the Adjustment Escrow Agreement Collateral securing the Secured Obligations; (i) Presencia en Medios, S. A., Publicidad Virtual, S.A. de C.V. and the applicable provisions of this Agreement. (e) The Buyer shall pay, on behalf of the applicable members of the Company Group, by wire transfer of immediately available funds Seller are delivering to such bank account(s) designated in writing by each Person to whom any portion of the Company Expenses is owed (such designation to be made at least three (3) Business Days prior other an amendment to the Closing Date)Consultant Services Agreement among then dated September 20, an amount in cash equal to the portion of the Company Expenses owing to such Person; provided, however, that the Company shall use reasonable best efforts to deliver or cause to be delivered to the Buyer at least three (3) Business Days prior to the Closing final invoices, wire instructions and all other information necessary for payment at Closing with respect to such Company Expenses payable at the Closing (to the extent applicable), provided, that if any final invoice, wire instructions or other information necessary for payment with respect to such Company Expenses is delivered to the Buyer after the date that is three (3) Business Days prior to the Closing, then the Buyer will be permitted to pay an amount in cash equal to the portion of the Company Expenses owing to such Person within three (3) Business Days following the receipt of such final invoice, wire instructions or other information necessary for payment with respect to such Company Expenses. To the extent any Company Expenses related to any retention awards set forth on Section 5.15(g) of the Disclosure Letter are not payable until after the Closing, on the date of the next regularly scheduled payroll following when any such Company Expenses become due and payable, the Buyer shall pay, on behalf of the Company, through payroll of the applicable Company Group member to each Person to whom any portion of the Company Expenses is owed (or by the Company on any such Person’s behalf) (in each case, subject to the last sentence of Section 2.6 (regarding “wages”)), an amount in cash equal to the portion of the Company Expenses owing to such Person net of any applicable withholding Taxes. (f) If (and only if) the Agreed Stock Consideration Value equals €0, the Buyer shall deliver to the Seller and the Adjustment Escrow Agent, a copy of the Adjustment Escrow Agreement, duly executed by the Buyer. (g) If (and only if) the Agreed Stock Consideration Value equals €0, the Seller shall deliver to the Buyer a copy of the Adjustment Escrow Agreement, duly executed by the Seller and the Adjustment Escrow Agent. (h) Each of the Parties agrees that the Closing shall be effected by way of certain customary “notary” processes pursuant to the applicable Laws of the Netherlands, and each of the Parties shall cooperate with the other in good faith to identify and agree on a Dutch notary and the steps necessary to implement such processes as required pursuant to the Laws of the Netherlands to effectuate the Closing in accordance with the intentions of the Parties as set forth in the foregoing clauses of this Section 2.2.2001;

Closing Actions. At the Closing, notwithstanding other actions at Closing that may be contemplated in other provisions of this Agreement, the following actions shall be taken by the Partiestaken: (I) Closing actions in connection with Belatrix Spain: (a) The Buyer Sellers and the Majority Purchaser shall pay provide to each other (and also to the Seller by wire transfer Spanish public notary) the public deeds formalizing the powers of immediately available funds attorney that are sufficient to such bank account(s) designated in writing by carry out all the Seller (such designation to be made at least three (3) Business Days prior to the Closing Date), the Cash Consideration in respect of the Purchased Interestsactions on Closing. (b) The Buyer Purchasers which are Spanish legal entities shall issue provide the Agreed Sharesshareholders’ resolutions approving the transaction in the framework of this Agreement, if any, to especially for the Seller (or any purpose of its wholly-owned Subsidiaries as designated by Article 160.f) of the Seller to the Buyer in writing) and shall deliver to the Seller (or any of its wholly-owned Subsidiaries as designated by the Seller to the Buyer in writing) evidence of such issuance in non-certificated book-entry form, in each case duly authorized and validly issued, fully paid and nonassessable, and delivered free and clear of any Encumbrances except those imposed under applicable securities LawsSpanish Capital Corporations Act. (c) The Buyer Sellers shall payexhibit to the Majority Purchaser (and also to the Spanish public notary as regards Belatrix Spain) the legal titles (escrituras) to the Belatrix Spain Interests and shall deliver the nominative titles (títulos nominativos) representing the Belatrix Spain Interests being sold and transferred, on behalf as prove of their ownership of the applicable members of the Company Group, (i) the amounts as set forth in each of the payoff letter(s) delivered pursuant to Section 7.21 (and, to the extent applicable, Section 7.15(d)(xi)) to such Persons as set forth in such payoff letter with respect to all Indebtedness to be repaid on the Closing Date and the appropriate amounts payable in respect of the Notes Redemption, including, for the avoidance of doubt (i) the Credit Facilities Payoff Amount to the applicable administrative agent (for such administrative agent’s own benefit and the benefit of the lenders (and other secured parties) under the Credit Facilities or other facilities, as applicable) in accordance with the applicable terms of the Credit Facilities, and (ii) the Existing Notes Redemption Amount to the trustee under the Existing Notes Indenture in accordance with the applicable terms of the Existing Notes IndentureBelatrix Spain Interests. (d) If The Sellers and the Majority Purchaser shall grant the Spanish public transfer deed whereby (and only ifi) this Agreement shall be notarized; (ii) the Agreed Stock Consideration Value equals €0, the Buyer Belatrix Spain Interests shall deliver be transferred to the Adjustment Escrow Agent, by wire transfer Majority Purchaser; and (iii) acknowledgment of immediately available funds to such bank account(s) designated in writing by the Adjustment Escrow Agent (such designation to be made at least three (3) Business Days prior to receipt of the Closing Date), the Adjustment Escrow Amount for deposit in the Adjustment Escrow Account, to Payment shall be held by the Adjustment Escrow Agent in the Adjustment Escrow Account and distributed by the Adjustment Escrow Agent in accordance with the terms of the Adjustment Escrow Agreement and the applicable provisions of this Agreementgranted. (e) The Buyer Parties shall pay, instruct the Spanish public notary to annotate the transfer of the Belatrix Spain Interests in the legal titles (escrituras) of those Equity Interests. (f) A general shareholders’ meeting of the Company shall be held by the Majority Purchaser in order to acknowledge the resignation of the relevant directors of the Company and to appoint new director(s) in substitution thereof as well as to revoke any powers of attorney granted prior to Closing to act on behalf of the applicable members Company. The minutes (actas) and certificates formalizing these corporate resolutions shall (i) approve the management of the resigning directors up to the Closing, and (ii) thank for their services rendered to the Company thus far and (iii) state that no claim will be brought against the resigning directors, except of in the event of willful misconduct, for their performance as directors of the Company. (g) The Parties shall instruct the Spanish public notary to file with the Commercial Registry in electronic form, on the Closing, the abovementioned corporate resolutions concerning the Company. (h) The newly appointed management body of the Company Groupshall formalize a public deed regarding the declaration of sole shareholder of the Company. (i) The Majority Purchaser shall formalize a public deed regarding the declaration of the ultimate beneficial owner (titular real) of the Majority Purchaser to comply with the Anti-Money Laundering and Counter Terrorist Financing Law 10/2010 of April 28, by wire 2010, in relation to Royal Decree 304/2014 of May 5, 2014 approving the Regulations on that Law. (j) The Company’s management body shall register the transfer of immediately available funds to such bank account(sthe Belatrix Spain Interests in the Company’s nominative shares book. (k) designated in writing by each Person to whom any portion Globant shall receive a certificate from the Secretary of the Company Expenses is owed (such designation Secretario del Consejo) certifying that the Belatrix Spain Interests are freely transferable and have no encumbrances or charges and all the requirements set by the Spanish Capital Corporations Act and by the Company’s bylaws have been complied with for the transfer of the Belatrix Spain Interests. (II) Closing actions in connection with the transaction as a whole: (a) Globant shall make payment of the Closing Payment to the Sellers, in the manner contemplated in Section 1.3.(a) above and adjusted as set forth in Section 1.5., and shall be paid in the manner described in an instruction in the form of a flow of funds memo to be made sent by the Sellers to Globant at least three four (34) Business Days prior to Closing. Upon accreditation of the Closing Payment in the respective accounts, the Sellers shall deliver to Globant a duly executed acknowledgement confirming receipt of the Closing Payment. Regarding the Belatrix Spain Interests the acknowledgment confirming receipt of the Closing Payment shall be granted in the Spanish transfer deed as set out in section 3.2(I)(d) above. It is expressly agreed that the amounts corresponding to the Closing Payment, the Escrow Base Amount, the Escrow Additional Amounts or any amounts payable by the Purchasers hereunder may be funded and paid indistinctly by either Globant I or Globant II or in such proportions as Globant may determine. (b) Each of the Sellers shall execute and deliver to Globant any and all documents in form and substance satisfactory to Globant, such that as on the Closing Date, the Sellers shall have sold, transferred and assigned the Purchased Interests to Globant, and Globant will collectively , directly and/or through the Company, own one hundred percent (100%), an amount and not less than one hundred percent (100%), of the Belatrix Spain Interests, the Belatrix Colombia Interests, the Belatrix US Interests, the Belatrix Services Interests, the Belatrix Argentina Interests and the Belatrix Peru Interests, free and clear of any Liens. The direct transfer of the Belatrix Spain Interests (and indirect transfer of the Belatrix Colombia Interests, the Belatrix US Interests and the Belatrix Services Interests) shall be formalized by means of the Spanish transfer deed as set out in cash equal to section 3.2(I)(d) above. (c) Each of the portion Sellers and any other Person directly or indirectly appointed by the Sellers shall withdraw as directors and officers of the Company Expenses owing to such Person; provided, however, that and the Subsidiaries. Each outgoing officer and director of the Company and the Subsidiaries (the “Outgoing Officers and Directors”) shall use reasonable best efforts deliver a resignation, release and a waiver of claims for fees (except for the aggregate amount of USD 12,064 owned by Belatrix Argentina to deliver or cause the Sellers), labor and any other dues whatsoever, and their resignation from any appointment as attorney-in-fact issued by the Company and the Subsidiaries satisfactory to Globant. In relation to the Company and in accordance to Spanish law, the attorney-in-fact will not resign to his appointment but rather, his powers of attorney will be revoked by means of the resolutions to be delivered drafted and executed by the Majority Purchaser before the Spanish notary as set out in clause section 3.2(I)(f) above. (d) As applicable, and subject to the Buyer at least three Closing actions in connection with Belatrix Spain described in section 3.2(I) above, the Company and the Subsidiaries shall hold meetings of their shareholders and/or board of directors and/or executive board, as applicable (3or act by unanimous written consent, if permitted), wherein resolutions to take the following actions shall be duly adopted: (i) Business Days The appointment of such persons as Globant may nominate as directors and officers of the Company and the Subsidiaries; (ii) Accept and record the resignations of the Outgoing Officers and Directors; (iii) To the extent required under applicable Laws, endorse the Belatrix Peru Interests and issue new certificates representing the same, on the name of Globant I or Globant II, as applicable; and (iv) Take, as promptly as practicable, all such other actions as may be required to be undertaken by the Company and the Subsidiaries under their Organizational Documents or by any applicable Law for the time being in force, to give effect to the transaction contemplated hereby, including by way of making appropriate entries in the statutory registers or stock ledger of the Company and the Subsidiaries and making any filings with any Companies Registry or similar authority in each applicable jurisdiction. (e) The Sellers shall execute and deliver to Globant a certificate stating that, as of the Closing Date, (a) each of the representations and warranties of the Sellers set forth in ARTICLE 5 of this Agreement remain true and correct in all respects on and as of the Closing Date (except to the extent such representations and warranties speak expressly as of an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) as though made on and as of such date; (b) the obligations contained in this Agreement to be performed or complied by Sellers on or prior to the Closing final invoicesDate, wire instructions shall have been performed or duly complied with in all material respects; and all other information necessary for payment at Closing with respect to such Company Expenses payable at (c) the Closing (to the extent applicableconditions set forth in Section 4.2.(c), provided, that if any final invoice, wire instructions or other information necessary for payment with respect to such Company Expenses is delivered to the Buyer after the date that is three (3) Business Days prior to the Closing, then the Buyer will be permitted to pay an amount in cash equal to the portion of the Company Expenses owing to such Person within three (3) Business Days following the receipt of such final invoice, wire instructions or other information necessary for payment with respect to such Company Expenses. To the extent any Company Expenses related to any retention awards set forth on Section 5.15(g) of the Disclosure Letter are not payable until after the Closing, on the date of the next regularly scheduled payroll following when any such Company Expenses become due and payable, the Buyer shall pay, on behalf of the Company, through payroll of the applicable Company Group member to each Person to whom any portion of the Company Expenses is owed (or by the Company on any such Person’s behalf) (in each case, subject to the last sentence of Section 2.6 (regarding “wages”)4.2.(d), an amount in cash equal to the portion of the Company Expenses owing to such Person net of any applicable withholding Taxes4.2.(e) and 4.2.(g) have been complied. (f) If (The Purchasers shall execute and only if) the Agreed Stock Consideration Value equals €0, the Buyer shall deliver to the Seller and the Adjustment Escrow AgentSellers a certificate stating that, a copy as of the Adjustment Escrow AgreementClosing Date, (a) each of the representations and warranties of the Purchasers set forth in ARTICLE 6 of this Agreement remain true and correct in all respects on and as of the Closing Date (except to the extent such representations and warranties expressly speak as of an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) as though made on and as of such date; and (b) the obligations contained in this Agreement to be performed or complied by Purchasers on or prior to the Closing Date, shall have been performed or duly executed by the Buyercomplied with in all material respects. (g) If (The Sellers and only if) the Agreed Stock Consideration Value equals €0Minority Purchaser shall execute the Belatrix Argentina Purchase Agreement, the Seller shall deliver in form and substance reasonably satisfactory to the Buyer a copy of the Adjustment Escrow Agreement, duly executed by the Seller Sellers and the Adjustment Escrow AgentMinority Purchaser. (h) The Sellers and Globant II shall execute the Belatrix Peru Purchase Agreement, in form and substance reasonably satisfactory to the Sellers and the Minority Purchaser, and in compliance with the terms of the Belatrix Peru bylaws and Peruvian corporate laws. (i) The Sellers shall deliver to (a) Belatrix Argentina (with a copy to Globant) notices of transfer, duly executed by Sellers, in accordance with section 215 of the Argentine Companies Law 19,550 as amended (the “ACL”), dated as of the Closing Date and addressed to the respective board of directors of Belatrix Argentina, necessary for the registration on the books and records of Belatrix Argentina of the transfer of the Belatrix Argentina Minority Interests to Globant II, free and clear of all Liens; and (b) Belatrix Peru (with a copy to Globant) notices of transfer, duly executed by Sellers, dated as of the Closing Date and addressed to the respective board of directors of Belatrix Peru, necessary for the registration on the books and records of Belatrix Peru of the transfer of the Belatrix Peru Minority Interests to Globant II, free and clear of all Liens. (j) The register of members, stock ledger or similar registry of the Company and the Subsidiaries shall be updated under applicable Law to reflect (i) Globant I as the sole owner of the Belatrix Spain Interests, and (ii) Globant II as shareholder of Belatrix Argentina and Belatrix Peru, and together with the Company as the exclusive and only shareholders of Belatrix Argentina and Belatrix Peru. (k) The Sellers shall make available at the Companies’ corresponding offices to Globant: (i) all original and signed documents and contracts, all information and details of the Company and the Subsidiaries’ bank accounts, checkbooks, digital certificates and passwords; (ii) all other files, papers, books (including stock books, minutes books, shareholders’ registries and stock ledgers), statutory documents and records as may be inter alia maintained under applicable Laws related to the Company and the Subsidiaries as may be in their possession; and (iii) all documents relating to the Intellectual Property rights and confidential information of the Company, without retaining any copies thereof; and shall also deliver any other property belonging to the Company which may be in the possession of the Sellers or any nominee or Affiliate of the Sellers. (l) Each of the Parties agrees that Sellers shall execute an Employment Agreement in substantially the Closing shall be effected by way of certain customary “notary” processes pursuant to the applicable Laws of the Netherlands, and each of the Parties shall cooperate with the other in good faith to identify and agree on a Dutch notary and the steps necessary to implement such processes as required pursuant to the Laws of the Netherlands to effectuate the Closing in accordance with the intentions of the Parties as form set forth in Exhibit 3.2.(l), and any other customary employment documentation (including Globant’s standard non-disclosure agreements and in the foregoing clauses case of AHR, as employee of Belatrix US, also an arbitration agreement) granting in their favor the necessary faculties to manage, supervise and direct the Business of Company as specified in Section 1.7. (m) The Sellers shall execute the Subscription Agreement, in the form set forth in Exhibit 1.3.(d). (n) The Sellers and the Purchasers shall execute the Escrow Agreement, in substantially the form set forth in Exhibit 3.2.(n) (the “Escrow Agreement”). (o) The Sellers and the Purchasers shall execute and deliver, or cause to be executed and delivered by the Company and the Subsidiaries, such other agreements, consents, documents, instruments and writings as are reasonably required to be delivered by them or the Companies and the Subsidiaries pursuant to this Section 2.2Agreement or otherwise reasonably required to consummate the transactions contemplated hereby.

Closing Actions. At The Company and Diblo shall consummate the ClosingMerger (together with, if applicable, the following DIFA Merger) pursuant to the Merger Resolutions by taking the actions described in clauses (a) through (c) below, it being understood and agreed that, with respect to clause (a) below, such actions shall be taken by simultaneously and together with such actions in respect of the Parties:DIFA Merger and, with respect to clauses (b) and (c) below, if the Merger shall occur simultaneously with the DIFA Merger as provided herein, such actions shall be taken simultaneously and together with such actions in respect of the DIFA Merger. (a) The Buyer shall pay On the Shareholders’ Meetings Date, the Company and Diblo will execute and deliver a Merger Agreement substantially in the form of Section 2.04(a) of the Company Disclosure Schedule (the “Merger Agreement”), which will provide that (1) the Merger will be effective upon registration with the Public Registry of Commerce (Registro Público de Comercio) of the Federal District of Mexico (the “RPC”) as provided for in Article 225 of the General Commercial Companies Act (Ley General de Sociedades Mercantiles), for which purpose the Company, as Surviving Corporation, will expressly covenant to pay, on demand, all outstanding obligations owing to then-existing creditors of the Company and Diblo that did not consent to the Seller by wire transfer Merger, (2) from and after the Effective Time, the Surviving Corporation shall possess all rights, privileges, powers and franchises of immediately available funds to such bank account(s) designated in writing by the Seller (such designation to be made at least three Company and Diblo, and all of the claims, obligations, liabilities, debts and duties of the Company and Diblo shall become the claims, obligations, liabilities, debts and duties of the Surviving Corporation, and (3) Business Days prior the Merger shall be carried out pursuant to the Closing Date), the Cash Consideration other terms and conditions set forth in respect of the Purchased Intereststhis Agreement. (b) As soon as reasonably practicable after the Effective Time, Diblo shall register in its corporate books the cancellation of the Diblo shares owned by the Company and ABI and its Subsidiaries and generally make all annotations and entries into the corporate books of Diblo as necessary to evidence the termination of Diblo’s legal existence by virtue of the Merger. The Buyer shall Company will cancel all share certificates of the Company outstanding immediately prior to the Effective Time and re-issue and deliver new certificates to the Agreed Sharesshareholders of the Company and Indeval reflecting the Company’s capital structure after giving effect to the Merger Resolutions (including the Merger and, if anyapplicable, to the Seller (or any of its wholly-owned Subsidiaries as designated by the Seller to the Buyer in writingDIFA Merger) and shall deliver the Share Restructuring and generally take any action that is necessary or that the parties agree is convenient to consummate and formalize the Seller (or any of its wholly-owned Subsidiaries as designated by items approved in the Seller to the Buyer in writing) evidence of such issuance in non-certificated book-entry form, in each case duly authorized and validly issued, fully paid and nonassessable, and delivered free and clear of any Encumbrances except those imposed under applicable securities LawsMerger Resolutions. (c) The Buyer shall payAs soon as reasonably practicable after the Effective Time, on behalf of the applicable members of the Company Group, (i) the amounts as set forth in each of the payoff letter(s) delivered pursuant to Section 7.21 (and, to the extent applicable, Section 7.15(d)(xi)) to such Persons as set forth in such payoff letter with respect to all Indebtedness to be repaid on the Closing Date and the appropriate amounts payable in respect of the Notes Redemption, including, for the avoidance of doubt (i) the Credit Facilities Payoff Amount to the applicable administrative agent (for such administrative agent’s own benefit and the benefit of the lenders (and other secured parties) under the Credit Facilities or other facilities, as applicable) in accordance with the applicable terms of the Credit Facilities, and (ii) the Existing Notes Redemption Amount to the trustee under the Existing Notes Indenture in accordance with the applicable terms of the Existing Notes Indenture. (d) If (and only if) the Agreed Stock Consideration Value equals €0, the Buyer shall deliver to the Adjustment Escrow Agent, by wire transfer of immediately available funds to such bank account(s) designated in writing by the Adjustment Escrow Agent (such designation to be made at least three (3) Business Days prior to the Closing Date), the Adjustment Escrow Amount for deposit in the Adjustment Escrow Account, to be held by the Adjustment Escrow Agent in the Adjustment Escrow Account and distributed by the Adjustment Escrow Agent in accordance with the terms of the Adjustment Escrow Agreement and the applicable provisions of this Agreement. (e) The Buyer shall pay, on behalf of the applicable members of the Company Group, by wire transfer of immediately available funds to such bank account(s) designated in writing by each Person to whom any portion of the Company Expenses is owed (such designation to be made at least three (3) Business Days prior to the Closing Date), an amount in cash equal to the portion of the Company Expenses owing to such Person; provided, however, that the Company shall use reasonable best efforts issue and deliver to deliver ABI a certificate or cause to be delivered to certificates representing the Buyer at least three (3) Business Days prior to Merger Consideration, effective upon the Closing final invoices, wire instructions and all other information necessary for payment at Closing with respect to such Company Expenses payable at the Closing (to the extent applicable), provided, that if any final invoice, wire instructions or other information necessary for payment with respect to such Company Expenses is delivered to the Buyer after the date that is three (3) Business Days prior to the Closing, then the Buyer will be permitted to pay an amount in cash equal to the portion cancellation of the Company Expenses owing to such Person within three (3) Business Days following the receipt of such final invoice, wire instructions or other information necessary for payment with respect to such Company Expenses. To the extent any Company Expenses related to any retention awards set forth on Section 5.15(g) of the Disclosure Letter are not payable until after the Closing, on the date of the next regularly scheduled payroll following when any such Company Expenses become due Diblo Shares owned by ABI and payable, the Buyer shall pay, on behalf of the Company, through payroll of the applicable Company Group member to each Person to whom any portion of the Company Expenses is owed (or by the Company on any such Person’s behalf) (in each case, subject to the last sentence of Section 2.6 (regarding “wages”)), an amount in cash equal to the portion of the Company Expenses owing to such Person net of any applicable withholding Taxesits Subsidiaries. (f) If (and only if) the Agreed Stock Consideration Value equals €0, the Buyer shall deliver to the Seller and the Adjustment Escrow Agent, a copy of the Adjustment Escrow Agreement, duly executed by the Buyer. (g) If (and only if) the Agreed Stock Consideration Value equals €0, the Seller shall deliver to the Buyer a copy of the Adjustment Escrow Agreement, duly executed by the Seller and the Adjustment Escrow Agent. (h) Each of the Parties agrees that the Closing shall be effected by way of certain customary “notary” processes pursuant to the applicable Laws of the Netherlands, and each of the Parties shall cooperate with the other in good faith to identify and agree on a Dutch notary and the steps necessary to implement such processes as required pursuant to the Laws of the Netherlands to effectuate the Closing in accordance with the intentions of the Parties as set forth in the foregoing clauses of this Section 2.2.

Closing Actions. At the Closing(a) In accordance with Section 2.5(e), Purchaser shall make the following actions shall be taken by the Partiespayments: (ai) The Buyer shall pay to Sellers, an amount equal to the Seller by wire transfer of immediately available funds to such bank account(s) designated in writing by Purchase Price minus the Seller (such designation to be made at least three (3) Business Days prior to the Closing Date), the Cash Consideration in respect of the Purchased Interests.Indemnity Escrow Amount; (b) The Buyer shall issue the Agreed Shares, if any, to the Seller (or any of its wholly-owned Subsidiaries as designated by the Seller to the Buyer in writing) and shall deliver to the Seller (or any of its wholly-owned Subsidiaries as designated by the Seller to the Buyer in writing) evidence of such issuance in non-certificated book-entry form, in each case duly authorized and validly issued, fully paid and nonassessable, and delivered free and clear of any Encumbrances except those imposed under applicable securities Laws. (c) The Buyer shall pay, on behalf of the applicable members of the Company Group, (i) the amounts as set forth in each of the payoff letter(s) delivered pursuant to Section 7.21 (and, to the extent applicable, Section 7.15(d)(xi)) to such Persons as set forth in such payoff letter with respect to all Indebtedness to be repaid on the Closing Date and the appropriate amounts payable in respect of the Notes Redemption, including, for the avoidance of doubt (i) the Credit Facilities Payoff Amount to the applicable administrative agent (for such administrative agent’s own benefit and the benefit of the lenders (and other secured parties) under the Credit Facilities or other facilities, as applicable) in accordance with the applicable terms of the Credit Facilities, and (ii) to People’s United Bank, National Association, as escrow agent of the Existing Notes Redemption Amount parties hereto (the “Escrow Agent”), an amount equal to the trustee under the Existing Notes Indenture in accordance with the applicable terms of the Existing Notes Indenture. (d) If (and only if) the Agreed Stock Consideration Value equals €0, the Buyer shall deliver to the Adjustment Indemnity Escrow Agent, by wire transfer of immediately available funds to such bank account(s) designated in writing by the Adjustment Escrow Agent (such designation to be made at least three (3) Business Days prior to the Closing Date), the Adjustment Escrow Amount for deposit in the Adjustment Escrow AccountAmount, to be held in escrow and invested by the Adjustment Escrow Agent in the Adjustment Escrow Account and distributed by the Adjustment Escrow Agent in accordance with the terms of the Adjustment an Escrow Agreement and in a form reasonably acceptable to the applicable provisions of this parties hereto (the “Escrow Agreement”). (eb) The Buyer At the Closing, Seller Parent shall paydeliver to Purchaser all proper and necessary instruments for the conveyance of all of Seller Parent’s right, on behalf of the applicable members title and interest in, to and under all of the Company GroupInterests, by wire transfer of immediately available funds subject to such bank account(s) designated in writing by each Person to whom any portion the retention of the Retained Company Expenses is owed (such designation to be made at least three (3) Business Days prior to the Closing Date)Assets, an amount in cash equal to the portion held or owned by Seller Parent as of the Company Expenses owing to such Person; providedClosing. (c) At the Closing, howeverSeller Parent, that the Company Xxxx Markets and/or Thomaston Land, as applicable, shall use reasonable best efforts to deliver deliver, or cause to be delivered delivered, to Purchaser each of the Buyer at least three following: (3i) Business Days prior to a xxxx of sale in the Closing final invoices, wire instructions and all other information necessary for payment at Closing form attached hereto as Exhibit A (the “Xxxx of Sale”) duly executed by Xxxx Markets transferring the tangible Personal Property included in the Transferred Assets; (ii) with respect to such Company Expenses payable at each parcel of owned Real Property included in the Closing Transferred Assets, a deed of special warranty in form and substance satisfactory to Purchaser (to the extent applicableeach, a “Deed”), provided, that if any final invoice, wire instructions or other information necessary for payment duly executed and notarized by the applicable Seller; (iii) with respect to such Company Expenses is delivered to each Deed, real property transfer tax returns, duly executed and notarized by the Buyer after the date that is three applicable Seller; (3iv) Business Days prior to the Closing, then the Buyer will be permitted to pay an amount in cash equal to the portion of the Company Expenses owing to such Person within three (3) Business Days following the receipt of such final invoice, wire instructions or other information necessary for payment with respect to such Company Expenses. To that certain Leased Real Property leased by Thomaston Land, an Assignment and Assumption of Lease in the extent any Company Expenses related to any retention awards set forth on Section 5.15(g) form attached hereto as Exhibit B (each, an “Assignment and Assumption of the Disclosure Letter are not payable until after the Closing, on the date of the next regularly scheduled payroll following when any such Company Expenses become due and payable, the Buyer shall pay, on behalf of the Company, through payroll of the applicable Company Group member to each Person to whom any portion of the Company Expenses is owed (or by the Company on any such Person’s behalf) (in each case, subject to the last sentence of Section 2.6 (regarding “wagesLease”)), an amount in cash equal to the portion of the Company Expenses owing to such Person net of any applicable withholding Taxes.duly executed by Thomaston Land; (f) If (and only ifv) the Agreed Stock Consideration Value equals €0, the Buyer shall deliver to the Seller and the Adjustment Escrow Agent, a copy of the Adjustment Escrow Agreement, duly executed by Seller Parent; (vi) the BuyerTransition License Agreement, duly executed by Seller Parent; (vii) the Transition Services Agreement, duly executed by the relevant parties; and (viii) such other customary instruments of transfer (including motor vehicle registrations), assumption, filings or documents, in form and substance reasonably satisfactory to Purchaser, as may be required to give effect to this Agreement. (gd) If (and only if) At the Agreed Stock Consideration Value equals €0Closing, the Seller Purchaser shall deliver to the Buyer a copy Sellers each of the Adjustment following: (i) the Assignment and Assumption of Lease, duly executed by Purchaser; (ii) the Escrow Agreement, duly executed by the Seller and the Adjustment Escrow Agent.Purchaser; (hiii) Each the Transition License Agreement, duly executed by Purchaser; (iv) the Transition Services Agreement, duly executed by Purchaser; and (v) such other customary instruments of the Parties agrees that the Closing shall transfer (including motor vehicle registrations), assumption, filings or documents, in form and substance reasonably satisfactory to Sellers, as may be effected by way of certain customary “notary” processes pursuant required to the applicable Laws of the Netherlands, and each of the Parties shall cooperate with the other in good faith give effect to identify and agree on a Dutch notary and the steps necessary to implement such processes as required pursuant to the Laws of the Netherlands to effectuate the Closing in accordance with the intentions of the Parties as set forth in the foregoing clauses of this Section 2.2Agreement.

Closing Actions. At the Closing, the parties hereto and their applicable Affiliates shall cause the following actions to take place in immediately successive steps in the following order (but all of which actions shall be taken by deemed to take place on the Parties:Closing Date): (a) The Buyer Final Distribution shall pay be completed; (b) FDFS shall contribute to the Seller Company or, at the Company’s discretion, to a direct or indirect subsidiary of the Company such as CCI Acquisition, LLC, all of the issued and outstanding membership interests in Casino Credit Services, LLC (“CCS”). For purposes of such contribution, CCS shall be deemed to have a fair market value of zero, and no additional equity interest will be issued to FDFS on account of such contribution. (c) M&C, FDFS and GCA Holdings shall enter into a limited liability company agreement on terms substantially identical to the current terms of the LLC Agreement of the Company. M&C and FDFS shall each contribute all of their Membership Units in the Company to GCA Holdings, and in exchange GCA Holdings shall issue to each of M&C and FDFS a number of GCA Holdings Membership Units equal to the number of Membership Units in the Company so contributed, such that each of M&C and FDFS shall, after such contribution, own the same percentage interest in GCA Holdings after the contribution as it owned in the Company prior to the contribution. The LLC Agreement of the Company shall be amended to admit GCA Holdings as the sole member of the Company; (d) M&C shall exercise in full the M&C Option, as amended, in exchange for a cash payment by M&C of $27,000,000, payable by a wire transfer of immediately available funds to an account designated by FDC. (i) CashCall shall redeem, and FDC shall cause FDFS, LLC to permit the redemption of, a portion of the 670 common shares (representing 67% of the outstanding equity interests in CashCall) of CashCall (such portion to be designated by M&C) in exchange for a cash payment by CashCall of Seventeen Thousand Five Hundred United States Dollars ($17,500) per common share, less applicable withholding taxes, payable by wire transfer of immediately available funds denominated in Canadian dollars using the nominal noon exchange rate published by the Bank of Canada on the business day immediately prior to the Closing Date to an account designated by FDC, and M&C shall cause CashCall to take and FDC shall cause FDFS, LLC to take any other actions necessary to consummate such redemption. M&C shall notify FDC of the number of common shares of CashCall owned by FDFS, LLC to be redeemed not less than five business days prior to the Closing Date; provided, however, that the number of shares to be redeemed shall not exceed one (1) without FDFS, LLC’s prior consent. (ii) FDC shall cause FDFS, LLC to assign and transfer to the Company, and the Company shall purchase from FDFS, LLC, (A) all of the remaining common shares of CashCall held by FDFS, LLC (after giving effect to the redemption described the immediately preceding clause (i)) and (B) the indebtedness owed by CashCall as of the Closing Date to Western Union Financial Services (Canada), Inc., which prior to the Closing Date shall have been transferred by Western Union Financial Services (Canada), Inc. to FDFS, LLC, in exchange for a cash payment by the Company of Seventeen Thousand Five Hundred United States Dollars ($17,500) per common share, payable by wire transfer of immediately available funds denominated in United States dollars to an account designated by FDC, and the Company shall take and FDC shall cause FDFS, LLC to take any other actions necessary to consummate such purchase and sale. (f) one or more third parties unaffiliated with M&C shall purchase from M&C, pursuant to a bona fide business transaction, a number of GCA Holdings Membership Units that represents a four and ninety-nine hundredths (4.99%) or greater equity interest in GCA Holdings after giving effect to the redemption described in Section 2.2(f). (g) FDFS and GCA Holdings shall execute and deliver the Membership Unit Redemption Agreement, in the form attached as Exhibit B (the “Membership Unit Redemption Agreement”), and in connection therewith FDFS shall assign and transfer to GCA Holdings, and GCA Holdings shall redeem from FDFS, all of FDFS’s Membership Units in exchange for a cash payment by the Company of Four Hundred Seventy Eight Thousand Five Hundred Sixty Six Dollars and Twenty Six Cents ($478,566.26) per Membership Unit redeemed thereby (the “GCA Redemption Payment”), payable by wire transfer of immediately available funds to such bank account(s) an account designated in writing by FDC, and the Seller (such designation parties thereto shall take any other actions contemplated to be made at least three (3) Business Days prior to the Closing Date), the Cash Consideration in respect of the Purchased Interests. (b) The Buyer shall issue the Agreed Shares, if any, to the Seller (or any of its wholly-owned Subsidiaries as designated by the Seller to the Buyer in writing) and shall deliver to the Seller (or any of its wholly-owned Subsidiaries as designated by the Seller to the Buyer in writing) evidence of such issuance in non-certificated book-entry form, in each case duly authorized and validly issued, fully paid and nonassessable, and delivered free and clear of any Encumbrances except those imposed under applicable securities Laws. (c) The Buyer shall pay, on behalf of the applicable members of the Company Group, (i) the amounts as set forth in each of the payoff letter(s) delivered pursuant to Section 7.21 (and, to the extent applicable, Section 7.15(d)(xi)) to such Persons as set forth in such payoff letter with respect to all Indebtedness to be repaid taken thereunder on the Closing Date and the appropriate amounts payable in respect of the Notes Redemption, including, for the avoidance of doubt (i) the Credit Facilities Payoff Amount to the applicable administrative agent (for consummate such administrative agent’s own benefit and the benefit of the lenders (and other secured parties) under the Credit Facilities or other facilities, as applicable) in accordance with the applicable terms of the Credit Facilities, and (ii) the Existing Notes Redemption Amount to the trustee under the Existing Notes Indenture in accordance with the applicable terms of the Existing Notes Indenture. (d) If (and only if) the Agreed Stock Consideration Value equals €0, the Buyer shall deliver to the Adjustment Escrow Agent, by wire transfer of immediately available funds to such bank account(s) designated in writing by the Adjustment Escrow Agent (such designation to be made at least three (3) Business Days prior to the Closing Date), the Adjustment Escrow Amount for deposit in the Adjustment Escrow Account, to be held by the Adjustment Escrow Agent in the Adjustment Escrow Account and distributed by the Adjustment Escrow Agent in accordance with the terms of the Adjustment Escrow Agreement and the applicable provisions of this Agreement. (e) The Buyer shall pay, on behalf of the applicable members of the Company Group, by wire transfer of immediately available funds to such bank account(s) designated in writing by each Person to whom any portion of the Company Expenses is owed (such designation to be made at least three (3) Business Days prior to the Closing Date), an amount in cash equal to the portion of the Company Expenses owing to such Person; provided, however, that the Company shall use reasonable best efforts to deliver or cause to be delivered to the Buyer at least three (3) Business Days prior to the Closing final invoices, wire instructions and all other information necessary for payment at Closing with respect to such Company Expenses payable at the Closing (to the extent applicable), provided, that if any final invoice, wire instructions or other information necessary for payment with respect to such Company Expenses is delivered to the Buyer after the date that is three (3) Business Days prior to the Closing, then the Buyer will be permitted to pay an amount in cash equal to the portion of the Company Expenses owing to such Person within three (3) Business Days following the receipt of such final invoice, wire instructions or other information necessary for payment with respect to such Company Expenses. To the extent any Company Expenses related to any retention awards set forth on Section 5.15(g) of the Disclosure Letter are not payable until after the Closing, on the date of the next regularly scheduled payroll following when any such Company Expenses become due and payable, the Buyer shall pay, on behalf of the Company, through payroll of the applicable Company Group member to each Person to whom any portion of the Company Expenses is owed (or by the Company on any such Person’s behalf) (in each case, subject to the last sentence of Section 2.6 (regarding “wages”)), an amount in cash equal to the portion of the Company Expenses owing to such Person net of any applicable withholding Taxes. (f) If (and only if) the Agreed Stock Consideration Value equals €0, the Buyer shall deliver to the Seller and the Adjustment Escrow Agent, a copy of the Adjustment Escrow Agreement, duly executed by the Buyer. (g) If (and only if) the Agreed Stock Consideration Value equals €0, the Seller shall deliver to the Buyer a copy of the Adjustment Escrow Agreement, duly executed by the Seller and the Adjustment Escrow Agentredemption. (h) Each FDC and the Company shall execute and deliver the Sponsorship Indemnification Agreement, in the form attached as Exhibit C (the “Sponsorship Indemnification Agreement”), and in connection therewith, the Company shall cause a letter of credit (in a form to be reasonably acceptable to FDC) to be issued to FDC in the amount of $1,000,000 issued by a qualified financial institution selected by the Company with the prior consent of FDC, such consent not to be unreasonably withheld, together with instructions to the issuer of such letter of credit to make payments to FDC thereunder for any indemnified amounts under the Sponsorship Indemnification Agreement. (i) The Company and Western Union Financial Services, Inc. shall amend and restate the Network Agency Agreement by execution and delivery of the Amended and Restated Network Agency Agreement, in the form attached as Exhibit D (the “Amended and Restated Network Agency Agreement”), and the Company shall complete the related agent application form and compliance acknowledgement. (j) The Company and Integrated Payment Systems, Inc. shall execute and deliver Amendment No. 3 to the Money Order Trust Agreement in the form attached as Exhibit E (“Amendment No. 3 to the IPS Agreement”). (k) CashCall and Integrated Payment Systems Canada, Inc. shall execute and deliver Amendment No. 2 to the Canada Money Order Trust Agreement in the form attached as Exhibit F (“Amendment No. 2 to the Canada Money Order Trust Agreement”). (l) The Company and TRS Recovery Services, Inc. shall execute and deliver Amendment No. 2 to the TeleCheck Marketing Agreement in the form attached as Exhibit G (“Amendment No. 2 to Marketing Agreement”). (m) Infonox shall agree to be bound by Section 4.5 and Section 4.14 of this Agreement pursuant to a written agreement reasonably acceptable to FDC. (n) The Company and First Financial Bank shall execute and deliver Amendment No. 1 to the ATM Sponsorship Agreement in the form attached as Exhibit J (“Amendment No. 1 to ATM Sponsorship Agreement”). (o) M&C shall provide to FDC written evidence, in a form reasonably acceptable to FDC, evidencing the payment in full of all amounts owing under the Promissory Note issued by M&C to Bank of America, N.A. dated September 29, 2000 and subject to the Guaranty Agreement dated as of September 29, 2000 made by FDC in favor of Bank of America, N.A. For the avoidance of doubt, the Parties agrees agree that the Closing shall be effected by way of certain customary “notary” processes aggregate amount payable to FDFS and FDFS, LLC pursuant to Sections 2.2(b) – (g) (including the GCA Redemption Payment) shall total $435,600,000, less applicable Laws withholding taxes, if any, and upon completion of those transactions, no FDC Related Person shall own any equity interest, or any option, warrant or right to acquire any equity interest, in the Company or any other Person which, directly or indirectly, is owned or controlled by the Company (where “control” means the power to direct the management or affairs of a Person and “ownership” means the beneficial ownership of more than 50% of the Netherlands, and each equity securities of the Parties shall cooperate with the other in good faith to identify Person); it being understood and agree on a Dutch notary and the steps necessary to implement such processes as required pursuant agreed that, to the Laws Knowledge of the Netherlands to effectuate Parties, there exists no such Person other than has been addressed by the Closing in accordance with the intentions express terms of Section 2.2(b) – (g). Section 3.1 (f) of the Parties Restructuring Agreement is hereby amended and restated in its entirety to read as set forth in the foregoing clauses of this Section 2.2.follows:

Closing Actions. At the Closing, notwithstanding other actions at Closing that may be contemplated in other provisions of this Agreement, the following actions shall be taken by are taken (I) Closing actions in connection with the PartiesCompany: (a) The Buyer shall pay Seller, the Purchaser, the Guarantor and the Ultimate Owners, have provided to each other and to the Seller by wire transfer of immediately available funds Notary the relevant documents granting and evidencing sufficient signing authority and capacity under Spanish Law to such bank account(s) designated in writing by carry out all the Seller (such designation to be made actions at least three (3) Business Days prior to the Closing Date), the Cash Consideration in respect of the Purchased InterestsClosing. (b) The Buyer shall issue the Agreed Shares, if any, Purchaser has provided to the Seller (or any a copy of its wholly-owned Subsidiaries as designated by relevant corporate resolutions approving the Seller to transactions contemplated hereby and the Buyer in writing) execution of this Agreement and shall deliver to the Seller (or any of its wholly-owned Subsidiaries as designated by the Seller to the Buyer in writing) evidence of such issuance in non-certificated book-entry formrelated documents, in each case duly authorized and validly issuedparticular but not limited to, fully paid and nonassessable, and delivered free and clear for the purpose of any Encumbrances except those imposed under applicable securities LawsArticle 160.f) of the Spanish Capital Corporations Act (Ley de Sociedades de Capital). (c) The Buyer shall pay, on behalf of the applicable members of the Company Group, (i) the amounts as set forth in each of the payoff letter(s) delivered pursuant to Section 7.21 (and, Seller has provided to the extent applicable, Section 7.15(d)(xi)) to such Persons as set forth in such payoff letter with respect to all Indebtedness to be repaid on Purchaser a copy of its relevant corporate resolutions approving the Closing Date transactions contemplated hereby and the appropriate amounts payable execution of this Agreement and related documents, in respect of the Notes Redemption, includingparticular but not limited to, for the avoidance purposes of doubt (iArticle 160.f) the Credit Facilities Payoff Amount to the applicable administrative agent (for such administrative agent’s own benefit and the benefit of the lenders Spanish Capital Corporations Act (and other secured parties) under the Credit Facilities or other facilities, as applicable) in accordance with the applicable terms of the Credit Facilities, and (ii) the Existing Notes Redemption Amount to the trustee under the Existing Notes Indenture in accordance with the applicable terms of the Existing Notes IndentureLey de Sociedades de Capital). (d) If (The Purchaser has received a certificate from the joint directors of the Company certifying that the Company Interests are freely transferable and only if) have no encumbrances or charges or any other Liens and all the Agreed Stock Consideration Value equals €0, requirements set by applicable Law and by the Buyer shall deliver to Company’s bylaws have been complied with for the Adjustment Escrow Agent, by wire sale and transfer of immediately available funds to such bank account(s) designated in writing by the Adjustment Escrow Agent (such designation to be made at least three (3) Business Days prior to the Closing Date), the Adjustment Escrow Amount for deposit in the Adjustment Escrow Account, to be held by the Adjustment Escrow Agent in the Adjustment Escrow Account and distributed by the Adjustment Escrow Agent in accordance with the terms of the Adjustment Escrow Agreement and the applicable provisions of this AgreementCompany Interests. (e) The Buyer shall pay, on behalf Seller has exhibited to the Purchaser the legal titles (títulos de propiedad) to the Company Interests as prove of the applicable members its ownership of the Company Group, by wire transfer of immediately available funds to such bank account(s) designated in writing by each Person to whom any portion of the Company Expenses is owed (such designation to be made at least three (3) Business Days prior to the Closing Date), an amount in cash equal to the portion of the Company Expenses owing to such Person; provided, however, that the Company shall use reasonable best efforts to deliver or cause to be delivered to the Buyer at least three (3) Business Days prior to the Closing final invoices, wire instructions and all other information necessary for payment at Closing with respect to such Company Expenses payable at the Closing (to the extent applicable), provided, that if any final invoice, wire instructions or other information necessary for payment with respect to such Company Expenses is delivered to the Buyer after the date that is three (3) Business Days prior to the Closing, then the Buyer will be permitted to pay an amount in cash equal to the portion of the Company Expenses owing to such Person within three (3) Business Days following the receipt of such final invoice, wire instructions or other information necessary for payment with respect to such Company Expenses. To the extent any Company Expenses related to any retention awards set forth on Section 5.15(g) of the Disclosure Letter are not payable until after the Closing, on the date of the next regularly scheduled payroll following when any such Company Expenses become due and payable, the Buyer shall pay, on behalf of the Company, through payroll of the applicable Company Group member to each Person to whom any portion of the Company Expenses is owed (or by the Company on any such Person’s behalf) (in each case, subject to the last sentence of Section 2.6 (regarding “wages”)), an amount in cash equal to the portion of the Company Expenses owing to such Person net of any applicable withholding TaxesInterests. (f) If (and only if) The Parties have instructed the Agreed Stock Consideration Value equals €0, Notary to record the Buyer shall deliver to the Seller and the Adjustment Escrow Agent, a copy transfer of the Adjustment Escrow Agreement, duly executed by Seller’s legal titles representing 100% of the Buyershares in the Company Interests in favor of the Purchaser. (g) If The Seller, the Purchaser, the Guarantor and the Ultimate Owners have executed in the presence of the Notary (i) this Agreement and only ifany other Transaction Document; (ii) the Agreed Stock Consideration Value equals €0, the Seller shall deliver to the Buyer Spanish public transfer deed whereby (x) this Agreement is notarized (elevado a copy of the Adjustment Escrow Agreement, duly executed by the Seller and the Adjustment Escrow Agent. (h) Each of the Parties agrees that the Closing shall be effected by way of certain customary “notary” processes pursuant to the applicable Laws of the Netherlands, and each of the Parties shall cooperate with the other in good faith to identify and agree on a Dutch notary and the steps necessary to implement such processes as required pursuant to the Laws of the Netherlands to effectuate the Closing in accordance with the intentions of the Parties as set forth in the foregoing clauses of this Section 2.2.público),

Closing Actions. (a) At the Closing, Closing the following actions shall be taken by the PartiesPurchaser shall: (ai) The Buyer shall pay to consummate the Seller by wire transfer conversion of immediately available funds to such bank account(s) designated in writing all issued and outstanding Class B Common Stock held by the Seller (such designation to be made at least three (3) Business Days prior to the Closing Date), the Cash Consideration in respect of the Purchased Interests. (b) The Buyer shall issue the Agreed Shares, if any, to the Seller (or any of its wholly-owned Subsidiaries as designated by the Seller to the Buyer in writing) and shall deliver to the Seller (or any of its wholly-owned Subsidiaries as designated by the Seller to the Buyer in writing) evidence of such issuance in non-certificated book-entry form, in each case duly authorized and validly issued, fully paid and nonassessable, and delivered free and clear of any Encumbrances except those imposed under applicable securities Laws. (c) The Buyer shall pay, on behalf of the applicable members of the Company Group, (i) the amounts as set forth in each of the payoff letter(s) delivered pursuant to Section 7.21 (and, to the extent applicable, Section 7.15(d)(xi)) to such Persons as set forth in such payoff letter with respect to all Indebtedness to be repaid on the Closing Date and the appropriate amounts payable in respect of the Notes Redemption, including, for the avoidance of doubt (i) the Credit Facilities Payoff Amount to the applicable administrative agent (for such administrative agent’s own benefit and the benefit of the lenders (and other secured parties) under the Credit Facilities or other facilities, as applicable) Purchaser Sponsor into Class A Common Stock in accordance with the applicable terms of the Credit Facilities, and Purchaser’s Organizational Documents; (ii) the Existing Notes Redemption Amount pay to the trustee under the Existing Notes Indenture in accordance with the applicable terms of the Existing Notes Indenture. (d) If (and only if) the Agreed Stock Consideration Value equals €0, the Buyer shall deliver to the Adjustment Escrow AgentCompany, by wire transfer of immediately available funds to such bank the account(s) designated specified in writing by the Adjustment Escrow Agent (such designation Company delivered to be made the Purchaser at least three two (32) Business Days prior to the Closing Date)Closing, an aggregate amount equal to the Adjustment Escrow Amount for deposit in the Adjustment Escrow Account, to be held by the Adjustment Escrow Agent in the Adjustment Escrow Account and distributed by the Adjustment Escrow Agent in accordance with the terms of the Adjustment Escrow Agreement and the applicable provisions of this Agreement.Company Cash Consideration; (eiii) The Buyer shall pay, on behalf of pay to the applicable members of the Company GroupSellers, by wire transfer of immediately available funds to such bank the account(s) designated specified in writing by each Person to whom any portion of the Company Expenses is owed (such designation to be made at least three (3) Business Days prior to the Closing Date), an amount in cash equal to the portion of the Company Expenses owing to such Person; provided, however, that the Company shall use reasonable best efforts to deliver or cause to be Sellers delivered to the Buyer Purchaser at least three two (3) Business Days prior to the Closing final invoices, wire instructions and all other information necessary for payment at Closing with respect to such Company Expenses payable at the Closing (to the extent applicable), provided, that if any final invoice, wire instructions or other information necessary for payment with respect to such Company Expenses is delivered to the Buyer after the date that is three (32) Business Days prior to the Closing, then the Buyer will be permitted to pay an aggregate amount in cash equal to the portion Seller Cash Consideration; (iv) (A) issue to the accounts designated in writing prior to Closing by the Sellers the Common Stock Consideration, free and clear of all Liens (except Liens consisting of any restrictions on transfer generally arising under the applicable securities Laws), and (B) make appropriate book entries by updating the register of members of the Purchaser (in the names designated by the Sellers in writing prior to Closing) evidencing the issuance to the Sellers of the Common Stock Consideration; provided, however, in no instance shall the Purchaser have any obligation to issue any of the Common Stock Consideration to or in the name of any Person not signatory hereto; (v) (A) deliver to the Sellers the certificate contemplated by Section 8.3(d) and (B) deliver to the Company Expenses owing the certificate contemplated by Section 8.4(c); and (vi) deliver a certificate from an authorized officer of the Purchaser certifying that the Purchaser has made all necessary arrangements with the Trustee to such Person within three (3) Business Days following cause the receipt Trustee to disburse all of such final invoice, wire instructions or other information necessary the funds contained in the Trust Account available to the Purchaser for payment with respect to such Company Expenses. To the extent any Company Expenses related to any retention awards set forth on Section 5.15(g) of the Disclosure Letter are not payable until after the Closing, on the date of the next regularly scheduled payroll following when any such Company Expenses become due Cash Consideration and payable, the Buyer shall pay, on behalf of the Company, through payroll of the applicable Company Group member to each Person to whom any portion of the Company Expenses is owed (or by the Company on any such Person’s behalf) (in each case, subject to the last sentence of Section 2.6 (regarding “wages”)), an amount in cash equal to the portion of the Company Expenses owing to such Person net of any applicable withholding TaxesTransaction Costs. (fb) If At the Closing the Company shall: (i) deliver, or cause to be delivered, to the Purchaser, to the extent that the Issued Equity Interests are certificated, certificates evidencing such Issued Equity Interests, duly endorsed in blank or accompanied by stock powers duly executed in blank and, in any case, other duly executed instruments of transfer as required to validly transfer title in and only ifto all the Issued Equity Interests in book-entry form free and clear of all Liens (other than any restrictions arising under the Company’s Organizational Documents made available to the Purchaser or applicable securities Laws or Liens created by the Purchaser); (ii) the Agreed Stock Consideration Value equals €0, the Buyer shall deliver to the Seller and the Adjustment Escrow Agent, Purchaser a copy of the Adjustment Escrow Agreement, duly executed by shareholders register of the Buyer.Company recording the issuance of the Issued Equity Interests to the Purchaser with effect as at the Closing Date; and (giii) If (and only if) the Agreed Stock Consideration Value equals €0, the Seller shall deliver to the Buyer Purchaser the certificate contemplated by Section 8.2(c)(i); (c) At the Closing the Sellers shall: (i) deliver, or cause to be delivered, to the Purchaser, to the extent that the Transferred Equity Interests are certificated, certificates evidencing such Transferred Equity Interests, duly endorsed in blank or accompanied by stock powers duly executed in blank and, in any case, other duly executed instruments of transfer as required to validly transfer title in and to all the Transferred Equity Interests in book-entry form free and clear of all Liens (other than any restrictions arising under the Company’s Organizational Documents made available to the Purchaser or applicable securities Laws or Liens created by the Purchaser); (ii) deliver to the Purchaser a copy of the Adjustment Escrow Agreement, duly executed by shareholders register of the Seller and Company recording the Adjustment Escrow Agent.transfer of the Transferred Equity Interests to the Purchaser with effect as at the Closing Date; and (hiii) Each of the Parties agrees that the Closing shall be effected by way of certain customary “notary” processes pursuant deliver to the applicable Laws of Purchaser the Netherlands, and each of the Parties shall cooperate with the other in good faith to identify and agree on a Dutch notary and the steps necessary to implement such processes as required pursuant to the Laws of the Netherlands to effectuate the Closing in accordance with the intentions of the Parties as set forth in the foregoing clauses of this certificate contemplated by Section 2.28.2(c)(ii).

Closing Actions. At the Closing, notwithstanding other actions at Closing that may be contemplated in other provisions of this Agreement, the following actions shall be taken by (for the Partiesavoidance of doubt, each of HSBC I, HSBC II and IFC shall only take such action and deliver such documents as are applicable to each such entity as a XXX Spain shareholder): (I) Closing actions in connection with XXX Spain: (a) The Buyer Each of the Sellers and the Majority Purchaser shall pay provide to each other (and also to the Seller by wire transfer Spanish public notary) the public deeds formalizing the powers of immediately available funds attorney that are sufficient to such bank account(s) designated in writing by carry out all the Seller (such designation to be made actions at least three (3) Business Days prior to the Closing Date), the Cash Consideration in respect of the Purchased InterestsClosing. (b) The Buyer Purchasers which are Spanish legal entities shall issue provide the Agreed Sharesshareholders’ resolutions approving the transaction in the framework of this Agreement, if any, to especially for the Seller (or any purpose of its wholly-owned Subsidiaries as designated by Article 160.f) of the Seller to the Buyer in writing) and shall deliver to the Seller (or any of its wholly-owned Subsidiaries as designated by the Seller to the Buyer in writing) evidence of such issuance in non-certificated book-entry form, in each case duly authorized and validly issued, fully paid and nonassessable, and delivered free and clear of any Encumbrances except those imposed under applicable securities LawsSpanish Capital Corporations Act. (c) The Buyer shall pay, on behalf Each of the applicable members of the Company Group, (i) the amounts as set forth in each of the payoff letter(s) delivered pursuant to Section 7.21 (and, Sellers which are legal entities shall provide to the extent applicable, Section 7.15(d)(xi)) to such Persons as set forth in such payoff letter with respect to all Indebtedness to be repaid on Purchasers a copy of their relevant corporate resolutions approving the Closing Date transactions contemplated hereby and the appropriate amounts payable in respect execution of the Notes Redemption, including, for the avoidance of doubt (i) the Credit Facilities Payoff Amount to the applicable administrative agent (for such administrative agent’s own benefit this Agreement and the benefit of the lenders (and other secured parties) under the Credit Facilities or other facilities, as applicable) in accordance with the applicable terms of the Credit Facilities, and (ii) the Existing Notes Redemption Amount to the trustee under the Existing Notes Indenture in accordance with the applicable terms of the Existing Notes Indenturerelated documents. (d) If The Purchasers shall receive a certificate from the Secretary of the Company (Secretario del Consejo) certifying that the XXX Spain Interests are freely transferable and only if) have no encumbrances or charges and all the Agreed Stock Consideration Value equals €0, requirements set by the Buyer shall deliver to Spanish Capital Corporations Act and by the Adjustment Escrow Agent, by wire Company’s bylaws have been complied with for the transfer of immediately available funds to such bank account(s) designated in writing by the Adjustment Escrow Agent (such designation to be made at least three (3) Business Days prior to the Closing Date), the Adjustment Escrow Amount for deposit in the Adjustment Escrow Account, to be held by the Adjustment Escrow Agent in the Adjustment Escrow Account and distributed by the Adjustment Escrow Agent in accordance with the terms of the Adjustment Escrow Agreement and the applicable provisions of this AgreementXXX Spain Interests. (e) The Buyer shall pay, on behalf Each of the applicable members Sellers shall exhibit to the Majority Purchaser (and also to the Spanish public notary as regards XXX Spain) their respective legal titles (escrituras) to the XXX Spain Interests and shall deliver their respective nominative titles (títulos nominativos) representing the XXX Spain Interests being sold and transferred, as prove of their respective ownership of the Company Group, by wire transfer of immediately available funds to such bank account(s) designated in writing by each Person to whom any portion of the Company Expenses is owed (such designation to be made at least three (3) Business Days prior to the Closing Date), an amount in cash equal to the portion of the Company Expenses owing to such Person; provided, however, that the Company shall use reasonable best efforts to deliver or cause to be delivered to the Buyer at least three (3) Business Days prior to the Closing final invoices, wire instructions and all other information necessary for payment at Closing with respect to such Company Expenses payable at the Closing (to the extent applicable), provided, that if any final invoice, wire instructions or other information necessary for payment with respect to such Company Expenses is delivered to the Buyer after the date that is three (3) Business Days prior to the Closing, then the Buyer will be permitted to pay an amount in cash equal to the portion of the Company Expenses owing to such Person within three (3) Business Days following the receipt of such final invoice, wire instructions or other information necessary for payment with respect to such Company Expenses. To the extent any Company Expenses related to any retention awards set forth on Section 5.15(g) of the Disclosure Letter are not payable until after the Closing, on the date of the next regularly scheduled payroll following when any such Company Expenses become due and payable, the Buyer shall pay, on behalf of the Company, through payroll of the applicable Company Group member to each Person to whom any portion of the Company Expenses is owed (or by the Company on any such Person’s behalf) (in each case, subject to the last sentence of Section 2.6 (regarding “wages”)), an amount in cash equal to the portion of the Company Expenses owing to such Person net of any applicable withholding TaxesXXX Spain Interests. (f) If (and only if) the Agreed Stock Consideration Value equals €0, the Buyer shall deliver to the Seller and the Adjustment Escrow Agent, a copy of the Adjustment Escrow Agreement, duly executed by the Buyer. (g) If (and only if) the Agreed Stock Consideration Value equals €0, the Seller shall deliver to the Buyer a copy of the Adjustment Escrow Agreement, duly executed by the Seller and the Adjustment Escrow Agent. (h) Each of the Parties agrees that Sellers and the Majority Purchaser shall grant the Spanish public transfer deed whereby (i) this Agreement shall be notarized; (ii) subject to the simultaneous release and termination of the Pledge, the XXX Spain Interests shall be transferred to the Majority Purchaser; and (iii) acknowledgment of receipt of its applicable portion of the Closing Cash Payment shall be effected by way of certain customary “notary” processes pursuant to the applicable Laws of the Netherlands, and each of the Parties shall cooperate with the other in good faith to identify and agree on a Dutch notary and the steps necessary to implement such processes as required pursuant to the Laws of the Netherlands to effectuate the Closing in accordance with the intentions of the Parties as set forth in the foregoing clauses of this Section 2.2granted.

Closing Actions. At The Parties acknowledge and agree that it is a requirement for the Closingsale and purchase of the Sale Shares to be completed that all the below actions to be carried out on the Closing Date pursuant to this Section 3.2, and all documents to be executed or delivered hereunder, are effectively completed and executed or delivered simultaneously (en unidad de acto) on the following actions shall be taken by the Partiesdate hereof: (a) The Buyer Parties shall pay grant before the Notary a public deed pursuant to which (i) the Parties formalize (elevación a público) this Agreement into public deed, (ii) the Sellers acknowledge that the Purchase Price will be satisfied in accordance with the provisions of Section 2.2, and (iii) on the Effective Date, the Sellers transfer ownership and deliver the Sale Shares to the Seller by wire transfer of immediately available funds to such bank account(s) designated Buyer and the Buyer, in writing by turn, acquires and received the Seller Sale Shares (such designation to be made at least three (3) Business Days prior to the Closing Date“Public Deed”), the Cash Consideration in respect of the Purchased Interests. (b) The Buyer Sellers shall issue the Agreed Sharessign and deliver, if anyor cause to be delivered, to the Buyer or the Notary the following items: (i) original public deed titles of ownership of each Seller with respect to the Sale Shares owned by each Seller for the Notary to record (on or after the Effective Date) in said titles the transfer of the Sale Shares to the Buyer; (ii) powers of attorney sufficient for the execution of this Agreement and any other ancillary agreement; and (iii) if applicable, the D-1B Forms to be filed with the Spanish General Directorate of its wholly-owned Subsidiaries as designated Commerce and Investment, communicating the foreign divestment in the Company by the Seller to the Buyer in writing) and shall deliver to the Seller (or any of its wholly-owned Subsidiaries as designated by the Seller to the Buyer in writing) evidence of such issuance in non-certificated book-entry form, in each case duly authorized and validly issued, fully paid and nonassessable, and delivered free and clear of any Encumbrances except those imposed under applicable securities LawsIndividual Seller(s). (c) The Buyer shall paysign and deliver, on behalf of or cause to be delivered, to the applicable members of Notary the Company Group, following items: (i) the amounts as set forth in each powers of the payoff letter(s) delivered pursuant to Section 7.21 (and, to the extent applicable, Section 7.15(d)(xi)) to such Persons as set forth in such payoff letter with respect to all Indebtedness to be repaid on the Closing Date and the appropriate amounts payable in respect of the Notes Redemption, including, attorney sufficient for the avoidance execution of doubt (i) the Credit Facilities Payoff Amount to the applicable administrative agent (for such administrative agent’s own benefit this Agreement and the benefit of the lenders (and any other secured parties) under the Credit Facilities or other facilities, as applicable) in accordance with the applicable terms of the Credit Facilities, ancillary agreement; and (ii) the Existing Notes Redemption Amount D-1A Form to the trustee under the Existing Notes Indenture in accordance be filed with the applicable terms Spanish General Directorate of Commerce and Investment, communicating the Existing Notes Indenture. (d) If (and only if) the Agreed Stock Consideration Value equals €0, the Buyer shall deliver to the Adjustment Escrow Agent, by wire transfer of immediately available funds to such bank account(s) designated in writing by the Adjustment Escrow Agent (such designation to be made at least three (3) Business Days prior to the Closing Date), the Adjustment Escrow Amount for deposit foreign investment in the Adjustment Escrow Account, to be held by the Adjustment Escrow Agent in the Adjustment Escrow Account and distributed by the Adjustment Escrow Agent in accordance with the terms of the Adjustment Escrow Agreement and the applicable provisions of this Agreement. (e) The Buyer shall pay, on behalf of the applicable members of the Company Group, by wire transfer of immediately available funds to such bank account(s) designated in writing by each Person to whom any portion of the Company Expenses is owed (such designation to be made at least three (3) Business Days prior to the Closing Date), an amount in cash equal to the portion of the Company Expenses owing to such Person; provided, however, that the Company shall use reasonable best efforts to deliver or cause to be delivered to the Buyer at least three (3) Business Days prior to the Closing final invoices, wire instructions and all other information necessary for payment at Closing with respect to such Company Expenses payable at the Closing (to the extent applicable), provided, that if any final invoice, wire instructions or other information necessary for payment with respect to such Company Expenses is delivered to the Buyer after the date that is three (3) Business Days prior to the Closing, then the Buyer will be permitted to pay an amount in cash equal to the portion of the Company Expenses owing to such Person within three (3) Business Days following the receipt of such final invoice, wire instructions or other information necessary for payment with respect to such Company Expenses. To the extent any Company Expenses related to any retention awards set forth on Section 5.15(g) of the Disclosure Letter are not payable until after the Closing, on the date of the next regularly scheduled payroll following when any such Company Expenses become due and payable, the Buyer shall pay, on behalf of the Company, through payroll of the applicable Company Group member to each Person to whom any portion of the Company Expenses is owed (or by the Company on any such Person’s behalf) (in each case, subject to the last sentence of Section 2.6 (regarding “wages”)), an amount in cash equal to the portion of the Company Expenses owing to such Person net of any applicable withholding Taxes. (f) If (and only if) the Agreed Stock Consideration Value equals €0, the Buyer shall deliver to the Seller and the Adjustment Escrow Agent, a copy of the Adjustment Escrow Agreement, duly executed by the Buyer. (gd) If The Buyer and the Sellers, as shareholders of the Company, shall cause the Company to: (and only ifi) immediately prior to Closing, hold a Universal Shareholders Meeting of the Agreed Stock Consideration Value equals €0Company approving, among others, the Seller shall deliver Transaction and whereby the Sellers and the Company renounce and waive any preemption rights in relation to the transfer of the Sale Shares to which they or the Company might be entitled by virtue of Law, the Company’s bylaws, the Shareholders Agreement and/or the Put and Call Agreement; (ii) hold a Board of Directors’ Meeting, approving, among others, the granting of special powers of attorney for the purposes of this Transaction; (iii) issue a certificate by the Secretary, with the approval of the Chairman, of the Board of Directors of the Company (with signatures duly notarized), in form and substance reasonably satisfactory to the Buyer a copy 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 Adjustment Escrow AgreementSale 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 have been duly complied with; and (iv) execute an amendment to the non-competition agreement, dated as of October 13, 2020, executed by and between the Seller Company and the Adjustment Escrow AgentEntravision. (h) Each of the Parties agrees that the Closing shall be effected by way of certain customary “notary” processes pursuant to the applicable Laws of the Netherlands, and each of the Parties shall cooperate with the other in good faith to identify and agree on a Dutch notary and the steps necessary to implement such processes as required pursuant to the Laws of the Netherlands to effectuate the Closing in accordance with the intentions of the Parties as set forth in the foregoing clauses of this Section 2.2.

Closing Actions. At (a) On the ClosingClosing Date, the following actions each Seller, as applicable, shall be taken by the Partiesdeliver to Buyer: (ai) The a xxxx of sale in the form of Exhibit A hereto (the “Xxxx of Sale”), duly executed by such Seller, transferring the Assets other than the Store Leases and the Assigned Subleases to Buyer; (ii) with respect to each Store Lease, an Assignment and Assumption of Lease substantially in the form of Exhibit C (each, an “Assignment and Assumption of Lease”), duly executed, and, if applicable, acknowledged by such Seller; (iii) with respect to each Assigned Sublease, an Assumption and Assignment Agreement substantially in the form of Exhibit B (each, an “Assignment and Assumption Agreement”) duly executed and, if applicable, acknowledged by such Seller; (iv) a certificate pursuant to Treasury Regulations Section 1.1445-2(b), in a form reasonably acceptable to Buyer, that such Seller is not a foreign person within the meaning of Section 1445 of the Internal Revenue Code of 1986, as amended, duly executed by such Seller; (v) a certificate of the secretary of such Seller certifying to (A) such entity’s certificate of formation and limited liability company agreement (or similar governing documents), (B) the adoption of resolutions of such entity approving the transactions contemplated hereby, and (C) the incumbency of the officers signing this Agreement and other Transaction Documents on behalf of such entity (together with their specimen signatures); (vi) the Sellers’ Closing Certificate; (vii) a statement (the “Closing Statement”) setting forth the Purchase Price, the Buyer shall pay Deposit, the calculation of the Adjustment Amount on a Store-by-Store basis (which amount may be a negative or a positive number) and other adjustments to the Seller Purchase Price as contemplated by wire transfer of immediately available funds to such bank account(s) designated in writing this Agreement, with reasonable supporting details, duly executed by the Seller Sellers; and (viii) such designation other documents, instruments or certificates as contemplated to be made at least three (3) Business Days prior to the Closing Date)delivered by Sellers, the Cash Consideration in respect of the Purchased Interestsor as shall be reasonably requested by Buyer and its counsel. (b) The On the Closing Date, Buyer shall issue the Agreed Shares, if any, to the Seller (or any of its wholly-owned Subsidiaries as designated by the Seller to the Buyer in writing) and shall deliver to the Seller (or any of its wholly-owned Subsidiaries as designated by the Seller to the Buyer in writing) evidence of such issuance in non-certificated book-entry form, in each case duly authorized and validly issued, fully paid and nonassessable, and delivered free and clear of any Encumbrances except those imposed under applicable securities Laws.Sellers: (c) The Buyer shall pay, on behalf of the applicable members of the Company Group, (i) the amounts as set forth in each Purchase Price, less the amount of the payoff letter(s) delivered pursuant to Section 7.21 (and, to the extent applicable, Section 7.15(d)(xi)) to such Persons as set forth in such payoff letter with respect to all Indebtedness to be repaid on the Closing Date and the appropriate amounts payable in respect of the Notes Redemption, including, for the avoidance of doubt (i) the Credit Facilities Payoff Amount to the applicable administrative agent (for such administrative agent’s own benefit and the benefit of the lenders (and other secured parties) under the Credit Facilities or other facilities, as applicable) in accordance with the applicable terms of the Credit Facilities, and (ii) the Existing Notes Redemption Amount to the trustee under the Existing Notes Indenture in accordance with the applicable terms of the Existing Notes Indenture. (d) If (and only if) the Agreed Stock Consideration Value equals €0, the Buyer shall deliver to the Adjustment Escrow AgentDeposit, by wire transfer of immediately available funds to such bank the account(s) designated specified in writing by Sellers; (ii) each Xxxx of Sale, each Assignment and Assumption Agreement and each Assignment and Assumption of Lease, each duly executed, and, if applicable, acknowledged by Buyer; and (iii) the Adjustment Escrow Agent Buyer’s Closing Certificate; and (such designation to be made at least three (3iv) Business Days prior to the Closing Date)Statement, the Adjustment Escrow Amount for deposit in the Adjustment Escrow Account, to be held duly executed by the Adjustment Escrow Agent in the Adjustment Escrow Account and distributed by the Adjustment Escrow Agent in accordance with the terms of the Adjustment Escrow Agreement and the applicable provisions of this AgreementBuyer. (ec) The At the Closing, Buyer and Sellers shall pay, on behalf of deliver to Escrow Holder joint written instructions instructing the applicable members of Escrow Holder to deliver the Company Group, Buyer Deposit to Sellers by wire transfer of immediately available funds to such bank account(s) an account designated in writing by each Person to whom any portion of the Company Expenses is owed (such designation to be made at least three (3) Business Days prior to the Closing Date), an amount in cash equal to the portion of the Company Expenses owing to such Person; provided, however, that the Company shall use reasonable best efforts to deliver or cause to be delivered to the Buyer at least three (3) Business Days prior to the Closing final invoices, wire instructions and all other information necessary for payment at Closing with respect to such Company Expenses payable at the Closing (to the extent applicable), provided, that if any final invoice, wire instructions or other information necessary for payment with respect to such Company Expenses is delivered to the Buyer after the date that is three (3) Business Days prior to the Closing, then the Buyer will be permitted to pay an amount in cash equal to the portion of the Company Expenses owing to such Person within three (3) Business Days following the receipt of such final invoice, wire instructions or other information necessary for payment with respect to such Company Expenses. To the extent any Company Expenses related to any retention awards set forth on Section 5.15(g) of the Disclosure Letter are not payable until after the Closing, on the date of the next regularly scheduled payroll following when any such Company Expenses become due and payable, the Buyer shall pay, on behalf of the Company, through payroll of the applicable Company Group member to each Person to whom any portion of the Company Expenses is owed (or by the Company on any such Person’s behalf) (in each case, subject to the last sentence of Section 2.6 (regarding “wages”)), an amount in cash equal to the portion of the Company Expenses owing to such Person net of any applicable withholding TaxesSellers. (f) If (and only if) the Agreed Stock Consideration Value equals €0, the Buyer shall deliver to the Seller and the Adjustment Escrow Agent, a copy of the Adjustment Escrow Agreement, duly executed by the Buyer. (g) If (and only if) the Agreed Stock Consideration Value equals €0, the Seller shall deliver to the Buyer a copy of the Adjustment Escrow Agreement, duly executed by the Seller and the Adjustment Escrow Agent. (h) Each of the Parties agrees that the Closing shall be effected by way of certain customary “notary” processes pursuant to the applicable Laws of the Netherlands, and each of the Parties shall cooperate with the other in good faith to identify and agree on a Dutch notary and the steps necessary to implement such processes as required pursuant to the Laws of the Netherlands to effectuate the Closing in accordance with the intentions of the Parties as set forth in the foregoing clauses of this Section 2.2.

Closing Actions. At The Parties acknowledge and agree that it is a requirement for the Closingsale and purchase of the EVC Shares to be completed that all the below actions to be carried out on the Closing Date pursuant to this Clause 3.2, and all documents to be executed or delivered hereunder, are effectively completed and executed or delivered simultaneously (en unidad de acto) on the following actions shall be taken by the Partiesdate hereof: (a) 3.2.1 The Buyer Parties shall pay grant before the Notary a public deed pursuant to the Seller by wire transfer of immediately available funds to such bank account(s) designated in writing by the Seller (such designation to be made at least three (3) Business Days prior to the Closing Date), the Cash Consideration in respect of the Purchased Interests. (b) The Buyer shall issue the Agreed Shares, if any, to the Seller (or any of its wholly-owned Subsidiaries as designated by the Seller to the Buyer in writing) and shall deliver to the Seller (or any of its wholly-owned Subsidiaries as designated by the Seller to the Buyer in writing) evidence of such issuance in non-certificated book-entry form, in each case duly authorized and validly issued, fully paid and nonassessable, and delivered free and clear of any Encumbrances except those imposed under applicable securities Laws. (c) The Buyer shall pay, on behalf of the applicable members of the Company Group, which (i) the amounts as set forth in each Parties formalize (elevación a público) this Agreement into public deed, (ii) the Seller, acknowledges satisfaction of the payoff letter(sFirst Tranche Buy-out Amount provided that the First Tranche Buy-out Amount is paid up on the Closing Date, (iii) delivered pursuant the Seller transfers ownership and deliver the EVC Shares to Section 7.21 the Buyers and the Buyers, in turn, acquire and receive the EVC Shares; and (andiv) the Company grants in favour of Entravision the First Demand Guarantee (as defined below) to guarantee payment of the Deferred Buy-out Amount (the “Public Deed”); 3.2.2 The Parties shall sign and deliver, or cause to be delivered, to the extent other Parties, as applicable, Section 7.15(d)(xi)the following items: (i) to such Persons as set forth in such payoff letter original public deed titles of ownership with respect to all Indebtedness the EVC Shares to be repaid on record in said titles the Closing Date transfer of the EVC Shares to the Buyer; (ii) powers of attorney sufficient for the execution of this Agreement and the appropriate amounts payable in respect termination of the Notes RedemptionTransaction Agreements; (iii) a certificate issued by the secretary with the approval of the chairman of the Company (with their signatures duly notarized), includingcertifying with reference to the Company’s Registry Book of Shareholders (Libro Registro de Socios) (A) the ownership of the EVC Shares, (B) that the EVC Shares are free from any Liens, and (C) that all requirements for the avoidance transfer of doubt the EVC Shares to the Buyers set forth by Law, the Company’s bylaws and any relevant agreement have been duly complied with; (iv) the transfer of the EVC Shares shall be recorded in the Company’s Registry Book of Shareholders; (v) a General Shareholders’ meeting in the Company shall be held with universal nature adopting, the following resolutions: (i) resignation of the Credit Facilities Payoff Amount to current Board members of the applicable administrative agent Company, (ii) appointment of new management body; (vi) delivery by the Seller of resignation letters duly signed by the members of the Board of Directors and secretary of the Company; (vii) delivery by the Buyers of discharge letters for such administrative agent’s own benefit and the benefit of the lenders (and other secured partiesdirector(s) under undertaking, in the Credit Facilities absence of fraud or other facilitiesgross negligence, not to bring any direct action against them for any past action in their condition as applicable) director in accordance with relation to the applicable terms management of the Credit Facilities, and Company; and (iiviii) the Existing Notes Redemption Amount to Parties shall terminate the trustee under Transaction Documents and the Existing Notes Indenture in accordance with the applicable terms cancellation of the Existing Notes Indenture. (d) If (and only if) Option rights over the Agreed Stock Consideration Value equals €0, the Buyer shall deliver to the Adjustment Escrow Agent, by wire transfer of immediately available funds to such bank account(s) designated in writing by the Adjustment Escrow Agent (such designation to be made at least three (3) Business Days prior to the Closing Date), the Adjustment Escrow Amount for deposit in the Adjustment Escrow Account, to be held by the Adjustment Escrow Agent in the Adjustment Escrow Account and distributed by the Adjustment Escrow Agent in accordance with the terms of the Adjustment Escrow Agreement and the applicable provisions of this Agreement. (e) The Buyer shall pay, on behalf of the applicable members shares of the Company Group, by wire transfer of immediately available funds to such bank account(s) designated shall be recorded in writing by each Person to whom any portion of the Company Expenses is owed (such designation to be made at least three (3) Business Days prior to the Closing Date), an amount in cash equal to the portion of the Company Expenses owing to such Person; provided, however, that the Company shall use reasonable best efforts to deliver or cause to be delivered to the Buyer at least three (3) Business Days prior to the Closing final invoices, wire instructions and all other information necessary for payment at Closing with respect to such Company Expenses payable at the Closing (to the extent applicable), provided, that if any final invoice, wire instructions or other information necessary for payment with respect to such Company Expenses is delivered to the Buyer after the date that is three (3) Business Days prior to the Closing, then the Buyer will be permitted to pay an amount in cash equal to the portion of the Company Expenses owing to such Person within three (3) Business Days following the receipt of such final invoice, wire instructions or other information necessary for payment with respect to such Company Expenses. To the extent any Company Expenses related to any retention awards set forth on Section 5.15(g) of the Disclosure Letter are not payable until after the Closing, on the date of the next regularly scheduled payroll following when any such Company Expenses become due and payable, the Buyer shall pay, on behalf of the Company, through payroll ’s Registry Book of the applicable Company Group member to each Person to whom any portion of the Company Expenses is owed (or by the Company on any such Person’s behalf) (in each case, subject to the last sentence of Section 2.6 (regarding “wages”)), an amount in cash equal to the portion of the Company Expenses owing to such Person net of any applicable withholding TaxesShareholders. (f) If (and only if) the Agreed Stock Consideration Value equals €0, the Buyer shall deliver to the Seller and the Adjustment Escrow Agent, a copy of the Adjustment Escrow Agreement, duly executed by the Buyer. (g) If (and only if) the Agreed Stock Consideration Value equals €0, the Seller shall deliver to the Buyer a copy of the Adjustment Escrow Agreement, duly executed by the Seller and the Adjustment Escrow Agent. (h) Each of the Parties agrees that the Closing shall be effected by way of certain customary “notary” processes pursuant to the applicable Laws of the Netherlands, and each of the Parties shall cooperate with the other in good faith to identify and agree on a Dutch notary and the steps necessary to implement such processes as required pursuant to the Laws of the Netherlands to effectuate the Closing in accordance with the intentions of the Parties as set forth in the foregoing clauses of this Section 2.2.

Closing Actions. At the Closing, the following actions shall be taken by the Parties:, (a) The Buyer the Purchaser and Seller shall execute, substantially in the form shown in Schedule 3.6, the Transfer Agreement and such other deeds, certificates, instruments necessary to convey, assign or transfer the Assets and the Assumed Liabilities in accordance with applicable Legal Requirements; (b) the Purchaser shall pay to the Seller by irrevocable wire transfer the Provisional Purchase Price set forth in Article 3.3; (c) the Seller shall have caused the members of immediately available funds the management boards of ABEX Rail S.A. (“conseil d’administration”) and of Rütgers Rail GmbH (“Geschäftsführung”) as nominated by Purchaser five Business Days before Closing to such bank account(s) designated resign and Seller shall cause the minority shareholders of Abex Rail S.A. to transfer the shares held by them to the persons notified by Purchaser in writing by the Seller (such designation to be made at least three (3) five Business Days prior to the Closing Date), the Cash Consideration in respect of the Purchased Interests. (b) The Buyer shall issue the Agreed Shares, if any, to the Seller (or any of its wholly-owned Subsidiaries as designated by the Seller to the Buyer in writing) and shall deliver to the Seller (or any of its wholly-owned Subsidiaries as designated by the Seller to the Buyer in writing) evidence of such issuance in non-certificated book-entry form, in each case duly authorized and validly issued, fully paid and nonassessable, and delivered free and clear of any Encumbrances except those imposed under applicable securities Laws. (c) The Buyer shall pay, on behalf of the applicable members of the Company Group, (i) the amounts as set forth in each of the payoff letter(s) delivered pursuant to Section 7.21 (and, to the extent applicable, Section 7.15(d)(xi)) to such Persons as set forth in such payoff letter with respect to all Indebtedness to be repaid on the Closing Date and the appropriate amounts payable in respect of the Notes Redemption, including, for the avoidance of doubt (i) the Credit Facilities Payoff Amount to the applicable administrative agent (for such administrative agent’s own benefit and the benefit of the lenders (and other secured parties) under the Credit Facilities or other facilities, as applicable) in accordance with the applicable terms of the Credit Facilities, and (ii) the Existing Notes Redemption Amount to the trustee under the Existing Notes Indenture in accordance with the applicable terms of the Existing Notes Indenture.Seller; (d) If (and only if) the Agreed Stock Consideration Value equals €0, Seller shall hold on Purchaser’s timely request a shareholders’ meeting at ABEX Rail S.A. in order to change the Buyer shall deliver to the Adjustment Escrow Agent, by wire transfer of immediately available funds to such bank account(s) designated in writing by the Adjustment Escrow Agent (such designation to be made at least three (3) Business Days prior to the Closing Date), the Adjustment Escrow Amount for deposit in the Adjustment Escrow Account, to be held by the Adjustment Escrow Agent in the Adjustment Escrow Account and distributed by the Adjustment Escrow Agent in accordance with the terms of the Adjustment Escrow Agreement and the applicable provisions of this Agreementcompany name. (e) The Buyer the Seller shall pay, on behalf hold a shareholders’ meeting at Rütgers Rail GmbH in order to change the company name in such a way that it shall no longer contain the word “Rütgers”. (f) the Seller shall deliver a certificate that (i) Seller’s representations and warranties in this Agreement shall have been accurate in all material respects as of the applicable members time of the Company GroupClosing as if then made, by wire transfer of immediately available funds to such bank account(s(ii) designated in writing by each Person to whom any portion of the Company Expenses is owed (such designation to be made at least three (3) Business Days prior to the Closing Date), an amount in cash equal to the portion of the Company Expenses owing to such Person; provided, however, covenants and obligations that the Company shall use reasonable best efforts Seller is required to deliver perform or cause to be delivered comply with pursuant to the Buyer this Agreement at least three (3) Business Days prior to the Closing final invoices, wire instructions and all other information necessary for payment at Closing with respect to such Company Expenses payable at the Closing (to the extent applicable), provided, that if any final invoice, wire instructions or other information necessary for payment with respect to such Company Expenses is delivered to the Buyer after the date that is three (3) Business Days prior to the Closing, then the Buyer will be permitted to pay an amount shall have been duly performed and complied with in cash equal to the portion of the Company Expenses owing to such Person within three all material respects, and (3iii) Business Days following the receipt of such final invoice, wire instructions each consent required under Section 5.5 remained in effect and has not been withdrawn or other information necessary for payment with respect to such Company Expenses. To the extent any Company Expenses related to any retention awards set forth on Section 5.15(g) of the Disclosure Letter are not payable until after the Closing, on the otherwise terminated since date of the next regularly scheduled payroll following when any such Company Expenses become due and payable, the Buyer shall pay, on behalf of the Company, through payroll of the applicable Company Group member to each Person to whom any portion of the Company Expenses is owed (or by the Company on any such Person’s behalf) (in each case, subject to the last sentence of Section 2.6 (regarding “wages”)), an amount in cash equal to the portion of the Company Expenses owing to such Person net of any applicable withholding TaxesPre-Closing. (f) If (and only if) the Agreed Stock Consideration Value equals €0, the Buyer shall deliver to the Seller and the Adjustment Escrow Agent, a copy of the Adjustment Escrow Agreement, duly executed by the Buyer. (g) If (and only if) the Agreed Stock Consideration Value equals €0, the Seller shall deliver to the Buyer a copy of the Adjustment Escrow Agreement, duly executed by the Seller and the Adjustment Escrow Agent. (h) Each of the Parties agrees that the Closing shall be effected by way of certain customary “notary” processes pursuant to the applicable Laws of the Netherlands, and each of the Parties shall cooperate with the other in good faith to identify and agree on a Dutch notary and the steps necessary to implement such processes as required pursuant to the Laws of the Netherlands to effectuate the Closing in accordance with the intentions of the Parties as set forth in the foregoing clauses of this Section 2.2.

Closing Actions. (a) At the Closing, the following actions shall be taken by the PartiesBuyer shall: (ai) The Buyer shall pay pay, or cause to be paid, to the Blocker Seller by wire transfer of immediately available funds to such one or more bank account(s) accounts designated in writing by the Seller Representative (such designation account(s) to be made designated at least two (2) Business Days prior to the Closing) a cash amount equal to the Base Blocker Seller Consideration; (ii) pay, or cause to be paid, by wire transfer of immediately available funds to the Paying Agent, for the benefit of the Merger Participants (for the avoidance of doubt, excluding the Rollover Sellers with respect to their Rollover Units), a cash amount equal to the Merger Participant Closing Date Consideration; (iii) pay, or cause to be paid, to the Escrow Agent, the Adjustment Escrow Amount, to be deposited by the Escrow Agent into an escrow account designated by the Escrow Agent, to be held and distributed in accordance with the terms of this Agreement and the Escrow Agreement; (iv) deposit, or cause to be deposited, by wire transfer of immediately available funds to one or more bank accounts designated in writing by the Seller Representative, the Seller Representative Expense Fund with the Seller Representative; and (v) pay, or cause to be paid, to the Company by wire transfer of immediately available funds to one or more bank accounts designated in writing by the Company (such account(s) to be designated at least two (2) Business Days prior to the Closing) a cash amount equal to (A) the aggregate amounts to be paid under the Phantom Equity Plan in connection with the payment of the Aggregate Closing Date Consideration Estimate as determined in accordance with the Distribution Waterfall, for payments under the Phantom Equity Plan pursuant to Section 2.13 minus (B) any available cash of the Company that will be utilized to make such payments under the Phantom Equity Plan. (b) At the Closing, Buyer and the Seller Representative shall deliver joint written instructions in accordance with the Paying Agent Agreement to the Paying Agent to, promptly following receipt of the amounts set forth in Section 2.7(a)(ii), pay to each Merger Participant who shall have delivered to the Company not less than three (3) Business Days prior to the Closing DateDate a completed Letter of Transmittal (as defined below), the Cash Consideration cash in respect of the Purchased Interests. (b) The Buyer shall issue the Agreed Shares, if any, to the Seller (or any of its wholly-owned Subsidiaries as designated by the Seller to the Buyer in writing) and shall deliver to the Seller (or any of its wholly-owned Subsidiaries as designated by the Seller to the Buyer in writing) evidence of such issuance in non-certificated book-entry form, in each case duly authorized and validly issued, fully paid and nonassessable, and delivered free and clear of any Encumbrances except those imposed under applicable securities Laws. (c) The Buyer shall pay, on behalf of the applicable members of the Company Group, (i) the amounts as an amount set forth in each of the payoff letter(s) delivered pursuant to Section 7.21 (and, to the extent applicable, Section 7.15(d)(xi)) to such Persons as set forth in such payoff letter with respect to all Indebtedness to be repaid on the Closing Date and the appropriate amounts payable in respect of the Notes Redemption, including, for the avoidance of doubt (i) the Credit Facilities Payoff Amount to the applicable administrative agent (for such administrative agent’s own benefit and Merger Participant in the benefit of the lenders Distribution Waterfall Schedule (and other secured parties) under the Credit Facilities or other facilitieswithout interest), as applicable) in accordance with the applicable terms of the Credit Facilities, and (ii) the Existing Notes Redemption Amount to the trustee under the Existing Notes Indenture in accordance with the applicable terms of the Existing Notes Indenture. (d) If (and only if) the Agreed Stock Consideration Value equals €0, the Buyer which such amounts shall deliver to the Adjustment Escrow Agent, be payable by wire transfer of immediately available funds on the Closing Date (or reasonably promptly after the Closing Date for any payments made by check) to such bank account(s) the account or address designated in writing by such Merger Participant’s Letter of Transmittal. (c) Immediately following the Adjustment Escrow Agent (such designation to be made at least three (3) Business Days prior to consummation of the Closing Date), the Adjustment Escrow Amount for deposit in the Adjustment Escrow Account, to be held by the Adjustment Escrow Agent in the Adjustment Escrow Account and distributed by the Adjustment Escrow Agent Mergers in accordance with the terms of the Adjustment Escrow Agreement Sections 2.1(a) and the applicable provisions of this Agreement. (e) The 2.1(b), Buyer shall pay, or cause to be paid, on behalf of the applicable members Company (or its designees) (i) the Loan Agreement Payoff Amount and (ii) subject to Section 2.15 and excluding any amounts paid pursuant to Section 2.7(a)(v), to the Persons entitled to payment in respect of the Company Group, by wire transfer of immediately available funds to such bank account(sSeller Expenses as specified in the Preliminary Closing Statement (as defined below) designated in writing by each Person to whom any portion of the Company Expenses is owed (such designation to be made at least three (3) Business Days prior to the Closing Date), an amount in cash equal to the portion of the Company Expenses owing to such Person; provided, however, that and the Company shall use reasonable best efforts to deliver have delivered or cause caused to be delivered to the Buyer at least three (3) Business Days prior to the Closing final invoices, wire instructions and all other information necessary for payment at Closing with respect to such Company Expenses payable at the Closing (to the extent applicableall Seller Expenses), provided, that if any final invoice, wire instructions or other information necessary for payment with respect to such Company Expenses is delivered to the Buyer after the date that is three (3) Business Days prior to the Closing, then the Buyer will be permitted to pay an amount in cash equal to the portion of the Company Expenses owing to such Person within three (3) Business Days following the receipt of such final invoice, wire instructions or other information necessary for payment with respect to such Company Expenses. To the extent any Company Expenses related to any retention awards set forth on Section 5.15(g) of the Disclosure Letter are not payable until after the Closing, on the date of the next regularly scheduled payroll following when any such Company Expenses become due and payable, the Buyer shall pay, on behalf of the Company, through payroll of the applicable Company Group member to each Person to whom any portion of the Company Expenses is owed (or by the Company on any such Person’s behalf) (in each case, subject to the last sentence of Section 2.6 (regarding “wages”)), an amount in cash equal to the portion of the Company Expenses owing to such Person net of any applicable withholding Taxes. (f) If (and only if) the Agreed Stock Consideration Value equals €0, the Buyer shall deliver to the Seller and the Adjustment Escrow Agent, a copy of the Adjustment Escrow Agreement, duly executed by the Buyer. (g) If (and only if) the Agreed Stock Consideration Value equals €0, the Seller shall deliver to the Buyer a copy of the Adjustment Escrow Agreement, duly executed by the Seller and the Adjustment Escrow Agent. (h) Each of the Parties agrees that the Closing shall be effected by way of certain customary “notary” processes pursuant to the applicable Laws of the Netherlands, and each of the Parties shall cooperate with the other in good faith to identify and agree on a Dutch notary and the steps necessary to implement such processes as required pursuant to the Laws of the Netherlands to effectuate the Closing in accordance with the intentions of the Parties as set forth in the foregoing clauses of this Section 2.2.

Closing Actions. At Closing the Closing, Sellers and the Purchaser shall simultaneously (Zug-um-Zug) take the following actions shall be taken by the Parties:(“Closing Actions”): (a) The Buyer the Sellers shall pay deliver the Bring Down of Disclosures to the Seller by wire transfer of immediately available funds to such bank account(s) designated in writing by the Seller (such designation to be made at least three (3) Business Days prior to the Closing Date), the Cash Consideration in respect of the Purchased Interests.Purchaser; (b) The Buyer the Sellers shall confirm that no Material Adverse Change has occurred by providing the Purchaser with a written confirmation issued by the management of the Company; (c) the Purchaser shall pay: (i) the Loan Notes Redemption Amount to Meridian's bank account specified in the Loan Notes Release Letter; (ii) the Stock Option Settlement Payment to the Company; (iii) the Redemption Loan amount including any interest to Tennor; (d) the Purchaser shall pay the Cash Consideration (if any) to the Target Account; (e) the Purchaser’s Parent shall issue the Agreed SharesClosing Share Consideration, if any, to the Seller (or any of its wholly-owned Subsidiaries as designated by the Seller to the Buyer in writing) and shall deliver to the Seller (or any of its wholly-owned Subsidiaries as designated by the Seller to the Buyer in writing) evidence of such issuance in non-certificated book-entry form, to the Sellers; such shares shall be allocated in each case duly authorized and validly issued, fully paid and nonassessable, and delivered free and clear of any Encumbrances except those imposed under applicable securities Laws. (c) The Buyer shall pay, on behalf of the applicable members of the Company Group, (i) the such amounts as set forth in specified by the Sellers to respective accounts established by each of the payoff letter(s) delivered pursuant to Section 7.21 (andSellers with American Stock Transfer & Trust Company, to LLC, the extent applicable, Section 7.15(d)(xi)) to such Persons as set forth in such payoff letter with respect to all Indebtedness to be repaid on the Closing Date transfer agent and the appropriate amounts payable in respect of the Notes Redemption, including, registrar for the avoidance of doubt (i) the Credit Facilities Payoff Amount to the applicable administrative agent (for Purchaser’s Parents Common Stock or such administrative agent’s own benefit and the benefit of the lenders (and other secured parties) under the Credit Facilities or other facilities, accounts as applicable) in accordance with the applicable terms of the Credit Facilities, and (ii) the Existing Notes Redemption Amount to the trustee under the Existing Notes Indenture in accordance with the applicable terms of the Existing Notes Indenture. (d) If (and only if) the Agreed Stock Consideration Value equals €0, the Buyer shall deliver to the Adjustment Escrow Agent, by wire transfer of immediately available funds to such bank account(s) designated in writing stated by the Adjustment Escrow Agent (such designation Sellers to be made Purchaser at least three (3) five Business Days prior to the Closing Date), the Adjustment Escrow Amount for deposit in the Adjustment Escrow Account, to be held by the Adjustment Escrow Agent in the Adjustment Escrow Account and distributed by the Adjustment Escrow Agent in accordance with the terms of the Adjustment Escrow Agreement and the applicable provisions of this Agreement. (e) The Buyer shall pay, on behalf of the applicable members of the Company Group, by wire transfer of immediately available funds to such bank account(s) designated in writing by each Person to whom any portion of the Company Expenses is owed (such designation to be made at least three (3) Business Days prior to the Closing Date), an amount in cash equal to the portion of the Company Expenses owing to such Person; provided, however, that the Company shall use reasonable best efforts to deliver or cause to be delivered to the Buyer at least three (3) Business Days prior to the Closing final invoices, wire instructions and all other information necessary for payment at Closing with respect to such Company Expenses payable at the Closing (to the extent applicable), provided, that if any final invoice, wire instructions or other information necessary for payment with respect to such Company Expenses is delivered to the Buyer after the date that is three (3) Business Days prior to the Closing, then the Buyer will be permitted to pay an amount in cash equal to the portion of the Company Expenses owing to such Person within three (3) Business Days following the receipt of such final invoice, wire instructions or other information necessary for payment with respect to such Company Expenses. To the extent any Company Expenses related to any retention awards set forth on Section 5.15(g) of the Disclosure Letter are not payable until after the Closing, on the date of the next regularly scheduled payroll following when any such Company Expenses become due and payable, the Buyer shall pay, on behalf of the Company, through payroll of the applicable Company Group member to each Person to whom any portion of the Company Expenses is owed (or by the Company on any such Person’s behalf) (in each case, subject to the last sentence of Section 2.6 (regarding “wages”)), an amount in cash equal to the portion of the Company Expenses owing to such Person net of any applicable withholding Taxes.; (f) If the Purchaser’s Parent shall initiate the Shelf Registration Statement (as defined in and only if) the Agreed Stock Consideration Value equals €0, the Buyer shall deliver to the Seller and the Adjustment Escrow Agent, a copy of the Adjustment Escrow Agreement, duly executed by the Buyer.provided for in Sec. 16.3); (g) If the Purchaser’s Parent shall instruct its depositary bank to make an order to Clearstream for a “payment and delivery transaction in securities” (within the meaning of sec. B XX (2) in conjunction with sec. A I of the General Terms and only ifConditions of Clearstream dated 3 February 2017 – the “GTC”),) the Agreed Stock Consideration Value equals €0, the Seller shall deliver by means of which an amount equal to the Buyer a copy Closing Share Consideration is debited to the RTGS Account (within the meaning of sec. A I of the Adjustment Escrow AgreementGTC) of the depositary bank of the Purchaser’s Parent and credited to the RTGS Account of Tennor's depositary bank, duly executed by concurrently with (Zug um Zug) an amount equal to the Seller Sold Shares being debited to the securities account of Tennor's depositary bank at Clearstream and credited to the Adjustment Escrow Agent.securities account of the Purchaser's depositary bank at Clearstream; and (h) Each Seller shall instruct their depositary bank to make an order to Clearstream for a “payment and delivery transaction in securities” (within the meaning of sec. B XX (2) in conjunction with sec. A I of the GTC), by means of which an amount equal to the Sold Shares is debited to the securities account of such Seller’s depositary bank at Clearstream and credited to the securities account of the Purchaser's depositary bank at Clearstream, concurrently with (Zug um Zug) an amount equal to the Closing Share Consideration being debited to the RTGS Account (within the meaning of sec. A I of the GTC) of the Purchaser's depositary bank and credited to the RTGS Account of Tennor's depositary bank; (i) the Sellers shall provide irrevocable undertakings, if any, obtained from Minority Shareholders to the Purchaser. The Parties agrees are entitled to waive (in whole or in part) any of the Closing Actions (other than the obligations to make payments) jointly at any time prior to the occurrence of Closing by written agreement. The waiver shall have the effect of eliminating the requirement that the relevant Closing Action is performed on the Closing Date shall be effected by way of certain customary “notary” processes pursuant to the applicable Laws not limit or prejudice any rights or claims or remedies of the Netherlands, and each of the Parties shall cooperate with the other in good faith to identify and agree on a Dutch notary and the steps necessary to implement such processes as required pursuant to the Laws of the Netherlands to effectuate the Closing in accordance with the intentions of the Parties as set forth in the foregoing clauses of Purchaser under this Section 2.2Agreement.

Closing Actions. At The Parties acknowledge and agree that it is a requirement for the Closing, sale and purchase of the following actions shall be taken by the Parties: (a) The Buyer shall pay to the Seller by wire transfer of immediately available funds to such bank account(s) designated in writing by the Seller (such designation Shares to be made at least three (3) Business Days prior to the Closing Date), the Cash Consideration in respect completed that all of the Purchased Interestsbelow actions to be carried out at Closing. (bi) The Buyer Parties shall issue grant before the Agreed Shares, if any, to Notary a public deed (escritura cero) regulating among other things the Seller (or any effectiveness of its wholly-owned Subsidiaries as designated by the Seller to Transaction based on receipt of the Buyer in writing) and shall deliver to the Seller (or any of its wholly-owned Subsidiaries as designated by the Seller to the Buyer in writing) evidence of such issuance in non-certificated book-entry form, in each case duly authorized and validly issued, fully paid and nonassessable, and delivered free and clear of any Encumbrances except those imposed under applicable securities Laws.Purchase Price; (cii) The Buyer Parties shall pay, on behalf of grant before the applicable members of the Company Group, Notary a public deed pursuant to which (i) the amounts as Parties formalize (elevación a público) this Agreement into public deed, (ii) Seller acknowledges receipt the Purchase Price, and (iii) Seller transfers ownership and delivers the Redmas Ventures Shares to Buyer and Buyer, in turn, acquires and receives the Redmas Ventures Shares from Seller (the “Public Deed”); (iii) Seller shall sign and deliver, or cause to be delivered, to Buyer the following items with respect to the Redmas Ventures Shares: (A) original public deed titles of ownership of Seller with respect to the Redmas Ventures Shares for the Notary to record in said titles the transfer of the Redmas Ventures Shares to Buyer; (B) powers of attorney sufficient for the execution of this Agreement and any other Ancillary Agreement; (C) a certificate of one of the Joint and Several Directors of Redmas Ventures (with his signature duly notarized), in form and substance reasonably satisfactory to Buyer and for its inclusion in the Public Deed, certifying with reference to Redmas Ventures Registry Book of Shareholders (Libro Registro de Socios) (A) the ownership of the Redmas Ventures Shares, (B) that the Redmas Ventures Shares are free from any Liens, and (C) that all requirements for the transfer of the Redmas Ventures Shares to Buyer set forth in each by Law, the Company’s bylaws and any relevant agreement have been duly complied with; and (D) the transfer of the payoff letter(sRedmas Ventures Shares shall be recorded in Redmas Ventures Registry Book of Shareholders. (E) delivered Buyer shall provide Seller at the Closing with evidence of approval by Xxxxx of the purchase of Redmas Ventures Shares pursuant to Spanish Companies Law. (F) Prior to Closing, Seller shall execute all necessary agreements, documents deeds and ancillary documents required from a Spanish law perspective in order for Buyer to assign the rights and obligations to purchase the Redmas Shares to Httpool Holdings UK Ltd., or other applicable Affiliate, as the Buyer shall indicate and pursuant to Section 7.21 (and, to the extent applicable, Section 7.15(d)(xi)) to such Persons as set forth in such payoff letter with respect to all Indebtedness to be repaid on the Closing Date and the appropriate amounts payable in respect of the Notes Redemption, including, for the avoidance of doubt (i) the Credit Facilities Payoff Amount to the applicable administrative agent (for such administrative agent’s own benefit and the benefit of the lenders (and other secured parties) under the Credit Facilities or other facilities, as applicable) in accordance with the applicable terms of the Credit Facilities, and (ii) the Existing Notes Redemption Amount to the trustee under the Existing Notes Indenture in accordance with the applicable terms of the Existing Notes Indenture. (d) If (and only if) the Agreed Stock Consideration Value equals €0, the Buyer shall deliver to the Adjustment Escrow Agent, by wire transfer of immediately available funds to such bank account(s) designated in writing by the Adjustment Escrow Agent (such designation to be made at least three (3) Business Days prior to the Closing Date), the Adjustment Escrow Amount for deposit in the Adjustment Escrow Account, to be held by the Adjustment Escrow Agent in the Adjustment Escrow Account and distributed by the Adjustment Escrow Agent in accordance with the terms of the Adjustment Escrow Agreement and the applicable provisions ‎9.3 of this Agreement. (eiv) The Buyer Seller shall paysign and deliver, on behalf of the applicable members of the Company Group, by wire transfer of immediately available funds to such bank account(s) designated in writing by each Person to whom any portion of the Company Expenses is owed (such designation to be made at least three (3) Business Days prior to the Closing Date), an amount in cash equal to the portion of the Company Expenses owing to such Person; provided, however, that the Company shall use reasonable best efforts to deliver or cause to be delivered delivered, to Buyer the Buyer at least three (3) Business Days prior to the Closing final invoices, wire instructions and all other information necessary for payment at Closing following items with respect to such Company Expenses payable at the Closing MediaDonuts Shares: (to A) a copy of: (I) the extent applicable), provided, that existing share certificates in respect of the MediaDonuts Shares or if any final invoice, wire instructions or other information necessary for payment with respect to such Company Expenses is delivered to the Buyer after the date that is three (3) Business Days prior to the Closing, then the Buyer will be permitted to pay an amount in cash equal to the portion of the Company Expenses owing to such Person within three (3) Business Days following the receipt of such final invoiceshare certificates have been lost, wire instructions stolen or other information necessary for payment with destroyed, a duly executed indemnity in respect to such Company Expenses. To the extent any Company Expenses related to any retention awards set forth on Section 5.15(g) of the Disclosure Letter are not payable until after the Closing, on the date of the next regularly scheduled payroll following when any such Company Expenses become due and payable, the Buyer shall pay, on behalf of the Company, through payroll of the applicable Company Group member to each Person to whom any portion share certificates, (II) the share transfer form in respect of the Company Expenses is owed MediaDonuts Shares duly executed by Seller in favor of Buyer; and (or by the Company on any such Person’s behalfB) (in each case, subject to the last sentence of Section 2.6 (regarding “wages”)), an amount in cash equal to the portion a copy of the Company Expenses owing duly signed board resolution of MediaDonuts approving (A) the transfer of the MediaDonuts Shares and the entry of Buyer into the electronic register of members of MediaDonuts; (B) the issuance of the new share certificate in the name of Buyer in respect of the MediaDonuts Shares; (C) the resignations referred to in Section ‎3.2‎(a)(i)(A); and (D) such Person net of any applicable withholding Taxesother business as Buyer shall reasonably require. (fv) If (and only if) On the Agreed Stock Consideration Value equals €0Closing Date, the Buyer shall deliver to Seller the Purchase Price in accordance with the provisions of Section 2 hereof and pay or procure the payment to IRAS for stamp duty in connection with the transfer of the MediaDonuts Shares from Seller to Buyer. (vi) Buyer shall coordinate with the corporate secretarial agent of MediaDonuts to make the relevant filings with ACRA to evidence the removal of the Seller Appointees from the board of MediaDonuts and the Adjustment Escrow Agent, a copy transfer of the Adjustment Escrow MediaDonuts Shares from Seller to Buyer and deliver to Seller: (A) the updated electronic register of members of MediaDonuts reflecting Buyer as holder of the MediaDonuts Shares; and (B) the updated electronic register of directors of MediaDonuts evidencing the removal of the Seller Appointees from the board of MediaDonuts. (vii) On the Closing Date, Buyer shall deliver to Seller a Release and Termination Agreement (the “MediaDonuts Release”) with respect to the MediaDonuts Earn-out Agreement, in the form attached hereto as Exhibit D, duly executed by each of the MediaDonuts Founders and Xxx Xxxxxx Xxxxx in his capacity as the Seller Representative under the MediaDonuts Earn-out Agreement. (viii) On the Closing Date, Seller shall deliver stock transfer agreements with respect to all shares held by Seller in each of (A) Entravision S.A., a company organized in Paraguay, (B) Entravision Bolvia, S.R.L, a company organized in Bolivia, (C) Entravision Guatemala Digital S.A., a company organized in Guatemala, (D) Entravision El Salvador, S.A. de C.V., a company organized in El Salvador and (E) Inversiones El Cisne, S.R.L., a company organized in The Dominican Republic, in favor of Buyer or an Affiliate of Buyer designated by Buyer. (gix) If On the Closing Date, each of Buyer and Seller shall execute and deliver to the other Party an IT Transition Services Agreement in substantially the form attached hereto as Exhibit E. (and only ifx) On the Agreed Stock Consideration Value equals €0Closing Date, the Seller shall deliver to the Buyer a copy electronic copies of the Adjustment Escrow Agreement, duly executed by the Seller and the Adjustment Escrow Agent. (h) Each minutes books of the Parties agrees that the Closing shall be effected by way of certain customary “notary” processes pursuant to the applicable Laws of the Netherlands, and each of the Parties shall cooperate with the other Acquired Companies then in good faith to identify and agree on a Dutch notary and the steps necessary to implement such processes as required pursuant to the Laws of the Netherlands to effectuate the Closing in accordance with the intentions of the Parties as set forth in the foregoing clauses of this Section 2.2Seller’s possession.

Closing Actions. At The Company and Diblo shall consummate the ClosingMerger (together with, if applicable, the following DIFA Merger) pursuant to the Merger Resolutions by taking the actions described in clauses (a) through (c) below, it being understood and agreed that, with respect to clause (a) below, such actions shall be taken by simultaneously and together with such actions in respect of the Parties:DIFA Merger and, with respect to clauses (b) and (c) below, if the Merger shall occur simultaneously with the DIFA Merger as provided herein, such actions shall be taken simultaneously and together with such actions in respect of the DIFA Merger. (a) The Buyer shall pay On the Shareholders’ Meetings Date, the Company and Diblo will execute and deliver a Merger Agreement substantially in the form of Section 2.04(a) of the Company Disclosure Schedule (the “ Merger Agreement ”), which will provide that (1) the Merger will be effective upon registration with the Public Registry of Commerce ( Registro Público de Comercio ) of the Federal District of Mexico (the “ RPC ”) as provided for in Article 225 of the General Commercial Companies Act ( Ley General de Sociedades Mercantiles ), for which purpose the Company, as Surviving Corporation, will expressly covenant to pay, on demand, all outstanding obligations owing to then-existing creditors of the Company and Diblo that did not consent to the Seller by wire transfer Merger, (2) from and after the Effective Time, the Surviving Corporation shall possess all rights, privileges, powers and franchises of immediately available funds to such bank account(s) designated in writing by the Seller (such designation to be made at least three Company and Diblo, and all of the claims, obligations, liabilities, debts and duties of the Company and Diblo shall become the claims, obligations, liabilities, debts and duties of the Surviving Corporation, and (3) Business Days prior the Merger shall be carried out pursuant to the Closing Date), the Cash Consideration other terms and conditions set forth in respect of the Purchased Intereststhis Agreement. (b) As soon as reasonably practicable after the Effective Time, Diblo shall register in its corporate books the cancellation of the Diblo shares owned by the Company and ABI and its Subsidiaries and generally make all annotations and entries into the corporate books of Diblo as necessary to evidence the termination of Diblo’s legal existence by virtue of the Merger. The Buyer shall Company will cancel all share certificates of the Company outstanding immediately prior to the Effective Time and re-issue and deliver new certificates to the Agreed Sharesshareholders of the Company and Indeval reflecting the Company’s capital structure after giving effect to the Merger Resolutions (including the Merger and, if anyapplicable, to the Seller (or any of its wholly-owned Subsidiaries as designated by the Seller to the Buyer in writingDIFA Merger) and shall deliver the Share Restructuring and generally take any action that is necessary or that the parties agree is convenient to consummate and formalize the Seller (or any of its wholly-owned Subsidiaries as designated by items approved in the Seller to the Buyer in writing) evidence of such issuance in non-certificated book-entry form, in each case duly authorized and validly issued, fully paid and nonassessable, and delivered free and clear of any Encumbrances except those imposed under applicable securities LawsMerger Resolutions. (c) The Buyer shall payAs soon as reasonably practicable after the Effective Time, on behalf of the applicable members of the Company Group, (i) the amounts as set forth in each of the payoff letter(s) delivered pursuant to Section 7.21 (and, to the extent applicable, Section 7.15(d)(xi)) to such Persons as set forth in such payoff letter with respect to all Indebtedness to be repaid on the Closing Date and the appropriate amounts payable in respect of the Notes Redemption, including, for the avoidance of doubt (i) the Credit Facilities Payoff Amount to the applicable administrative agent (for such administrative agent’s own benefit and the benefit of the lenders (and other secured parties) under the Credit Facilities or other facilities, as applicable) in accordance with the applicable terms of the Credit Facilities, and (ii) the Existing Notes Redemption Amount to the trustee under the Existing Notes Indenture in accordance with the applicable terms of the Existing Notes Indenture. (d) If (and only if) the Agreed Stock Consideration Value equals €0, the Buyer shall deliver to the Adjustment Escrow Agent, by wire transfer of immediately available funds to such bank account(s) designated in writing by the Adjustment Escrow Agent (such designation to be made at least three (3) Business Days prior to the Closing Date), the Adjustment Escrow Amount for deposit in the Adjustment Escrow Account, to be held by the Adjustment Escrow Agent in the Adjustment Escrow Account and distributed by the Adjustment Escrow Agent in accordance with the terms of the Adjustment Escrow Agreement and the applicable provisions of this Agreement. (e) The Buyer shall pay, on behalf of the applicable members of the Company Group, by wire transfer of immediately available funds to such bank account(s) designated in writing by each Person to whom any portion of the Company Expenses is owed (such designation to be made at least three (3) Business Days prior to the Closing Date), an amount in cash equal to the portion of the Company Expenses owing to such Person; provided, however, that the Company shall use reasonable best efforts issue and deliver to deliver ABI a certificate or cause to be delivered to certificates representing the Buyer at least three (3) Business Days prior to Merger Consideration, effective upon the Closing final invoices, wire instructions and all other information necessary for payment at Closing with respect to such Company Expenses payable at the Closing (to the extent applicable), provided, that if any final invoice, wire instructions or other information necessary for payment with respect to such Company Expenses is delivered to the Buyer after the date that is three (3) Business Days prior to the Closing, then the Buyer will be permitted to pay an amount in cash equal to the portion cancellation of the Company Expenses owing to such Person within three (3) Business Days following the receipt of such final invoice, wire instructions or other information necessary for payment with respect to such Company Expenses. To the extent any Company Expenses related to any retention awards set forth on Section 5.15(g) of the Disclosure Letter are not payable until after the Closing, on the date of the next regularly scheduled payroll following when any such Company Expenses become due Diblo Shares owned by ABI and payable, the Buyer shall pay, on behalf of the Company, through payroll of the applicable Company Group member to each Person to whom any portion of the Company Expenses is owed (or by the Company on any such Person’s behalf) (in each case, subject to the last sentence of Section 2.6 (regarding “wages”)), an amount in cash equal to the portion of the Company Expenses owing to such Person net of any applicable withholding Taxesits Subsidiaries. (f) If (and only if) the Agreed Stock Consideration Value equals €0, the Buyer shall deliver to the Seller and the Adjustment Escrow Agent, a copy of the Adjustment Escrow Agreement, duly executed by the Buyer. (g) If (and only if) the Agreed Stock Consideration Value equals €0, the Seller shall deliver to the Buyer a copy of the Adjustment Escrow Agreement, duly executed by the Seller and the Adjustment Escrow Agent. (h) Each of the Parties agrees that the Closing shall be effected by way of certain customary “notary” processes pursuant to the applicable Laws of the Netherlands, and each of the Parties shall cooperate with the other in good faith to identify and agree on a Dutch notary and the steps necessary to implement such processes as required pursuant to the Laws of the Netherlands to effectuate the Closing in accordance with the intentions of the Parties as set forth in the foregoing clauses of this Section 2.2.

Closing Actions. At the Closing, the following actions shall be taken by the Parties: (a) The Buyer shall pay shall: (i) deliver to the Seller by the Estimated Purchase Price, less the Escrow Funds; (ii) deliver an amount equal to the Escrow Funds to the Escrow Agent, pursuant to the provisions of the Escrow Agreement; (iii) deliver to all lenders or other creditors of the Company, on behalf of the Company, and for their accounts, via wire transfer of immediately available funds to such bank account(s) accounts as are designated in writing by such lenders or other creditors, any amounts necessary to pay off all Indebtedness outstanding as of the Seller (such designation to be made at least three (3) Business Days Closing Date, but immediately prior to the Closing Date(the “Indebtedness Payments”). The Indebtedness Payments are set forth on Section 2.2(a)(iii) of the Disclosure Schedules. For each instrument of Indebtedness fully repaid, Seller or the Corporation (pre-Closing), as applicable, will cause all lenders thereof to surrender at Closing and cancel all instruments evidencing such Indebtedness and obtain the Cash Consideration release or termination of all security interests and guarantees relating thereto and the authorization for the Company to terminate on behalf of such lenders all UCC financing statements filed in respect of the Purchased Interestsconnection therewith. (biv) The Buyer shall issue the Agreed Shares, if any, to the Seller (or any of its wholly-owned Subsidiaries as designated by the Seller to the Buyer in writing) and shall deliver to the Seller (or any of its wholly-owned Subsidiaries as designated by the Seller to the Buyer in writing) evidence of such issuance in non-certificated book-entry form, in each case duly authorized and validly issued, fully paid and nonassessable, and delivered free and clear of any Encumbrances except those imposed under applicable securities Laws. (c) The Buyer shall payall third parties, on behalf of the applicable members of the Company Group, (i) the amounts as set forth in each of the payoff letter(s) delivered pursuant to Section 7.21 (and, to the extent applicable, Section 7.15(d)(xi)) to such Persons as set forth in such payoff letter with respect to all Indebtedness to be repaid on the Closing Date Seller and the appropriate amounts payable in respect of the Notes Redemption, including, for the avoidance of doubt (i) the Credit Facilities Payoff Amount to the applicable administrative agent (for such administrative agent’s own benefit and the benefit of the lenders (and other secured parties) under the Credit Facilities or other facilities, as applicable) in accordance with the applicable terms of the Credit FacilitiesCorporation, and (ii) the Existing Notes Redemption Amount to the trustee under the Existing Notes Indenture in accordance with the applicable terms of the Existing Notes Indenture. (d) If (and only if) the Agreed Stock Consideration Value equals €0for their accounts, the Buyer shall deliver to the Adjustment Escrow Agent, by via wire transfer of immediately available funds to such bank account(s) and accounts as are designated in writing by such third parties, any amounts necessary to pay the Selling Expenses pursuant to the Statement of Selling Expenses (but not the Employee Bonuses to Company employees, which shall instead be paid by the Adjustment Escrow Agent Company at the Closing); (such designation v) deliver to be made at least three the Seller: (3a) Business a copy of the charter of the Buyer, certified by the Secretary of State of the State of Delaware, dated as of a date no more than five (5) business Days prior to the Closing Date); (b) a certificate of good standing from the State of Delaware, the Adjustment Escrow Amount for deposit and each jurisdiction in the Adjustment Escrow Accountwhich it is duly qualified to transact business, to be held by the Adjustment Escrow Agent in the Adjustment Escrow Account and distributed by the Adjustment Escrow Agent in accordance with the terms dated as of the Adjustment Escrow Agreement and the applicable provisions of this Agreement. a date no more than five (e5) The Buyer shall pay, on behalf of the applicable members of the Company Group, by wire transfer of immediately available funds to such bank account(s) designated in writing by each Person to whom any portion of the Company Expenses is owed (such designation to be made at least three (3) Business business Days prior to the Closing Date), an amount in cash equal to the portion ; and (c) a copy of the Company Expenses owing to such Person; providedBuyer’s bylaws and certificate of incorporation, howeverwith all amendments thereto, that the Company shall use reasonable best efforts to deliver or cause to be delivered to the Buyer at least three (3) Business Days prior to the Closing final invoices, wire instructions and all other information necessary for payment at Closing with respect to such Company Expenses payable at the Closing (to the extent applicable), provided, that if any final invoice, wire instructions or other information necessary for payment with respect to such Company Expenses is delivered to the Buyer after the date that is three (3) Business Days prior to the Closing, then the Buyer will be permitted to pay an amount in cash equal to the portion of the Company Expenses owing to such Person within three (3) Business Days following the receipt of such final invoice, wire instructions or other information necessary for payment with respect to such Company Expenses. To the extent any Company Expenses related to any retention awards set forth on Section 5.15(g) of the Disclosure Letter are not payable until after the Closing, on the date of the next regularly scheduled payroll following when any such Company Expenses become due and payable, the Buyer shall pay, on behalf of the Company, through payroll of the applicable Company Group member to each Person to whom any portion of the Company Expenses is owed (or certified by the Company on any such PersonBuyer’s behalf) (in each case, subject to the last sentence of Section 2.6 (regarding “wages”)), an amount in cash equal to the portion of the Company Expenses owing to such Person net of any applicable withholding Taxes.secretary; and (fvi) If (and only if) the Agreed Stock Consideration Value equals €0, the Buyer shall deliver to the Seller and the Adjustment Escrow Agent, a copy copies of the Adjustment Escrow Agreement, resolutions or written consents duly executed adopted by the Buyer’s board of directors, certified by the Buyer’s secretary, authorizing the execution, delivery and performance of this Agreement and the other agreements contemplated hereby, and the consummation of all transactions contemplated hereby and thereby. (gb) If The Seller shall: (and only ifi) the Agreed Stock Consideration Value equals €0, the Seller shall deliver to the Buyer a copy stock certificates representing the Stock endorsed in blank and accompanied by stock powers executed in blank; (ii) deliver to the Buyer the resignations, effective as of the Adjustment Escrow AgreementClosing, duly executed by of each director and officer of the Seller and the Adjustment Escrow Agent.Corporation, other than Mxxx Xxxxx; (hiii) Each deliver to the Buyer the Pay Off Letters; (iv) deliver to the Buyer all minute books, stock books, ledgers and registers, corporate seals, if any, and other corporate records relating to the organization, ownership and maintenance of the Parties agrees that Corporation, if not already located on the Closing shall be effected by way of certain customary “notary” processes pursuant to the applicable Laws premises of the Netherlands, and each of the Parties shall cooperate with the other in good faith to identify and agree on a Dutch notary and the steps necessary to implement such processes as required pursuant to the Laws of the Netherlands to effectuate the Closing in accordance with the intentions of the Parties as set forth in the foregoing clauses of this Section 2.2.Corporation;

Closing Actions. At the Closing, the following actions shall be taken by the Parties: (a) The Buyer shall pay to the Seller by wire transfer of immediately available funds to such bank account(s) designated in writing by the Seller (such designation to be made at least three (3) Business Days prior to the Closing Date), the Cash Consideration in respect of the Purchased Interests.Purchaser shall: (b) The Buyer shall issue the Agreed Shares, if any, to the Seller (or any of its wholly-owned Subsidiaries as designated by the Seller to the Buyer in writing) and shall deliver to the Seller (or any of its wholly-owned Subsidiaries as designated by the Seller to the Buyer in writing) evidence of such issuance in non-certificated book-entry form, in each case duly authorized and validly issued, fully paid and nonassessable, and delivered free and clear of any Encumbrances except those imposed under applicable securities Laws. (c) The Buyer shall pay, on behalf of the applicable members of the Company Group, (i) the amounts as set forth in each of the payoff letter(s) delivered pursuant pay to Section 7.21 (and, to the extent applicable, Section 7.15(d)(xi)) to such Persons as set forth in such payoff letter with respect to all Indebtedness to be repaid on the Closing Date and the appropriate amounts payable in respect of the Notes Redemption, including, for the avoidance of doubt (i) the Credit Facilities Payoff Amount to the applicable administrative agent (for such administrative agent’s own benefit and the benefit of the lenders (and other secured parties) under the Credit Facilities or other facilities, as applicable) in accordance with the applicable terms of the Credit Facilities, and (ii) the Existing Notes Redemption Amount to the trustee under the Existing Notes Indenture in accordance with the applicable terms of the Existing Notes Indenture. (d) If (and only if) the Agreed Stock Consideration Value equals €0, the Buyer shall deliver to the Adjustment Escrow AgentSeller, by wire transfer of immediately available funds to such bank the account(s) designated specified in writing by the Adjustment Escrow Agent (such designation Seller delivered to be made Purchaser at least three (3) Business Days prior to the Closing Date), the Adjustment Escrow Amount for deposit in the Adjustment Escrow Account, to be held by the Adjustment Escrow Agent in the Adjustment Escrow Account and distributed by the Adjustment Escrow Agent in accordance with the terms of the Adjustment Escrow Agreement and the applicable provisions of this Agreement. (e) The Buyer shall pay, on behalf of the applicable members of the Company Group, by wire transfer of immediately available funds to such bank account(s) designated in writing by each Person to whom any portion of the Company Expenses is owed (such designation to be made at least three (3) Business Days prior to the Closing Date), an amount in cash equal to the portion of the Company Expenses owing to such Person; provided, however, that the Company shall use reasonable best efforts to deliver or cause to be delivered to the Buyer at least three (3) Business Days prior to the Closing final invoices, wire instructions and all other information necessary for payment at Closing with respect to such Company Expenses payable at the Closing (to the extent applicable), provided, that if any final invoice, wire instructions or other information necessary for payment with respect to such Company Expenses is delivered to the Buyer after the date that is three (3) two Business Days prior to the Closing, then the Buyer will be permitted to pay an aggregate amount in cash equal to the portion Closing Payment; (ii) deliver to Seller bills of sale, certificates of title and other instruments of assignment and transfer (in form and substance mutually agreed between the Parties but as shall be consistent with the terms and conditions of this Agreement) as may be reasonably necessary to vest in Purchaser or the applicable Purchaser Designee(s) all of the Company Expenses owing Business Sellers’ right, title and interest in and to such Person within three the Transferred Assets, duly executed by Purchaser or the applicable Purchaser Designee(s); (3iii) Business Days following deliver to Seller instruments evidencing the receipt of such final invoice, wire instructions assumption by Purchaser or other information necessary for payment with respect to such Company Expenses. To the extent any Company Expenses related to any retention awards set forth on Section 5.15(gapplicable Purchaser Designee(s) of the Disclosure Letter are not payable until after Assumed Liabilities (in form and substance mutually agreed between the ClosingParties but as shall be consistent with the terms and conditions of this Agreement), on duly executed by Purchaser or the date applicable Purchaser Designee(s); (iv) deliver to Seller the certificate contemplated by Section 8.3(c); (v) provide to Seller a counterpart of the next regularly scheduled payroll following when any such Company Expenses become due and payable, the Buyer shall pay, on behalf of the Company, through payroll of the applicable Company Group member to each Person to whom any portion of the Company Expenses is owed (or by the Company on any such Person’s behalf) (in each case, subject to the last sentence of Section 2.6 (regarding “wages”)), an amount in cash equal to the portion of the Company Expenses owing to such Person net of any applicable withholding Taxes. (f) If (and only if) the Agreed Stock Consideration Value equals €0, the Buyer shall deliver to the Seller and the Adjustment Escrow Agent, a copy of the Adjustment Escrow Transition Services Agreement, duly executed by the Buyer.Purchaser; and (gvi) If (and only if) the Agreed Stock Consideration Value equals €0, the provide to Seller shall deliver to the Buyer a copy counterpart of the Adjustment Escrow Acquired IP License Agreement, duly executed by the Seller and the Adjustment Escrow AgentPurchaser. (hb) Each Seller shall: (i) deliver to Purchaser bills of sale, certificates of title and other instruments of assignment and transfer as may be reasonably necessary to vest in Purchaser or the applicable Purchaser Designee(s) all of the Parties agrees that the Closing shall be effected by way of certain customary “notary” processes pursuant Business Sellers’ right, title and interest in and to the Transferred Assets, duly executed by Seller or the applicable Laws Business Seller; (ii) deliver to Purchaser the certificate contemplated by Section 8.2(c); (iii) provide to Purchaser a counterpart of the NetherlandsTransition Services Agreement, and each duly executed by all parties thereto other than Purchaser; and (iv) provide to Purchaser a counterpart of the Parties shall cooperate with the Acquired IP License Agreement, duly executed by all parties thereto other in good faith to identify and agree on a Dutch notary and the steps necessary to implement such processes as required pursuant to the Laws of the Netherlands to effectuate the Closing in accordance with the intentions of the Parties as set forth in the foregoing clauses of this Section 2.2than Purchaser.

Closing Actions. At 5.2.1 On the ClosingClosing Date, the Parties shall perform the following actions shall be taken by (the Parties:“Closing Actions”): (ai) The Buyer the Purchaser shall pay the Purchase Price to the Sellers by transferring each of the amounts set out in Clause 3.1.2 to the respective Seller by means of a wire transfer of immediately available funds to the bank account designated by such bank account(s) designated in writing Seller and notified by it to the Seller (such designation to be made Purchaser at least three (3) Business Days prior to before the Closing Date), the Cash Consideration in respect of the Purchased Interests. (bii) The Buyer Frontline and Famatown shall issue deliver the Agreed Frontline Shares and the Famatown Shares, if anyrespectively, to the Seller (or any Purchaser by transferring such Sale Shares into the securities account(s) of its wholly-owned Subsidiaries the Purchaser as designated notified by the Seller it to the Buyer Sellers at least three Business Days before the Closing Date, in writingaccordance with the provisions of Schedule to the extent applicable. (iii) and the Sellers shall deliver to the Seller Purchaser a written statement confirming receipt of the Purchase Price in a form reasonably acceptable to the Purchaser. (or iv) the Sellers shall deliver to the Purchaser duly executed resignation letters by Xx. Xxxx Xxxxxxxxxx and Xx. Xxxx X. Xxxxxx in relation to their mandates in the supervisory board of Euronav, in the form attached as Schedule . 5.2.2 The effectiveness of each of the Closing Actions is conditional upon the fulfilment of all the other Closing Actions. 5.2.3 The Purchaser may at any time waive any of the Closing Actions required to be done by the Sellers, and the Sellers (acting jointly) may at any time waive any of the Closing Actions required to be done by the Purchaser. 5.2.4 If a Party fails to fulfil any of its wholly-owned Subsidiaries as designated by Closing Actions, then the Seller to the Buyer in writing) evidence of such issuance in non-certificated book-entry form, in each case duly authorized and validly issued, fully paid and nonassessable, and delivered free and clear of Purchaser (if any Encumbrances except those imposed under applicable securities Laws. (c) The Buyer shall pay, on behalf of the applicable members Sellers fail to fulfil any of their Closing Actions) or the Company GroupSellers, acting jointly (if the Purchaser fails to fulfil any of its Closing Actions) may: (i) the amounts as set forth in each of the payoff letter(s) delivered pursuant proceed to Section 7.21 (and, Closing to the extent applicablereasonably possible and permitted by Law, Section 7.15(d)(xi)) to such Persons as set forth in such payoff letter with respect to all Indebtedness to be repaid on the Closing Date and the appropriate amounts payable in respect of the Notes Redemption, including, which shall include for the avoidance of doubt the right to claim specific performance; (iii) defer Closing, in which event the Credit Facilities Payoff Amount provisions of this Clause shall apply to Closing so deferred, provided that Closing cannot be deferred past the applicable administrative agent Long Stop Date; or (for such administrative agent’s own benefit and the benefit of the lenders (and other secured partiesiii) under the Credit Facilities or other facilities, as applicable) terminate this Agreement in accordance with the applicable terms of the Credit FacilitiesClause , in which case all Closing Actions already fulfilled shall be deemed null and (ii) the Existing Notes Redemption Amount to the trustee under the Existing Notes Indenture in accordance with the applicable terms of the Existing Notes Indenture. (d) If (and only if) the Agreed Stock Consideration Value equals €0, the Buyer shall deliver to the Adjustment Escrow Agent, by wire transfer of immediately available funds to such bank account(s) designated in writing by the Adjustment Escrow Agent (such designation to be made at least three (3) Business Days prior to the Closing Date), the Adjustment Escrow Amount for deposit in the Adjustment Escrow Account, to be held by the Adjustment Escrow Agent in the Adjustment Escrow Account and distributed by the Adjustment Escrow Agent in accordance with the terms of the Adjustment Escrow Agreement and the applicable provisions of this Agreement. (e) The Buyer shall pay, on behalf of the applicable members of the Company Group, by wire transfer of immediately available funds to such bank account(s) designated in writing by each Person to whom any portion of the Company Expenses void. Such termination right is owed (such designation to be made at least three (3) Business Days prior to the Closing Date), an amount in cash equal to the portion of the Company Expenses owing to such Person; provided, however, that the Company shall use reasonable best efforts to deliver or cause to be delivered to the Buyer at least three (3) Business Days prior to the Closing final invoices, wire instructions and all other information necessary for payment at Closing with respect to such Company Expenses payable at the Closing (to the extent applicable), provided, that if any final invoice, wire instructions or other information necessary for payment with respect to such Company Expenses is delivered to the Buyer after the date that is three (3) Business Days prior to the Closing, then the Buyer will be permitted to pay an amount in cash equal to the portion of the Company Expenses owing to such Person within three (3) Business Days following the receipt of such final invoice, wire instructions or other information necessary for payment with respect to such Company Expenses. To the extent any Company Expenses related without prejudice to any retention awards set forth on Section 5.15(g) other rights or remedies which the non-defaulting Party may have under applicable Law against the Party in breach of the Disclosure Letter are not payable until after the Closing, on the date of the next regularly scheduled payroll following when any such Company Expenses become due and payable, the Buyer shall pay, on behalf of the Company, through payroll of the applicable Company Group member to each Person to whom any portion of the Company Expenses is owed (or by the Company on any such Person’s behalf) (in each case, subject to the last sentence of Section 2.6 (regarding “wages”)), an amount in cash equal to the portion of the Company Expenses owing to such Person net of any applicable withholding Taxesits Closing Actions. (f) If (and only if) the Agreed Stock Consideration Value equals €0, the Buyer shall deliver to the Seller and the Adjustment Escrow Agent, a copy of the Adjustment Escrow Agreement, duly executed by the Buyer. (g) If (and only if) the Agreed Stock Consideration Value equals €0, the Seller shall deliver to the Buyer a copy of the Adjustment Escrow Agreement, duly executed by the Seller and the Adjustment Escrow Agent. (h) Each of the Parties agrees that the Closing shall be effected by way of certain customary “notary” processes pursuant to the applicable Laws of the Netherlands, and each of the Parties shall cooperate with the other in good faith to identify and agree on a Dutch notary and the steps necessary to implement such processes as required pursuant to the Laws of the Netherlands to effectuate the Closing in accordance with the intentions of the Parties as set forth in the foregoing clauses of this Section 2.2.

Closing Actions. At the Closing, the following actions shall be taken by the Parties:, (a) The Buyer Parent shall pay or cause to be paid: (i) to each Stockholder (other than with respect to such Stockholder’s Dissenting Shares) in accordance with the Seller Distribution Schedule, by wire transfer of immediately available funds to such bank account(s) designated in writing by each Stockholder in its Letter of Transmittal, an amount equal to the Seller Closing Date Per Share Consideration, multiplied by the number of Shares (other than Dissenting Shares) owned by such designation Stockholder; provided that, in each case, such Stockholder submits a letter of transmittal to the Company in the form attached hereto as Exhibit D (a letter of transmittal in such form, a “Letter of Transmittal”) prior to the Closing; provided further, that a Stockholder may submit its Letter of Transmittal to the Surviving Corporation following the Closing and Parent shall make (or cause to be made at least made) the payment described in this Section 3.3(a)(i) as promptly as practicable thereafter (and in no event later than three (3) Business Days after receipt thereof); (ii) to the Company, by wire transfer of immediately available funds to such bank account(s) designated in writing no less than three (3) Business Days prior to the Closing Date), the Cash Consideration in respect of the Purchased Interests. (b) The Buyer shall issue the Agreed Shares, if any, to the Seller (or any of its wholly-owned Subsidiaries as designated by the Seller to the Buyer in writing) and shall deliver to the Seller (or any of its wholly-owned Subsidiaries as designated by the Seller to the Buyer in writing) evidence of such issuance in non-certificated book-entry form, in each case duly authorized and validly issued, fully paid and nonassessable, and delivered free and clear of any Encumbrances except those imposed under applicable securities Laws. (c) The Buyer shall pay, on behalf of the applicable members of the Company Group, (i) the amounts as set forth in each of the payoff letter(s) delivered pursuant to Section 7.21 (and, to the extent applicable, Section 7.15(d)(xi)) to such Persons as set forth in such payoff letter with respect to all Indebtedness to be repaid on the Closing Date and the appropriate amounts payable in respect of the Notes Redemption, includingCompany, for the avoidance of doubt (i) the Credit Facilities Payoff Amount to the applicable administrative agent (for such administrative agent’s own benefit and the benefit of the lenders holders of Dissenting Shares (if any), an amount equal to the Closing Date Per Share Consideration multiplied by the number (if any) of Dissenting Shares, which amount shall be retained by the Company and other secured partiespaid solely in accordance with applicable Law; (iii) under to the Credit Facilities Company, by wire transfer of immediately available funds to such bank account(s) designated in writing no less than three (3) Business Days prior to the Closing by the Company, for the benefit of the holders of Eligible Options, an amount equal to the aggregate Closing Date Option Consideration. The Company shall pay or other facilitiescause to be paid to each holder of Eligible Options no later than the Company’s next scheduled date of payroll following the Closing the portion of the aggregate Closing Date Option Consideration to which such holder is entitled pursuant to Section 2.6, as applicablesuch payments to be made net of any applicable withholding Tax; (iv) to the Escrow Agent, by wire transfer of immediately available funds to such bank account designated in writing by the Escrow Agent, for deposit in an escrow account (the “Escrow Account”), the Escrow Amount, to be held in the Escrow Account and distributed by the Escrow Agent in accordance with the applicable terms of the Credit Facilities, Escrow Agreement and this Agreement; (iiv) the Existing Notes Redemption Amount to the trustee under the Existing Notes Indenture in accordance with the applicable terms of the Existing Notes Indenture. (d) If (and only if) the Agreed Stock Consideration Value equals €0, the Buyer shall deliver to the Adjustment Escrow AgentStockholders’ Representative, by wire transfer of immediately available funds to such bank account(s) designated in writing by the Adjustment Escrow Agent (such designation to be made at least three (3) Business Days Stockholders’ Representative prior to the Closing Date(“Stockholders’ Representative Expense Account”), the Adjustment Escrow Stockholders’ Representative Expense Amount for deposit in the Adjustment Escrow Account, to be held used as a fund to pay costs, fees and expenses incurred by the Adjustment Escrow Agent Stockholders’ Representative in its capacity as such on or after the Adjustment Escrow Account Closing Date and which shall be paid or distributed by at the Adjustment Escrow Agent direction of the Stockholders’ Representative in accordance with the terms of the Adjustment Escrow Agreement and the applicable provisions of this Agreement.Section 3.4(h); (evi) The Buyer shall paythe Indebtedness Payoff Amount, on behalf of the Company to the lenders thereof in accordance with the Payoff Letters for the Specified Funded Indebtedness; and (vii) the applicable members portion of the Company GroupEstimated Transaction Expenses, by wire transfer of immediately available funds funds, to such bank account(s) designated in writing by each Person to whom any portion of the Company Expenses is owed payees thereof (such designation to be made at least three (3) Business Days prior to the Closing Date), an amount in cash equal to the portion on behalf of the Company Expenses owing to such Person; provided, however, that Company) in accordance with the Payoff Letters or invoices delivered by the Company shall use reasonable best efforts to deliver or cause to be delivered to (and the Buyer at least three wiring instructions set forth therein) no less than two (3) Business Days prior to the Closing final invoices, wire instructions and all other information necessary for payment at Closing with respect to such Company Expenses payable at the Closing (to the extent applicable), provided, that if any final invoice, wire instructions or other information necessary for payment with respect to such Company Expenses is delivered to the Buyer after the date that is three (32) Business Days prior to the Closing; (b) Parent, then the Buyer will be permitted to pay an amount in cash equal to Stockholders’ Representative and the portion of Escrow Agent shall execute and deliver the Escrow Agreement; and (c) the Company Expenses owing to such Person within three (3) Business Days following the receipt of such final invoice, wire instructions or other information necessary for payment with respect to such Company Expenses. To the extent any Company Expenses related to any retention awards set forth on Section 5.15(g) of the Disclosure Letter are not payable until after the Closing, on the date of the next regularly scheduled payroll following when any such Company Expenses become due and payable, the Buyer shall pay, on behalf of the Company, through payroll of the applicable Company Group member to each Person to whom any portion of the Company Expenses is owed (or by the Company on any such Person’s behalf) (in each case, subject to the last sentence of Section 2.6 (regarding “wages”)), an amount in cash equal to the portion of the Company Expenses owing to such Person net of any applicable withholding Taxes. (f) If (and only if) the Agreed Stock Consideration Value equals €0, the Buyer shall deliver to the Seller and the Adjustment Escrow Agent, a copy of the Adjustment Escrow Agreement, duly duly-executed by the BuyerPayoff Letters. (g) If (and only if) the Agreed Stock Consideration Value equals €0, the Seller shall deliver to the Buyer a copy of the Adjustment Escrow Agreement, duly executed by the Seller and the Adjustment Escrow Agent. (h) Each of the Parties agrees that the Closing shall be effected by way of certain customary “notary” processes pursuant to the applicable Laws of the Netherlands, and each of the Parties shall cooperate with the other in good faith to identify and agree on a Dutch notary and the steps necessary to implement such processes as required pursuant to the Laws of the Netherlands to effectuate the Closing in accordance with the intentions of the Parties as set forth in the foregoing clauses of this Section 2.2.

Closing Actions. At The Parties acknowledge and agree that it is a requirement for the Closingsale and purchase of the Sale Shares to be completed that all the below actions to be carried out on the Closing Date pursuant to this Section 3.2, and all documents to be executed or delivered hereunder, are effectively completed and executed or delivered simultaneously (en unidad de acto) on the following actions shall be taken by the Partiesdate hereof: (a) The Buyer Parties shall pay grant before the Notary a public deed pursuant to which (i) the Parties formalize (elevación a público) this Agreement into public deed, (ii) the Sellers acknowledge reception at their entire satisfaction of the Purchase Price, and (iii) the Sellers transfer ownership and deliver the Sale Shares to the Seller by wire transfer of immediately available funds to such bank account(s) designated Buyer and the Buyer, in writing by turn, acquires and received the Seller Sale Shares (such designation to be made at least three (3) Business Days prior to the Closing Date“Public Deed”), the Cash Consideration in respect of the Purchased Interests.; (b) The Buyer Parties shall issue grant before the Agreed Shares, if any, to Notary a public deed (escritura cero) regulating among other things the Seller (or any effectiveness of its wholly-owned Subsidiaries the Transaction based on receipt of the funds as designated by set out in the Seller to the Buyer in writing) and shall deliver to the Seller (or any of its wholly-owned Subsidiaries as designated by the Seller to the Buyer in writing) evidence of such issuance in non-certificated book-entry form, in each case duly authorized and validly issued, fully paid and nonassessable, and delivered free and clear of any Encumbrances except those imposed under applicable securities LawsFunds Flow Statement. (c) The Sellers shall sign and deliver, or cause to be delivered, to the Buyer shall pay, on behalf the following items: (i) original public deed titles of ownership of each Seller with respect to the Sale Shares owned by each Seller for the Notary to record in said titles the transfer of the applicable members Sale Shares to the Buyer; (ii) powers of attorney sufficient for the execution of this Agreement and any other Ancillary Agreement; (iii) a certificate of one of the Joint and Several Directors of the Company Group(with his signature duly notarized), in form and substance reasonably satisfactory to the 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 Sale Shares, (iB) that the amounts as 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 have been duly complied with; (iv) a certificate signed by one of the Joint and Several Directors of the Company in connection with the resolutions of the general shareholders meeting of the Company held by the Sellers prior to the execution of this Agreement whereby, among other matters, the Sellers and the Company renounced and waived any preemption rights in relation to the transfer of the Sale Shares to which they might be entitled by virtue of Law, the Company’s bylaws or the Existing Shareholders Agreement; (v) adequate evidence of the termination of the Existing Shareholders Agreement signed by each of the payoff letter(sSellers; (vi) delivered pursuant to Section 7.21 (and, to the extent applicable, Section 7.15(d)(xi)) to such Persons as set forth in such payoff letter with respect to all Indebtedness to be repaid on the Closing Date and the appropriate amounts payable in respect transfer of the Notes Redemption, including, for Sale Shares shall be recorded in the avoidance Company’s Registry Book of doubt Shareholders; and (ivii) the Credit Facilities Payoff Amount to the applicable administrative agent (for such administrative agent’s own benefit and the benefit an executed copy of the lenders (and other secured parties) under the Credit Facilities or other facilities, as applicable) in accordance with the applicable terms of the Credit Facilities, and (ii) the Existing Notes Redemption Amount to the trustee under the Existing Notes Indenture in accordance with the applicable terms of the Existing Notes IndentureTrademark License Agreement. (d) If (and only if) the Agreed Stock Consideration Value equals €0, the The Buyer shall deliver to the Adjustment Escrow Agentdeliver, by wire transfer of immediately available funds to such bank account(s) designated in writing by the Adjustment Escrow Agent (such designation or cause to be made at least three (3) Business Days prior to the Closing Date), the Adjustment Escrow Amount for deposit in the Adjustment Escrow Accountdelivered, to be held by each of the Adjustment Escrow Agent in Sellers the Adjustment Escrow Account and distributed by the Adjustment Escrow Agent Purchase Price (in accordance with the terms Section 2.2.(a)), and, upon receipt thereof, each Seller shall give acknowledgement of receipt of the Adjustment Escrow Agreement and Purchase Price (carta de pago) in the applicable provisions Public Deed, to the satisfaction of this Agreementthe Buyer. (e) The Buyer Sellers Representative shall paydeliver to the Buyer, on behalf who shall countersign, a duly executed funds flow statement, which shall set forth the payment of the applicable members of the Company Group, by wire transfer of immediately available funds to such bank account(s) designated in writing by each Person to whom any portion of the Company Expenses is owed (such designation to be made at least three (3) Business Days prior to the Closing Date), an amount in cash equal to the portion of the Company Expenses owing to such Person; provided, however, that the Company shall use reasonable best efforts to deliver or cause to be delivered to the Buyer at least three (3) Business Days prior to the Closing final invoices, wire instructions and all other information necessary for payment Purchase Price at Closing in accordance with respect to such Company Expenses payable at the Closing (to the extent applicable), provided, that if any final invoice, wire instructions or other information necessary for payment with respect to such Company Expenses is delivered to the Buyer after the date that is three (3) Business Days prior to the Closing, then the Buyer will be permitted to pay an amount in cash equal to the portion of the Company Expenses owing to such Person within three (3) Business Days following the receipt of such final invoice, wire instructions or other information necessary for payment with respect to such Company Expenses. To the extent any Company Expenses related to any retention awards set forth on Section 5.15(g) of the Disclosure Letter are not payable until after the Closing, on the date of the next regularly scheduled payroll following when any such Company Expenses become due and payable, the Buyer shall pay, on behalf of the Company, through payroll of the applicable Company Group member to each Person to whom any portion of the Company Expenses is owed (or by the Company on any such Person’s behalf) (in each case, subject to the last sentence provisions of Section 2.6 2.2 and the settlements in accordance with Section 2.3 hereof (regarding the “wagesFunds Flow Statement”)), an amount in cash equal to the portion of the Company Expenses owing to such Person net of any applicable withholding Taxes. (f) If The Sellers and the Buyer shall execute the Put and Call Agreement and shall grant before the Notary a public deed pursuant to which the Put and Call Agreement is notarized (elevación a público). The Put and only ifCall rights over the Sellers’ Shares shall be recorded in the Company’s Registry Book of Shareholders (g) the Agreed Stock Consideration Value equals €0The Sellers, the Buyer shall deliver to the Seller and the Adjustment Escrow AgentCompany 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). (i) Each Non-Compete Party (other than Entravision Communications Corporation), on the one hand, and the Buyer, on the other hand, shall execute a non-competition agreement in the form mutually agreed to by the applicable parties, and (ii)Entravision Communications Corporation, on the one hand, and the Company, on the other hand, shall execute a non-competition agreement in the form mutually agreed to by the applicable parties (collectively, the “Non-Competition Agreements”). (i) The Sellers shall ensure a true, correct and complete copy of the Adjustment Escrow AgreementVirtual Data Room and all documentation contained therein as of October 9, duly executed 2020 is delivered to Buyer at Closing. (j) The Sellers shall deliver written resignations of Xx. Xxxxxxxxx Xxxxx Delgado and Xx. Xxxxx Xxxxxxx Prat Xxxxxx (the “Outgoing Directors”), and any other director of any of the Group Companies who are not to remain as director of the Group Companies, effective as of the date thereof, pursuant to which said Persons resign from their position as Joint and Several Directors of the Company and declare that they have no right to claim and/or indemnity vis-à-vis the Company as a result of having been directors thereof. (k) The Sellers and the Buyer, as shareholders of the Company, shall hold a Universal Shareholders Meeting of the Company approving, among others (i) the acceptance of the resignation of the Outgoing Directors, (ii) a resolution whereby the management and representation structure of the Company is changed to be entrusted to a Board of Directors formed by five (5) members, and (iii) the appointment of two directors designated by the Sellers and three directors designated by the Buyer. (gl) If The Sellers and the Buyer shall cause the Company to hold a Board of Directors’ Meeting, approving, among others, (and only ifi) the Agreed Stock Consideration Value equals €0, the Seller shall deliver to the Buyer a copy appointment of Chairman and of the Adjustment Escrow Agreement, duly executed by Secretary of the Seller Board; and (ii) the Adjustment Escrow Agentrevocation and granting of powers of attorney. (hm) Each of The Sellers and the Parties agrees that Buyer shall cause the Closing shall be effected by way of Company to grant before the Notary certain customary “notary” processes public deeds pursuant to which the applicable Laws of Company notarizes the Netherlands, and each of resolutions approved by the Parties shall cooperate with the other in good faith to identify and agree on a Dutch notary Universal Shareholders Meeting and the steps necessary to implement such processes as required pursuant to the Laws Board of the Netherlands to effectuate the Closing in accordance with the intentions of the Parties as set forth in the foregoing clauses of this Section 2.2Directors.

Closing Actions. At the Closing, the parties hereto shall take the following actions shall be taken by the Partiesactions: (a) The Sellers shall deliver to Buyer shall pay to the Seller by wire transfer of immediately available funds to such bank account(s) designated in writing by the Seller (such designation to be made at least three (3) Business Days prior to the Closing Date), the Cash Consideration in respect one or more certificates representing all of the Purchased Interests.Shares, duly executed in blank or accompanied by share transfer forms duly executed in blank, in proper form for transfer, with all appropriate stock transfer tax stamps affixed, free and clear of all Encumbrances; (b) The Buyer shall issue the Agreed Shares, if any, to the Seller (or any of its wholly-owned Subsidiaries as designated by the Seller to the Buyer in writing) and Sellers shall deliver to the Seller (Buyer or any Buyer’s agent the updated register of its wholly-owned Subsidiaries as designated by shares of the Seller to Company, detailing the Buyer in writing) evidence as the registered holder of such issuance in non-certificated book-entry form, in each case duly authorized and validly issued, fully paid and nonassessable, and delivered free and clear of any Encumbrances except those imposed under applicable securities Laws.the Shares; (c) The Sellers shall deliver to Buyer shall paythe minute books, on behalf of the applicable members share ledgers, corporate seal and all other corporate books and records of the Company Groupand the Subsidiaries, (i) which delivery may be effected by leaving the amounts as set forth foregoing books, ledgers, seal and records in each the offices of the payoff letter(s) delivered pursuant to Section 7.21 (and, to the extent applicable, Section 7.15(d)(xi)) to such Persons Company as set forth in such payoff letter with respect to all Indebtedness to be repaid on of the Closing Date and the appropriate amounts payable in respect of the Notes Redemption, including, for the avoidance of doubt (i) the Credit Facilities Payoff Amount to the applicable administrative agent (for such administrative agent’s own benefit and the benefit of the lenders (and other secured parties) under the Credit Facilities or other facilities, as applicable) in accordance with the applicable terms of the Credit Facilities, and (ii) the Existing Notes Redemption Amount to the trustee under the Existing Notes Indenture in accordance with the applicable terms of the Existing Notes Indenture.Investor Rights Agreement duly executed by Sellers; (d) If (and only if) the Agreed Stock Consideration Value equals €0, the Buyer shall deliver to Sellers the Adjustment Escrow AgentCash Consideration by Wire Transfer. Buyer shall deliver stock certificates in the names and amounts as directed by Sellers representing, by wire transfer of immediately available funds to such bank account(s) designated in writing by the Adjustment Escrow Agent (such designation to be made at least three (3) Business Days prior to the Closing Date)aggregate, the Adjustment Escrow Amount for deposit in the Adjustment Escrow Account, to be held by the Adjustment Escrow Agent in the Adjustment Escrow Account and distributed by the Adjustment Escrow Agent in accordance with the terms of the Adjustment Escrow Agreement Stock Consideration and the applicable provisions of this Agreement.Investor Rights Agreement duly executed by Buyer; (e) The Sellers shall deliver stock powers, executed in blank, along with the stock certificates described in clause (d) above to Escrow Agent to be held pursuant to Section 2.3 hereof; (f) Buyer shall payappoint, on behalf of the applicable members of the Company Group, by wire transfer of immediately available funds to such bank account(s) designated in writing by each Person to whom any portion of the Company Expenses is owed (such designation to be made at least three (3) Business Days prior to the Closing Date), an amount in cash equal to the portion of the Company Expenses owing to such Person; provided, however, that the Company shall use reasonable best efforts to deliver or cause to be delivered appointed, Sellers’ designees to the Buyer at least three applicable boards of directors or similar management or governing bodies as contemplated under Section 6.18; (3g) Business Days prior Each party hereto shall deliver to the Closing final invoicesother the certificates and other documents, wire instructions and all other information necessary for payment at Closing with respect as applicable, required to be delivered by such Company Expenses payable at the Closing party pursuant to Article VIII hereof; and (to the extent applicable), provided, that if any final invoice, wire instructions or other information necessary for payment with respect to such Company Expenses is delivered to the Buyer after the date that is three (3h) Business Days prior to the Closing, then the Buyer will be permitted to pay an amount in cash equal to the portion Upon receipt of the Company Expenses owing to such Person within three (3) Business Days following the receipt of such final invoiceShares, wire instructions or other information necessary for payment with respect to such Company Expenses. To the extent any Company Expenses related to any retention awards set forth on Section 5.15(g) of the Disclosure Letter are not payable until after the Closing, on the date of the next regularly scheduled payroll following when any such Company Expenses become due and payable, the Buyer shall pay, on behalf of the Company, through payroll of the applicable Company Group member to each Person to whom any portion of the Company Expenses is owed (or by the Company on any such Person’s behalf) (in each case, subject to the last sentence of Section 2.6 (regarding “wages”)), an amount in cash equal to the portion of the Company Expenses owing to such Person net of any applicable withholding Taxes. (f) If (and only if) the Agreed Stock Consideration Value equals €0, the Buyer shall deliver to the Seller and the Adjustment Escrow Agent, Sellers a copy receipt evidencing receipt of the Adjustment Escrow AgreementShares and, duly executed by upon receipt of the Buyer. (g) If (and only if) the Agreed Stock Consideration Value equals €0Purchase Price, the Seller Sellers shall deliver to the Buyer a copy receipt evidencing receipt of the Adjustment Escrow Agreement, duly executed by the Seller and the Adjustment Escrow AgentPurchase Price. (h) Each of the Parties agrees that the Closing shall be effected by way of certain customary “notary” processes pursuant to the applicable Laws of the Netherlands, and each of the Parties shall cooperate with the other in good faith to identify and agree on a Dutch notary and the steps necessary to implement such processes as required pursuant to the Laws of the Netherlands to effectuate the Closing in accordance with the intentions of the Parties as set forth in the foregoing clauses of this Section 2.2.

Closing Actions. At 5.1. The Company shall ensure that all necessary actions as may be required under the ClosingAct, including without limitation, all requirements under Sections 42 and 62 (1) (c) and the relevant rules shall be completed in the manner prescribed and within the timelines set out in this Agreement. 5.2. The Company shall within 5 (five) days from each Closing Date, provide the following actions shall be taken by documents to the PartiesAnchor Investors: (a) The Buyer shall pay certified true copies of resolutions passed by the Board towards issuance and allotment of the relevant tranche of Subscription Securities to the Seller by wire transfer Anchor Investors, together with the necessary authorisations for making appropriate modifications in the share register; (b) copy of the share register as at the Closing Date after recording the issuance and allotment of the relevant Subscription Securities and as at the date immediately available funds to such bank account(s) designated in writing by the Seller (such designation to be made at least three (3) Business Days prior to the Closing Date); (c) file Form No. PAS 3 under the Act and the rules made thereunder with the Registrar of Companies, Chennai with respect to relevant Subscription Securities issued and allotted; (d) file Form No. MGT-14 under the Cash Consideration Act and the rules made thereunder with the Registrar of Companies with respect to the special resolution passed at the Company’s general meeting in respect of the Purchased Interests. (b) The Buyer shall issue preferential allotment of Subscription Securities and adoption of the Agreed SharesRestated Articles as provided herein, if any, together with the explanatory statement annexed to the Seller (or any of its wholly-owned Subsidiaries as designated by notice calling the Seller to general meeting in which the Buyer in writing) and shall deliver to the Seller (or any of its wholly-owned Subsidiaries as designated by the Seller to the Buyer in writing) evidence of such issuance in non-certificated book-entry form, in each case duly authorized and validly issued, fully paid and nonassessable, and delivered free and clear of any Encumbrances except those imposed under applicable securities Laws. (c) The Buyer shall pay, on behalf of the applicable members of the Company Group, (i) the amounts as set forth in each of the payoff letter(s) delivered pursuant to Section 7.21 (and, to the extent applicable, Section 7.15(d)(xi)) to such Persons as set forth in such payoff letter with respect to all Indebtedness to be repaid on the Closing Date and the appropriate amounts payable in respect of the Notes Redemption, including, for the avoidance of doubt (i) the Credit Facilities Payoff Amount to the applicable administrative agent (for such administrative agent’s own benefit and the benefit of the lenders (and other secured parties) under the Credit Facilities or other facilities, as applicable) in accordance with the applicable terms of the Credit Facilities, and (ii) the Existing Notes Redemption Amount to the trustee under the Existing Notes Indenture in accordance with the applicable terms of the Existing Notes Indenture. (d) If (and only if) the Agreed Stock Consideration Value equals €0, the Buyer shall deliver to the Adjustment Escrow Agent, by wire transfer of immediately available funds to such bank account(s) designated in writing by the Adjustment Escrow Agent (such designation to be made at least three (3) Business Days prior to the Closing Date), the Adjustment Escrow Amount for deposit in the Adjustment Escrow Account, to be held by the Adjustment Escrow Agent in the Adjustment Escrow Account and distributed by the Adjustment Escrow Agent in accordance with the terms of the Adjustment Escrow Agreement and the applicable provisions of this Agreement.resolutions were proposed; (e) The Buyer shall pay, on behalf of file Form No. DIR-12 as prescribed under the applicable members of the Company Group, by wire transfer of immediately available funds to such bank account(s) designated in writing by each Person to whom any portion of the Company Expenses is owed (such designation to be made at least three (3) Business Days prior to the Closing Date), an amount in cash equal to the portion of the Company Expenses owing to such Person; provided, however, that the Company shall use reasonable best efforts to deliver or cause to be delivered to the Buyer at least three (3) Business Days prior to the Closing final invoices, wire instructions and all other information necessary for payment at Closing Act with respect to such Company Expenses payable at the Closing (to the extent applicable), provided, that if any final invoice, wire instructions or other information necessary for payment with respect to such Company Expenses is delivered to the Buyer after the date that is three (3) Business Days prior to the Closing, then the Buyer will be permitted to pay an amount in cash equal to the portion appointment of the Company Expenses owing to such Person within three (3) Business Days following the receipt of such final invoice, wire instructions or other information necessary for payment with respect to such Company Expenses. To the extent any Company Expenses related to any retention awards set forth on Section 5.15(g) of the Disclosure Letter are not payable until after the Closing, on the date of the next regularly scheduled payroll following when any such Company Expenses become due and payable, the Buyer shall pay, on behalf of the Company, through payroll of the applicable Company Group member to each Person to whom any portion of the Company Expenses is owed (or by the Company on any such Person’s behalf) (in each case, subject to the last sentence of Section 2.6 (regarding “wages”)), an amount in cash equal to the portion of the Company Expenses owing to such Person net of any applicable withholding Taxes.Anchor Investor Nominee Directors; and (f) If make any other filing as may be prescribed under the Act and the rules and deliver copies of all such filings along with the duly acknowledged receipt, to the Anchor Investors. 5.3. Within 5 (and only iffive) the Agreed Stock Consideration Value equals €0Business Days of each Closing, the Buyer Company shall file Form FC-GPR (in Form SMF) and all necessary documents required for the purposes of an effective filing of Form FC-GPR in relation to investment by Omidyar on the Foreign Investment Reporting and Management System (FIRMS) portal of the RBI and deliver the acknowledgment of filing and approved Form FC-GPR to Omidyar. It is hereby expressly clarified that this condition shall apply in relation to each Closing in which Omidyar or any non-resident investor invests in the Seller Company and the Adjustment Escrow Agentprovision shall be appropriately construed. 5.4. The Company shall not carry on any activity listed in the Exclusion Lists set forth under SCHEDULE 7 PART A and PART B to this Agreement. Authenticated through Xxxxxxxxx.xxx (880qDt1) Authenticated through Xxxxxxxxx.xxx (880qDt1) Authenticated through Xxxxxxxxx.xxx (880qDt1) Authenticated through Xxxxxxxxx.xxx (880qDt1) Xxxxxx Xxxxxxxxx Date: Fri Sep 24 22:35:09 IST 2021 Authenticated through Xxxxxxxxx.xxx (880qDt1) BV Narasimham Date: Sat Sep 25 12:56:53 IST 2021 Authenticated through Xxxxxxxxx.xxx (880qDt1) Xxxxxxx Xxx Date: Wed Sep 29 11:14:06 IST 2021 Authenticated through Xxxxxxxxx.xxx (880qDt1) XXXXX XXXXXX Date: Mon Sep 27 10:46:23 IST 2021 Authenticated through Xxxxxxxxx.xxx (880qDt1) XXXXXXXXX XXXXXXXXXXX Date: Fri Sep 24 22:23:33 IST 2021 5.5. Within a period of 30 (thirty) days from the First Closing Date (for Caspian and Omidyar), a copy the Company and Management Team shall amend the employment agreements of the Adjustment Escrow Management Team with the Company to include provisions for non-compete, non- solicitation, vesting of Management Team Securities, termination of employment whether for Cause or otherwise and restrictions on transfer of Management Team Securities, all as set out in the Framework Agreement, duly executed by the Buyer. (g) If (and only if) the Agreed Stock Consideration Value equals €0, the Seller shall deliver to the Buyer a copy . The Company will provide each Anchor Investor with copies of the Adjustment Escrow Agreement, duly executed by the Seller and the Adjustment Escrow Agentsaid amended employment agreements. (h) Each of the Parties agrees that the Closing shall be effected by way of certain customary “notary” processes pursuant to the applicable Laws of the Netherlands, and each of the Parties shall cooperate with the other in good faith to identify and agree on a Dutch notary and the steps necessary to implement such processes as required pursuant to the Laws of the Netherlands to effectuate the Closing in accordance with the intentions of the Parties as set forth in the foregoing clauses of this Section 2.2.

Closing Actions. At the Closing, the 6.2.1 The following actions shall be taken by take place at the Partiesregistered office of the Company on the Closing Date in the following order: (a) The Buyer Seller shall pay have delivered the Final Tax Certificate to the Seller by wire transfer Purchasers with respect to the sale of immediately available funds to such bank account(s) designated in writing the Sale Shares held by the Seller (such designation to be made at least three (3) Business Days prior to the Closing Date), the Cash Consideration in respect of the Purchased InterestsPurchasers. (b) The Buyer shall issue the Agreed Shares, if any, Subject to the escrow arrangement in Schedule 7, the Seller shall (i) deliver to its depository participant, the delivery instructions duly signed by it authorizing the depository participant to give credit of the Sale Shares to the dematerialized account of the respective Purchaser, details of which shall be provided by each Purchaser to the Seller; and (ii) deliver a copy of the aforesaid irrevocable delivery instruction slip along with a confirmation from the respective Seller’s depository participant that the Sale Shares have been credited to the dematerialized account of the respective Purchaser; (c) Subject to the escrow arrangement in Schedule 7, each Purchaser shall remit their respective Net Purchase Amount by wire transfer or any of its wholly-owned Subsidiaries as electronic fund transfer into an account designated by the Seller to the Buyer in writing) and shall deliver to (the Seller (or any of its wholly-owned Subsidiaries as designated by the Seller to the Buyer in writing) evidence of such issuance in non-certificated book-entry form, in each case duly authorized and validly issued, fully paid and nonassessable, and delivered free and clear of any Encumbrances except those imposed under applicable securities Laws. (c) The Buyer shall pay, on behalf of the applicable members of the Company Group, (i) the amounts as set forth in each of the payoff letter(s) delivered pursuant to Section 7.21 (and, to the extent applicable, Section 7.15(d)(xi)) to such Persons as set forth in such payoff letter with respect to all Indebtedness to be repaid on the Closing Date and the appropriate amounts payable in respect of the Notes Redemption, including, for the avoidance of doubt (i) the Credit Facilities Payoff Amount to the applicable administrative agent (for such administrative agent’s own benefit and the benefit of the lenders (and other secured parties) under the Credit Facilities or other facilities, as applicable) in accordance with the applicable terms of the Credit Facilities, and (ii) the Existing Notes Redemption Amount to the trustee under the Existing Notes Indenture in accordance with the applicable terms of the Existing Notes Indenture. (d) If (and only if) the Agreed Stock Consideration Value equals €0, the Buyer shall deliver to the Adjustment Escrow Agent, by wire transfer of immediately available funds to such bank account(s) designated in writing by the Adjustment Escrow Agent (such designation to be made at least three (3) Business Days prior to the Closing DateDesignated Account), the Adjustment Escrow Amount for deposit in the Adjustment Escrow Account, to be held by the Adjustment Escrow Agent in the Adjustment Escrow Account and distributed by the Adjustment Escrow Agent in accordance with the terms of this Agreement; (d) The Company shall deliver its Supporting Documents to the Adjustment Escrow Agreement Purchasers. 6.2.2 The Company shall convene and hold a meeting of its Board, at which meeting the directors shall pass resolutions, inter alia, to record the transfer of the Sale Shares in the name of each of the Purchasers and in the proportions as set out in Schedule 8 and deliver certified copies of such resolutions to the Purchasers upon receipt of the duly executed receipt from the depository of the Purchasers acknowledging the transfer of the Sale Shares to each of the Purchasers and the applicable provisions Company shall take such other actions as may be required under its Charter Documents or by Applicable Law, in respect of the performance of the various obligations under this Agreement. (e) 6.2.3 The Buyer shall pay, on behalf Parties agree that each of the applicable members actions provided for in Clause 6.2 (Closing Actions) above shall take place on the Closing Date simultaneously with each of the Company Grouptransactions set out in clause 6.2.1 on the First Closing Date under the Restated Long Form SPA, by wire transfer of immediately available funds to such bank account(s) designated in writing by each Person to whom any portion and none of the Company Expenses is owed above mentioned transactions shall be consummated unless all such transactions have been completed or complied with. The Parties shall take all measures and do all acts, deeds, matters and things as may be required to ensure that all the events contemplated under Clause 6.2.1 (such designation to be made at least three (3Closing Actions) Business Days prior to are initiated and completed on the Closing Date), an amount in cash equal to the portion of the Company Expenses owing to such Person; provided, however, that the Company shall use reasonable best efforts to deliver or cause to be delivered to the Buyer at least three (3) Business Days prior to the Closing final invoices, wire instructions and all other information necessary for payment at Closing with respect to such Company Expenses payable at the Closing (to the extent applicable), provided, that if any final invoice, wire instructions or other information necessary for payment with respect to such Company Expenses is delivered to the Buyer after the date that is three (3) Business Days prior to the Closing, then the Buyer will be permitted to pay an amount in cash equal to the portion of the Company Expenses owing to such Person within three (3) Business Days following the receipt of such final invoice, wire instructions or other information necessary for payment with respect to such Company Expenses. To the extent any Company Expenses related to any retention awards set forth on Section 5.15(g) of the Disclosure Letter are not payable until after the Closing, on the date of the next regularly scheduled payroll following when any such Company Expenses become due and payable, the Buyer shall pay, on behalf of the Company, through payroll of the applicable Company Group member to each Person to whom any portion of the Company Expenses is owed (or by the Company on any such Person’s behalf) (in each case, subject to the last sentence of Section 2.6 (regarding “wages”)), an amount in cash equal to the portion of the Company Expenses owing to such Person net of any applicable withholding Taxes. (f) If (and only if) the Agreed Stock Consideration Value equals €0, the Buyer shall deliver to the Seller and the Adjustment Escrow Agent, a copy of the Adjustment Escrow Agreement, duly executed by the Buyer. (g) If (and only if) the Agreed Stock Consideration Value equals €0, the Seller shall deliver to the Buyer a copy of the Adjustment Escrow Agreement, duly executed by the Seller and the Adjustment Escrow Agent. (h) Each of the Parties agrees that the Closing shall be effected by way of certain customary “notary” processes pursuant to the applicable Laws of the Netherlands, and each of the Parties shall cooperate with the other in good faith to identify and agree on a Dutch notary and the steps necessary to implement such processes as required pursuant to the Laws of the Netherlands to effectuate the Closing in accordance with the intentions of the Parties as set forth in the foregoing clauses of this Section 2.2.

Closing Actions. (a) At the Closing, the following actions shall be taken by the Partiessubject to Section 2.4: (ai) The Buyer shall pay make the following payments: (A) to Seller an amount equal to the Seller Estimated Purchase Price less the Aggregate Escrow Amount, which amount shall be paid by wire transfer of immediately available funds to such bank account(s) an account designated by Seller to Buyer in writing by the Seller no later than two (such designation to be made at least three (32) Business Days prior to the Closing Date); (B) with respect to each Payoff Letter provided to Seller in accordance with Section 6.12, the Cash Consideration in respect amount of the Purchased Interests. (b) The Buyer shall issue the Agreed Shares, if any, Company Debt set forth therein to the Seller (lender or any of its wholly-owned Subsidiaries as designated by lenders entitled thereto, which amounts shall be paid in accordance with the Seller to the Buyer in writing) and shall deliver to the Seller (or any of its wholly-owned Subsidiaries as designated by the Seller to the Buyer in writing) evidence of such issuance in non-certificated book-entry form, in each case duly authorized and validly issued, fully paid and nonassessable, and delivered free and clear of any Encumbrances except those imposed under applicable securities Laws. (c) The Buyer shall pay, on behalf of the applicable members of the Company Group, (i) the amounts as instructions set forth in each of the payoff letter(sapplicable Payoff Letter; (C) delivered pursuant to Section 7.21 (and, to the extent applicable, Section 7.15(d)(xi)) to such Persons as set forth in such payoff letter with respect to all Indebtedness each Person entitled to be repaid on the Closing Date and the appropriate amounts payable in respect receive a portion of the Notes RedemptionEstimated Seller Transaction Expenses, includingthe amount of such portion of the Estimated Seller Transaction Expenses, which shall be paid to such Person in accordance with the instructions provided by Seller to Buyer in writing no later than two (2) Business Days prior to Closing (which instructions may, for the avoidance of doubt (i) doubt, provide for any such payment to be made the Credit Facilities Payoff Amount Company for further payment at Closing to the applicable administrative agent Person); and (for such administrative agent’s own benefit D) the Purchase Price Adjustment Escrow Amount into the Purchase Price Adjustment Escrow Account and the benefit of Indemnity Escrow Amount into the lenders (and other secured parties) under Indemnity Escrow Account, in each case pursuant to the Credit Facilities or other facilities, as applicable) in accordance with the applicable terms of the Credit Facilities, and Escrow Agreement. (ii) the Existing Notes Redemption Amount to the trustee under the Existing Notes Indenture in accordance with the applicable terms of the Existing Notes Indenture. (d) If (and only if) the Agreed Stock Consideration Value equals €0, the Buyer shall deliver to Seller the Adjustment Escrow Agent, by wire transfer of immediately available funds to such bank account(s) designated in writing by the Adjustment Escrow Agent (such designation to be made at least three (3) Business Days prior to the Closing Date), the Adjustment Escrow Amount for deposit in the Adjustment Escrow Account, to be held by the Adjustment Escrow Agent in the Adjustment Escrow Account and distributed by the Adjustment Escrow Agent in accordance with the terms of the Adjustment Escrow Agreement and the applicable provisions of this Agreement.following: (e) The Buyer shall pay, on behalf of the applicable members of the Company Group, by wire transfer of immediately available funds to such bank account(s) designated in writing by each Person to whom any portion of the Company Expenses is owed (such designation to be made at least three (3) Business Days prior to the Closing Date), an amount in cash equal to the portion of the Company Expenses owing to such Person; provided, however, that the Company shall use reasonable best efforts to deliver or cause to be delivered to the Buyer at least three (3) Business Days prior to the Closing final invoices, wire instructions and all other information necessary for payment at Closing with respect to such Company Expenses payable at the Closing (to the extent applicable), provided, that if any final invoice, wire instructions or other information necessary for payment with respect to such Company Expenses is delivered to the Buyer after the date that is three (3) Business Days prior to the Closing, then the Buyer will be permitted to pay an amount in cash equal to the portion of the Company Expenses owing to such Person within three (3) Business Days following the receipt of such final invoice, wire instructions or other information necessary for payment with respect to such Company Expenses. To the extent any Company Expenses related to any retention awards set forth on Section 5.15(g) of the Disclosure Letter are not payable until after the Closing, on the date of the next regularly scheduled payroll following when any such Company Expenses become due and payable, the Buyer shall pay, on behalf of the Company, through payroll of the applicable Company Group member to each Person to whom any portion of the Company Expenses is owed (or by the Company on any such Person’s behalf) (in each case, subject to the last sentence of Section 2.6 (regarding “wages”)), an amount in cash equal to the portion of the Company Expenses owing to such Person net of any applicable withholding Taxes. (f) If (and only ifA) the Agreed Stock Consideration Value equals €0, the Buyer shall deliver to the Seller and the Adjustment Escrow Agent, a copy of the Adjustment Escrow Agreement, duly executed by Buyer and the BuyerEscrow Agent. (giii) If (and only if) the Agreed Stock Consideration Value equals €0, the Seller shall deliver to Buyer: (A) all proper and necessary instruments for the Buyer a copy conveyance of all of Seller’s right, title and interest in, to and under the Adjustment Company Interests; and (B) the Escrow Agreement, duly executed by the Seller and the Adjustment Escrow AgentSeller. (h) Each of the Parties agrees that the Closing shall be effected by way of certain customary “notary” processes pursuant to the applicable Laws of the Netherlands, and each of the Parties shall cooperate with the other in good faith to identify and agree on a Dutch notary and the steps necessary to implement such processes as required pursuant to the Laws of the Netherlands to effectuate the Closing in accordance with the intentions of the Parties as set forth in the foregoing clauses of this Section 2.2.

Closing Actions. At the Closing, the following actions shall be taken by the Partiesoccur: (a) The Buyer Buyers shall pay to the Seller by wire transfer of immediately available funds to such bank account(s) designated in writing by the Seller (such designation to be made at least three (3) Business Days prior to the Closing Date), the Cash Consideration to Sellers in respect of the Purchased Interests.accordance with Section 2.1(c); (b) The Buyer KMI and HSR shall issue execute and deliver an Assignment of Membership Interest to HSR effective as of the Agreed Shares, if any, to Effective Time in the Seller (or any of its wholly-owned Subsidiaries form attached hereto as designated by the Seller to the Buyer in writing) and shall deliver to the Seller (or any of its wholly-owned Subsidiaries as designated by the Seller to the Buyer in writing) evidence of such issuance in non-certificated book-entry form, in each case duly authorized and validly issued, fully paid and nonassessable, and delivered free and clear of any Encumbrances except those imposed under applicable securities Laws.Exhibit D; (c) The Buyer KNGG and HSG shall payexecute such Conveyance Documents as may be appropriate to transfer the Gathering Assets to HSG, on behalf subject to the Permitted Encumbrances, and without warranty, express or implied, except as provided in this Agreement, effective as of the applicable members Effective Time and containing such provisions as may be appropriate to cause HSG to assume all obligations arising under the Intangibles attributable to the period from and after the Effective Time; and taking into account any changes in the Gathering Assets since the date hereof, such as additions thereto, dispositions or terminations of any portion thereof, amendments, new Contracts or Permits, change in Effective Time, exercise by Sellers of the Company Groupright to retain the Optional Excluded Assets, (i) failure to obtain any required consent to assignment from any third party or other matters that may need to be taken into account in order that the amounts as set forth in each mutually agreed upon forms of the payoff letter(s) delivered Conveyance Documents are appropriate to transfer the Gathering Assets as they exist, and may be assigned, at the time of the Closing to HSG and for HSG to assume all obligations arising under the Intangibles as they exist at the time of Closing attributable to the period from and after the Effective Time; in this connection it is understood that, subject to Section 2.8, the Rights-of-Way that are also used in connection with the Excluded Assets will be transferred pursuant to Section 7.21 (andthe form of Partial Assignment attached hereto as Exhibit E, the Plant Interest will be transferred pursuant to the extent applicableform of Assignment of Plant Interest attached hereto as Exhibit F, Section 7.15(d)(xi)) to such Persons as set forth in such payoff letter with respect to all Indebtedness to be repaid on the Closing Date and the appropriate amounts payable in respect station site leases that are part of the Notes Redemption, including, for the avoidance of doubt (i) the Credit Facilities Payoff Amount Gathering Assets shall be transferred pursuant to the applicable administrative agent (for such administrative agent’s own benefit and form of Assignment of Station Site Leasehold Interest attached hereto as Exhibit G, the benefit fee properties that are part of the lenders (and other secured parties) under Gathering Assets will be transferred pursuant to the Credit Facilities or other facilities, form of Deed attached hereto as applicable) in accordance with the applicable terms of the Credit FacilitiesExhibit H, and (ii) the Existing Notes Redemption Amount all other Gathering Assets shall be transferred pursuant to the trustee under form of Assignment, Xxxx of Sale and Conveyance attached hereto as Exhibit I, or variations thereof mutually acceptable to the Existing Notes Indenture in accordance with the applicable terms of the Existing Notes IndentureParties. (d) If (and only if) the Agreed Stock Consideration Value equals €0, the Buyer HSG shall deliver to KNGG and KMI a full and complete release of all their obligations under the Adjustment Escrow Agent, Master Equipment Lease executed by wire transfer of immediately available funds to such bank account(s) designated in writing by the Adjustment Escrow Agent (such designation to be made at least three (3) Business Days prior to the Closing Date), the Adjustment Escrow Amount for deposit in the Adjustment Escrow Account, to be held by the Adjustment Escrow Agent in the Adjustment Escrow Account and distributed by the Adjustment Escrow Agent in accordance with the terms of the Adjustment Escrow Agreement and the applicable provisions of this Agreement.Master Equipment Lessor; (e) The Buyer Sellers shall deliver an affidavit of non-foreign ownership and shall deliver to Buyers an executed Colorado Revenue Form 1083, or the parties shall otherwise satisfy Colorado withholding tax requirements; (f) Sellers shall execute and deliver releases of the mortgages, liens and security interests granted to Sellers pursuant to Section 2.4(g); (g) Subject to the provisions of Section 2.11(a), (b), (c) and (d), Sellers shall make available to Buyers at Sellers' offices any of the Books and Records that have not previously been delivered to Buyers; and (h) Sellers shall pay, on behalf of the applicable members of the Company Group, by wire transfer of immediately available funds to such bank account(s) designated in writing by each Person to whom any portion of the Company Expenses is owed (such designation to be made at least three (3) Business Days prior to the Closing Date), an amount in cash equal to the portion of the Company Expenses owing to such Person; provided, however, that the Company shall use reasonable best efforts to deliver or cause to be delivered to paid, the Buyer at least three (3) Business Days prior to the Closing final invoices, wire instructions and all other information necessary for payment at Closing with respect to such Company Expenses payable at the Closing (to the extent applicable), provided, that if any final invoice, wire instructions or other information necessary for payment with respect to such Company Expenses is delivered to the Buyer after the date that is three (3) Business Days prior to the Closing, then the Buyer will be permitted to pay an outstanding principal amount in cash equal to the portion of the Company Expenses owing loans made by HSG to such Person within three (3) Business Days following the receipt of such final invoice, wire instructions or other information necessary for payment with respect to such Company Expenses. To the extent any Company Expenses related to any retention awards set forth on Section 5.15(g) of the Disclosure Letter are not payable until after the Closing, on the date of the next regularly scheduled payroll following when any such Company Expenses become due KNGG and payable, the Buyer shall pay, on behalf of the Company, through payroll of the applicable Company Group member to each Person to whom any portion of the Company Expenses is owed (or by the Company on any such Person’s behalf) (in each case, subject to the last sentence of Section 2.6 (regarding “wages”)), an amount in cash equal to the portion of the Company Expenses owing to such Person net of any applicable withholding Taxes. (f) If (and only if) the Agreed Stock Consideration Value equals €0, the Buyer shall deliver to the Seller and the Adjustment Escrow Agent, a copy of the Adjustment Escrow Agreement, duly executed by the Buyer. (g) If (and only if) the Agreed Stock Consideration Value equals €0, the Seller shall deliver to the Buyer a copy of the Adjustment Escrow Agreement, duly executed by the Seller and the Adjustment Escrow Agent. (h) Each of the Parties agrees that the Closing shall be effected by way of certain customary “notary” processes KNWTLLC pursuant to the applicable Laws of the Netherlands, and each of the Parties shall cooperate with the other in good faith to identify and agree on a Dutch notary and the steps necessary to implement such processes as required pursuant to the Laws of the Netherlands to effectuate the Closing in accordance with the intentions of the Parties as set forth in the foregoing clauses of this Section 2.25.3.20.