Common use of Closing Actions Clause in Contracts

Closing Actions. 4.2.1 At the Closing Date, the Parties shall perform the following actions for the transfer of the Shares for which they are responsible: each Party shall deliver to the other Parties evidence that it is duly authorised to sign this Agreement; the Seller shall deliver to the Purchaser the agreed form of the Escrow Agreement executed by the Seller; the Purchaser shall deliver to the Seller the agreed form of the Escrow Agreement executed by the Purchaser; the Seller shall deliver to the Purchaser evidence that it has remedied any failure or omission to comply with Laws regarding the publication of, or the exemption to publish, the annual accounts of any of the Group Companies; MVO B.V. and Nooren B.V. shall deliver to the Purchaser the agreed form of the relevant Management Services Agreement executed by MVO B.V. and Nooren B.V., respectively; the Seller, MVO B.V. and Nooren B.V., as the case may be, shall give to the Purchaser statements duly signed by the Seller, MVO B.V. and Nooren B.V. or, as the case may be, any other person (not being any Group Company) being a director of any Group Company, in which each of them (i) resigns as director of the Company and/or any of the Company Subsidiaries, as the case may be, and (ii) waives all rights and claims it may have against the Company (except for certain disclosed running claims from existing management agreements or any of the Company Subsidiaries), as the case may be, and the Purchaser shall give full discharge to each former director of the Company and the Subsidiaries; and each Party shall take all other action required for the execution of the notarial deed of transfer referred to in Clause 4.2.2. 4.2.2 The Seller shall transfer the Shares to the Purchaser, the Purchaser shall accept the transfer and the Seller shall procure that the Company shall acknowledge the transfer, the foregoing to be effected by execution by the Seller, the Purchaser and the Company, before the Notary, of a notarial deed of transfer in Agreed Terms.

Closing Actions. 4.2.1 (a) At or prior to Closing, upon the Closing Dateterms and subject to the conditions of this Agreement, and subject to the simultaneous performance by Purchaser of its obligations pursuant to Section 6.3(b), Seller shall deliver (or cause to be delivered) to Purchaser, the Parties shall perform following: (i) a copy of the following actions PETRONAS Approval; (ii) two original share transfer forms for each of the ▇▇▇▇▇▇ ▇▇▇▇▇ Sale Shares and ▇▇▇▇▇▇ Sarawak Sale Shares in Agreed Form in favour of Purchaser duly executed by Seller; (iii) the existing share certificates relating to the Sale Shares; (iv) duly executed letters of resignation and deeds of release, in Agreed Form, with effect from Closing, of each existing director of each Sale Company; (v) a certified true copy of a secretary’s certificate of the resolutions passed by each Sale Company's directors approving each of the following, subject only to Closing: (A) the registration of the transfer of the Sale Shares for which they are responsible: each Party shall deliver to Purchaser; (B) the cancellation of the existing share certificates relating to the Sale Shares and the issuance of new share certificates in the name of Purchaser evidencing ownership of the Sale Shares; (C) the resignations of each existing director of each Sale Company confirming that they have no claims against the relevant Sale Company for loss of office, arrears of pay or otherwise howsoever and releasing them from all liabilities and the appointment of such directors, as may be duly notified by Purchaser to Seller at least ten (10) Business Days prior to Closing or such other Parties evidence that it is duly authorised period as may be agreed between Seller and Purchaser, as a director of such Sale Company; (D) the entry of Purchaser into the register of members of each of the Sale Companies; (E) the change of names of ▇▇▇▇▇▇ Sarawak and ▇▇▇▇▇▇ ▇▇▇▇▇ to sign such names as may be informed by Purchaser to Seller at least ten (10) Business Days prior to Closing (or such other period as may be agreed between Seller and Purchaser) effective as of Closing; and (F) the designation of the registered office or registered agent requested by Purchaser at least ten (10) Business Days prior to Closing (or such other period as may be agreed between Seller and Purchaser) as the registered office or registered agent of such Sale Company effective as of Closing; (vi) the certificate of incorporation, articles of association, registers of directors and members, and statutory and minute books of each Sale Company; and (vii) the Hard Disk. (b) At or prior to Closing, upon the terms and subject to the conditions of this Agreement; the Seller shall deliver , and subject to the Purchaser the agreed form simultaneous performance by Seller of the Escrow Agreement executed by the Seller; the its obligations pursuant to Section 6.3(a), Purchaser shall deliver (or cause to the be delivered) to Seller the agreed form following: (i) payment by Purchaser of the Escrow Agreement Closing Payment Amount in accordance with Section 4.3; and (ii) two original share transfer forms for the ▇▇▇▇▇▇ ▇▇▇▇▇ Sale Shares and the ▇▇▇▇▇▇ Sarawak Sale Shares in Agreed Form duly executed by Purchaser. (c) If Seller has failed to perform its obligations under Section 6.3(a), and/or Purchaser has failed to perform its obligations under Section 6.3(b), then (in addition to and without prejudice to all other rights or remedies available to each Party under or pursuant to this Agreement and the Purchaser; right to claim damages for breach of this Agreement) Closing shall be deferred once for ten (10) Business Days. If upon the Seller shall deliver to the Purchaser evidence that it has remedied any failure or omission to deferred date for Closing a Party does not comply with Laws regarding the publication of, its obligations under Section 6.3(a) or the exemption to publish, the annual accounts of any of the Group Companies; MVO B.V. and Nooren B.V. shall deliver to the Purchaser the agreed form of the relevant Management Services Agreement executed by MVO B.V. and Nooren B.V., respectively; the Seller, MVO B.V. and Nooren B.V., 6.3(b) (as the case may be), the non-defaulting Party (which shall give be Seller, in the case of a default by Purchaser, and Purchaser, in the case of a default by Seller) may terminate this Agreement by notice to the defaulting Party in accordance with Section 12.1 or elect to proceed to Closing to the extent practicable. Any election to proceed to Closing shall be without prejudice to any accrued rights and liabilities of the Parties and the rights of a Party to claim damages for breach of this Agreement. (d) Purchaser statements duly signed by the Seller, MVO B.V. and Nooren B.V. or, as the case may be, any other person (not being any Group Company) being a director of any Group Company, in which each of them shall cooperate with Seller to (i) resigns as director provide notices of the Company and/or any sale and purchase of the Company Subsidiaries, as Sale Shares in Agreed Form to PETRONAS and each of the case may be, Other Participants and (ii) waives use reasonable endeavours to ensure that all rights other pertinent Governmental Entities and claims it may counterparties to the Material Contracts and Material Agreements have against the Company (except for certain disclosed running claims from existing management agreements or any been notified of the Company Subsidiaries), as the case may be, sale and the Purchaser shall give full discharge to each former director purchase of the Company and the Subsidiaries; and Sale Shares, in each Party shall take all other action required for the execution case, within five (5) Business Days of the notarial deed of transfer referred to in Clause 4.2.2Closing Date. 4.2.2 The Seller shall transfer the Shares to the Purchaser, the Purchaser shall accept the transfer and the Seller shall procure that the Company shall acknowledge the transfer, the foregoing to be effected by execution by the Seller, the Purchaser and the Company, before the Notary, of a notarial deed of transfer in Agreed Terms.

Closing Actions. 4.2.1 At i. Incomnet shall concurrently herewith deliver to Ciera at the Closing Date, the Parties shall perform the following actions for the transfer Facilities all of the Shares for which they are responsible: each Party shall deliver Assets, free and clear of all Encumbrances, pursuant to the other Parties evidence that it is duly authorised to sign this Agreement; the Seller shall deliver to the Purchaser the agreed form of bill of sale attached heret▇ ▇▇ Exhibit "A" and the Escrow Agreement executed by the Seller; the Purchaser shall deliver to the Seller the agreed form of assignment and assumption agreement attached hereto as Exhibit "B" (the Escrow Agreement executed by "Assignment and Assumption Agreement"); ii. Incomnet shall promptly file with the Purchaser; the Seller shall deliver to the Purchaser evidence that it has remedied any failure or omission to comply with Laws regarding the publication of, or the exemption to publish, the annual accounts Secretary of any State of the Group CompaniesState of Delaware an amendment to its certificate of incorporation, changing the name of Incomnet, and shall promptly upon receipt, provide evidence of such filing to Ciera; MVO B.V. and iii. Incomnet shall concurrently herewith cause (A) the liens held by Gold & Appel and Nooren B.V. shall deliver to the Purchaser the agreed form of the relevant Management Services Agreement executed by MVO B.V. and Nooren B.V., respectively; the Seller, MVO B.V. and Nooren B.V., as the case may be, shall give to the Purchaser statements duly signed by the Seller, MVO B.V. and Nooren B.V. or, as the case may be, Seller Stockholder (▇▇▇ any other person (not being liens held by any Group Companyother Person) being a director of any Group Company, in which each of them (i) resigns as director of the Company and/or any of the Company Subsidiaries, as the case may beto be released, and (iiB) waives if necessary, the filing of all rights and claims it may have against necessary UCC termination statements to evidence the Company (except for certain disclosed running claims termination of such liens. i. Ciera shall concurrently herewith assume from existing management agreements or any Incomnet all of the Company SubsidiariesAssumed Liabilities pursuant to the form of Assignment and Assumption Agreement; ii. Ciera shall concurrently herewith pay to Incomnet $1,750,000.00 in immediately available funds (the "Cash Consideration"). At Incomnet's request, the Cash Consideration may be wired directly to Incomnet's senior secured creditor in satisfaction of a portion of Incomnet's senior secured debt; iii. Ciera shall concurrently herewith deliver to Incomnet a promissory note in the principal amount of $750,000 (the "Note"), which Note shall bear interest at the rate of eight percent (8%) per annum and shall be due and payable as follows: (1) monthly installments of interest only, due and payable on the case may besame day of each of the first, second and third months after the Effective Date, (2) monthly installments of $50,000 each, due and payable on the same day of each of the fourth and fifth months after the Effective Date, to be applied first to interest and the remainder, if any, to principal, and the Purchaser shall give full discharge to each former director (3) one final payment of the Company entire outstanding principal balance of the Note, together with all accrued but unpaid interest thereon, on the date that is six months after the Effective Date. The Note shall be secured by a second lien on the Accounts Receivable, subordinated to the liens of Ciera's senior secured lender, RFC Capital Corporation; and iv. GlobalCom shall concurrently herewith issue and deliver to Incomnet 125,000 shares of common stock of GlobalCom, par value $.001 per share (the "GlobalCom Stock"). Ciera and GlobalCom acknowledge and agree that Incomnet shall have the right to transfer and assign all of its rights, titles and interests in and to the Cash Consideration, the Note and the Subsidiaries; and each Party shall take all other action required for the execution of the notarial deed of transfer referred GlobalCom Stock to in Clause 4.2.2Seller Stockholder. 4.2.2 The Seller shall transfer the Shares to the Purchaser, the Purchaser shall accept the transfer and the Seller shall procure that the Company shall acknowledge the transfer, the foregoing to be effected by execution by the Seller, the Purchaser and the Company, before the Notary, of a notarial deed of transfer in Agreed Terms.

Closing Actions. 4.2.1 At 5.2.1 On the Closing Date, the Parties shall perform the following actions for (the transfer “Closing Actions”): (i) the Purchaser shall pay the Purchase Price to the Sellers by transferring each of the Shares for which they are responsible: each Party amounts set out in Clause 3.1.2 to the respective Seller by means of a wire transfer to the bank account designated by such Seller and notified by it to the Purchaser at least three Business Days before the Closing Date. (ii) Frontline and Famatown shall deliver the Frontline Shares and the Famatown Shares, respectively, to the other Parties evidence that Purchaser by transferring such Sale Shares into the securities account(s) of the Purchaser as notified by it is duly authorised to sign this Agreement; the Seller Sellers at least three Business Days before the Closing Date, in accordance with the provisions of Schedule to the extent applicable. (iii) the Sellers shall deliver to the Purchaser the agreed form a written statement confirming receipt of the Escrow Agreement executed by the Seller; the Purchaser shall deliver Purchase Price in a form reasonably acceptable to the Seller Purchaser. (iv) the agreed form of the Escrow Agreement executed by the Purchaser; the Seller Sellers shall deliver to the Purchaser evidence that it has remedied duly executed resignation letters by ▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ and ▇▇. ▇▇▇▇ ▇. ▇▇▇▇▇▇ 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 failure or omission to comply with Laws regarding the publication of, or the exemption to publish, the annual accounts of time waive any of the Group Companies; MVO B.V. Closing Actions required to be done by the Sellers, and Nooren B.V. shall deliver 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 Closing Actions, then the Purchaser (if any of the Sellers fail to fulfil any of their Closing Actions) or the Sellers, acting jointly (if the Purchaser fails to fulfil any of its Closing Actions) may: (i) proceed to Closing to the Purchaser extent reasonably possible and permitted by Law, which shall include for the agreed form avoidance of doubt the relevant Management Services Agreement executed by MVO B.V. and Nooren B.V., respectively; the Seller, MVO B.V. and Nooren B.V., as the case may be, shall give right to the Purchaser statements duly signed by the Seller, MVO B.V. and Nooren B.V. or, as the case may be, any other person claim specific performance; (not being any Group Companyii) being a director of any Group Companydefer Closing, in which each event the provisions of them this Clause shall apply to Closing so deferred, provided that Closing cannot be deferred past the Long Stop Date; or (iiii) resigns as director of terminate this Agreement in accordance with Clause , in which case all Closing Actions already fulfilled shall be deemed null and void. Such termination right is without prejudice to any other rights or remedies which the Company and/or any of the Company Subsidiaries, as the case may be, and (ii) waives all rights and claims it non-defaulting Party may have under applicable Law against the Company (except for certain disclosed running claims from existing management agreements or any Party in breach of the Company Subsidiaries), as the case may be, and the Purchaser shall give full discharge to each former director of the Company and the Subsidiaries; and each Party shall take all other action required for the execution of the notarial deed of transfer referred to in Clause 4.2.2its Closing Actions. 4.2.2 The Seller shall transfer the Shares to the Purchaser, the Purchaser shall accept the transfer and the Seller shall procure that the Company shall acknowledge the transfer, the foregoing to be effected by execution by the Seller, the Purchaser and the Company, before the Notary, of a notarial deed of transfer in Agreed Terms.

Closing Actions. 4.2.1 (a) At the Share Exchange Closing, the matters set out in Clause 1 and Clause 2 will take place (save as otherwise set out therein). (b) Notwithstanding any other provision of this Agreement, without prejudice to any other rights and remedies the Purchaser, the Company or a Company Shareholder may have, if any provision of Clause 1.3(a) or Clause 2.6 is not complied with in all material respects by the Purchaser, or if any provision of Clause 1.3(b) or Clause 1.3(d) is not complied with in all material respects by the Company, or if any provision of Clause 1.3(c) is not complied with in all material respects by a Company Shareholder, the Purchaser, in the case of any such non-compliance by the Company or any Company Shareholder, or the Company, in the case of any such non-compliance by the Purchaser, shall be entitled, by written notice to the relevant other Party to (i) effect the Share Exchange Closing so far as practicable having regard to the defaults which have occurred (which may include, in the case of a Company Shareholder which has delivered its STF(s) but has otherwise failed to comply fully with Clause 1.3(c)), the Purchaser delivering the portion of the Exchange Shares due to such Company Shareholder to the Transfer and Centralising Agent to be delivered to such Company Shareholder promptly after such Company Shareholder has fulfilled all of its remaining obligations under Clause 1.3(c) or (ii) if such notice is not delivered in accordance with Clause 3.2(b)(i), a new date for the Share Exchange Closing shall be automatically fixed for ten (10) Business Days after the originally scheduled Share Exchange Closing Date, in which case this Clause 3.2(b) shall apply to the Parties shall perform Share Exchange Closing as deferred. If the following actions Party which has not complied in all material respects with its obligations has not done so by the new date fixed for the transfer Share Exchange Closing in accordance with Clause 3.2(b)(ii), the Party in compliance may elect not to proceed with the Transactions and deliver notice to terminate this Agreement fourteen (14) days after the originally scheduled Share Exchange Closing Date, whereupon Clause 11.2 and the second sentence of Clause 11.3 shall apply. (c) Notwithstanding the Shares for which they are responsible: each Party shall deliver to the other Parties evidence that it is duly authorised to sign this Agreement; the Seller shall deliver to the Purchaser the agreed form of the Escrow Agreement executed by the Seller; foregoing, the Purchaser shall deliver not issue any Exchange Shares to a Company Shareholder that has not delivered its STFs in accordance with Clause 1.3(c)(i). (d) Notwithstanding any other provision of this Agreement, without prejudice to any other rights and remedies the Seller the agreed form of the Escrow Agreement executed by the Purchaser; the Seller shall deliver to Company Shareholders or the Purchaser evidence that it has remedied any failure or omission to comply with Laws regarding the publication of, or the exemption to publishmay have, the annual accounts Company Shareholders and the Purchaser shall not be obliged to complete the sale and purchase of any of the Group Companies; MVO B.V. Company Shares unless the sale and Nooren B.V. shall deliver to the Purchaser the agreed form purchase of the relevant Management Services Agreement executed by MVO B.V. and Nooren B.V., respectively; the Seller, MVO B.V. and Nooren B.V., as the case may be, shall give to the Purchaser statements duly signed by the Seller, MVO B.V. and Nooren B.V. or, as the case may be, any other person (not being any Group Company) being a director of any Group Company, in which each of them (i) resigns as director all of the Company and/or any Shares and the issuance of all of the Company Subsidiaries, as the case may be, and (ii) waives all rights and claims it may have against the Company (except for certain disclosed running claims from existing management agreements or any of the Company Subsidiaries), as the case may be, and the Purchaser shall give full discharge to each former director of the Company and the Subsidiaries; and each Party shall take all other action required for the execution of the notarial deed of transfer referred to in Clause 4.2.2Exchange Shares are completed simultaneously. 4.2.2 The Seller shall transfer the Shares to the Purchaser, the Purchaser shall accept the transfer and the Seller shall procure that the Company shall acknowledge the transfer, the foregoing to be effected by execution by the Seller, the Purchaser and the Company, before the Notary, of a notarial deed of transfer in Agreed Terms.

Closing Actions. 4.2.1 At The Parties acknowledge and agree that it is a requirement for the sale 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 date hereof: (a) The Parties shall 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 Parties Sellers transfer ownership and deliver the Sale Shares to the Buyer and the Buyer, in turn, acquires and received the Sale Shares (the “Public Deed”). (b) The Sellers shall perform sign and deliver, or cause to be delivered, to the Buyer or the Notary the following actions 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 Commerce and Investment, communicating the foreign divestment in the Company by the applicable Individual Seller(s). (c) The Buyer shall sign and deliver, or cause to be delivered, to the Notary the following items: (i) powers of attorney sufficient for the execution of this Agreement and any other ancillary agreement; and (ii) the D-1A Form to be filed with the Spanish General Directorate of Commerce and Investment, communicating the foreign investment in the Company by the Buyer. (d) The Buyer and the Sellers, as shareholders of the Company, shall cause the Company to: (i) immediately prior to Closing, hold a Universal Shareholders Meeting of the Company approving, among others, the 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 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, (B) that the Sale Shares are free from any Liens, and (C) that all requirements for the transfer of the Sale Shares for which they are responsible: each Party shall deliver to the other Parties evidence that it is Buyer set forth by Law, the Company’s bylaws and any relevant agreement have been duly authorised to sign this Agreementcomplied with; the Seller shall deliver and (iv) execute an amendment to the Purchaser the agreed form non-competition agreement, dated as of the Escrow Agreement October 13, 2020, executed by the Seller; the Purchaser shall deliver to the Seller the agreed form of the Escrow Agreement executed by the Purchaser; the Seller shall deliver to the Purchaser evidence that it has remedied any failure or omission to comply with Laws regarding the publication of, or the exemption to publish, the annual accounts of any of the Group Companies; MVO B.V. and Nooren B.V. shall deliver to the Purchaser the agreed form of the relevant Management Services Agreement executed by MVO B.V. and Nooren B.V., respectively; the Seller, MVO B.V. and Nooren B.V., as the case may be, shall give to the Purchaser statements duly signed by the Seller, MVO B.V. and Nooren B.V. or, as the case may be, any other person (not being any Group Company) being a director of any Group Company, in which each of them (i) resigns as director of the Company and/or any of the Company Subsidiaries, as the case may be, and (ii) waives all rights and claims it may have against the Company (except for certain disclosed running claims from existing management agreements or any of the Company Subsidiaries), as the case may be, and the Purchaser shall give full discharge to each former director of between the Company and the Subsidiaries; and each Party shall take all other action required for the execution of the notarial deed of transfer referred to in Clause 4.2.2Entravision. 4.2.2 The Seller shall transfer the Shares to the Purchaser, the Purchaser shall accept the transfer and the Seller shall procure that the Company shall acknowledge the transfer, the foregoing to be effected by execution by the Seller, the Purchaser and the Company, before the Notary, of a notarial deed of transfer in Agreed Terms.

Closing Actions. 4.2.1 (a) At the Closing, subject to Section 2.4: (i) Buyer shall make the following payments: (A) to Seller an amount equal to the Estimated Purchase Price less the Aggregate Escrow Amount, which amount shall be paid by wire transfer of immediately available funds to an account designated by Seller to Buyer in writing no later than two (2) Business Days prior to the Closing Date; (B) with respect to each Payoff Letter provided to Seller in accordance with Section 6.12, the Parties amount of Company Debt set forth therein to the lender or lenders entitled thereto, which amounts shall perform be paid in accordance with the following actions instructions set forth in the applicable Payoff Letter; (C) with respect to each Person entitled to receive a portion of the Estimated Seller Transaction Expenses, the amount of such portion of the Estimated Seller Transaction Expenses, which shall be paid to such Person in accordance with the instructions provided by Seller to Buyer in writing no later than two (2) Business Days prior to Closing (which instructions may, for the transfer avoidance of doubt, provide for any such payment to be made the Company for further payment at Closing to the applicable Person); and (D) the Purchase Price Adjustment Escrow Amount into the Purchase Price Adjustment Escrow Account and the Indemnity Escrow Amount into the Indemnity Escrow Account, in each case pursuant to the terms of the Shares for which they are responsible: each Party Escrow Agreement. (ii) Buyer shall deliver to Seller the other Parties evidence that it is following: (A) the Escrow Agreement, duly authorised to sign this Agreement; executed by Buyer and the Escrow Agent. (iii) Seller shall deliver to Buyer: (A) all proper and necessary instruments for the Purchaser conveyance of all of Seller’s right, title and interest in, to and under the agreed form of Company Interests; and (B) the Escrow Agreement Agreement, duly executed by the Seller; the Purchaser shall deliver to the Seller the agreed form of the Escrow Agreement executed by the Purchaser; the Seller shall deliver to the Purchaser evidence that it has remedied any failure or omission to comply with Laws regarding the publication of, or the exemption to publish, the annual accounts of any of the Group Companies; MVO B.V. and Nooren B.V. shall deliver to the Purchaser the agreed form of the relevant Management Services Agreement executed by MVO B.V. and Nooren B.V., respectively; the Seller, MVO B.V. and Nooren B.V., as the case may be, shall give to the Purchaser statements duly signed by the Seller, MVO B.V. and Nooren B.V. or, as the case may be, any other person (not being any Group Company) being a director of any Group Company, in which each of them (i) resigns as director of the Company and/or any of the Company Subsidiaries, as the case may be, and (ii) waives all rights and claims it may have against the Company (except for certain disclosed running claims from existing management agreements or any of the Company Subsidiaries), as the case may be, and the Purchaser shall give full discharge to each former director of the Company and the Subsidiaries; and each Party shall take all other action required for the execution of the notarial deed of transfer referred to in Clause 4.2.2. 4.2.2 The Seller shall transfer the Shares to the Purchaser, the Purchaser shall accept the transfer and the Seller shall procure that the Company shall acknowledge the transfer, the foregoing to be effected by execution by the Seller, the Purchaser and the Company, before the Notary, of a notarial deed of transfer in Agreed Terms.

Closing Actions. 4.2.1 At the Closing Date, the Parties shall perform the following actions for the transfer of the Shares for which they are responsible: each Party shall deliver to the other Parties evidence that it is duly authorised to sign this Agreement; the Seller shall deliver to the Purchaser the agreed form of the Escrow Agreement executed by the Seller; the Purchaser shall Closing: (a) The Buyer shall: (i) deliver to the Seller the agreed form 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 executed 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 accounts as are designated by such lenders or other creditors, any amounts necessary to pay off all Indebtedness outstanding as of the Closing Date, but immediately prior to the Closing (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 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 connection therewith. (iv) deliver to all third parties, on behalf of Seller and the Corporation, and for their accounts, via wire transfer of immediately available funds to such bank and accounts as are designated 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 Purchaser; Company at the Seller shall Closing); (v) deliver to the Purchaser evidence that it has remedied any failure or omission to comply with Laws regarding the publication of, or the exemption to publish, the annual accounts of any Seller: (a) a copy of the Group Companiescharter 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; MVO B.V. (b) a certificate of good standing from the State of Delaware, and Nooren B.V. shall each jurisdiction in which it is duly qualified to transact business, dated as of a date no more than five (5) business Days prior to the Closing Date; and (c) a copy of the Buyer’s bylaws and certificate of incorporation, with all amendments thereto, certified by the Buyer’s secretary; and (vi) deliver to the Purchaser the agreed form Seller copies of the relevant Management Services Agreement executed by MVO B.V. and Nooren B.V., respectively; the Seller, MVO B.V. and Nooren B.V., as the case may be, shall give to the Purchaser statements resolutions or written consents duly signed adopted by the SellerBuyer’s board of directors, MVO B.V. certified by the Buyer’s secretary, authorizing the execution, delivery and Nooren B.V. orperformance of this Agreement and the other agreements contemplated hereby, as and the case may be, any other person consummation of all transactions contemplated hereby and thereby. (not being any Group Companyb) being a director of any Group Company, in which each of them The Seller shall: (i) resigns as director of deliver to the Company and/or any of Buyer stock certificates representing the Company Subsidiaries, as the case may be, Stock endorsed in blank and accompanied by stock powers executed in blank; (ii) waives all rights and claims it may have against deliver to the Company (except for certain disclosed running claims from existing management agreements or any Buyer the resignations, effective as of the Company Subsidiaries)Closing, as of each director and officer of the case may beCorporation, other than M▇▇▇ ▇▇▇▇▇; (iii) 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 Purchaser shall give full discharge to each former director organization, ownership and maintenance of the Company and Corporation, if not already located on the Subsidiaries; and each Party shall take all other action required for the execution premises of the notarial deed of transfer referred to in Clause 4.2.2. 4.2.2 The Seller shall transfer the Shares to the Purchaser, the Purchaser shall accept the transfer and the Seller shall procure that the Company shall acknowledge the transfer, the foregoing to be effected by execution by the Seller, the Purchaser and the Company, before the Notary, of a notarial deed of transfer in Agreed Terms.Corporation;

Closing Actions. 4.2.1 At (a) On the Closing Date, the Parties shall perform the following actions for the transfer of the Shares for which they are responsible: each Party Seller, as applicable, shall deliver to Buyer: (i) a ▇▇▇▇ of sale in the form of Exhibit A hereto (the “▇▇▇▇ of Sale”), duly executed by such Seller, transferring the Assets other Parties evidence 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 it such Seller is not a foreign person within the meaning of Section 1445 of the Internal Revenue Code of 1986, as amended, duly authorised executed by such Seller; (v) a certificate of the secretary of such Seller certifying to sign (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 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 Purchase Price as contemplated by this Agreement, with reasonable supporting details, duly executed by the Sellers; and (viii) such other documents, instruments or certificates as contemplated to be delivered by Sellers, or as shall be reasonably requested by Buyer and its counsel. (b) On the Seller Closing Date, Buyer shall deliver to Sellers: (i) the Purchaser Purchase Price, less the agreed form amount of the Escrow Buyer Deposit, by wire transfer of immediately available funds to the account(s) specified in writing by Sellers; (ii) each ▇▇▇▇ 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 Buyer’s Closing Certificate; and (iv) the Closing Statement, duly executed by Buyer. (c) At the Seller; the Purchaser Closing, Buyer and Sellers shall deliver to the Seller the agreed form of Escrow Holder joint written instructions instructing the Escrow Agreement executed Holder to deliver the Buyer Deposit to Sellers by the Purchaser; the Seller shall deliver wire transfer of immediately available funds to the Purchaser evidence that it has remedied any failure or omission to comply with Laws regarding the publication of, or the exemption to publish, the annual accounts of any of the Group Companies; MVO B.V. and Nooren B.V. shall deliver to the Purchaser the agreed form of the relevant Management Services Agreement executed an account designated by MVO B.V. and Nooren B.V., respectively; the Seller, MVO B.V. and Nooren B.V., as the case may be, shall give to the Purchaser statements duly signed by the Seller, MVO B.V. and Nooren B.V. or, as the case may be, any other person (not being any Group Company) being a director of any Group Company, in which each of them (i) resigns as director of the Company and/or any of the Company Subsidiaries, as the case may be, and (ii) waives all rights and claims it may have against the Company (except for certain disclosed running claims from existing management agreements or any of the Company Subsidiaries), as the case may be, and the Purchaser shall give full discharge to each former director of the Company and the Subsidiaries; and each Party shall take all other action required for the execution of the notarial deed of transfer referred to in Clause 4.2.2Sellers. 4.2.2 The Seller shall transfer the Shares to the Purchaser, the Purchaser shall accept the transfer and the Seller shall procure that the Company shall acknowledge the transfer, the foregoing to be effected by execution by the Seller, the Purchaser and the Company, before the Notary, of a notarial deed of transfer in Agreed Terms.

Closing Actions. 4.2.1 At The Parties shall meet at the offices of Freshfields Bruckhaus ▇▇▇▇▇▇▇▇ Rechtsanwälte Steuerberater PartG mbB, ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, or in such other location as agreed upon by the Parties in writing, on the tenth (10th) Business Days after the Unconditional Date, but in any event only (i) at the earliest four weeks after the information letter pursuant Section 9.4 has been issued to the German 613a Business Employees and (ii) on the last day of a calendar month or, if the last day of a calendar month is not a Business Day, on the next following Business Day, where the following actions (the Closing Actions which collectively constitute the Closing, and the date on which the last of those actions is taken the Closing Date) shall be taken simultaneously (Zug-um-Zug): (a) Seller shall cause the Local Sellers, and Purchaser shall cause the Local Purchasers, to enter into the Locals STAs; (b) Seller and Purchaser or a Purchaser Affiliate shall enter into (i) the Share Transfer Agreements; provided that, in the event applicable local Law requires that the Share Transfer Agreements be executed in advance of the Closing Date in order to make the transfer of the Sold Shares effective as of Closing, the Parties shall perform execute such Share Transfer Agreement at such earlier date; (ii) the following actions for CMA; (iii) the transfer of Trademark License Agreement; (iv) the Shares for which they are responsible: each Party shall deliver to Delimitation Agreement; (v) the other Parties evidence that it is duly authorised to sign this Transitional Services Agreement; and (vi) an assignment agreement covering the global assignment of all Sold IP Rights from Seller to Purchaser. (c) Purchaser shall (i) pay the Closing Payment Amount in accordance with Section 11.4(a) and (ii) procure payment of any Local Payments in accordance with Section 10.4. (d) Seller shall deliver to the Purchaser the agreed form a certificate, duly completed and executed pursuant to Sections 1.897-2(h) and 1.1445-2(c) of the Escrow Agreement executed United States Treasury Regulations, issued by the Seller; the Purchaser shall deliver to the Seller the agreed form of the Escrow Agreement executed by the Purchaser; the Seller shall deliver to the Purchaser evidence that it has remedied any failure or omission to comply with Laws regarding the publication of, or the exemption to publish, the annual accounts of any of the Group Companies; MVO B.V. and Nooren B.V. shall deliver to the Purchaser the agreed form of the relevant Management Services Agreement executed by MVO B.V. and Nooren B.V., respectively; the Seller, MVO B.V. and Nooren B.V., as the case may be, shall give to the Purchaser statements duly signed by the Seller, MVO B.V. and Nooren B.V. or, as the case may be, any other person (not being any Group Company) being a director of any Group Company, in which each of them (i) resigns as director of the Company and/or any of the Company Subsidiaries, as the case may be, and (ii) waives all rights and claims it may have against the Company (except for certain disclosed running claims from existing management agreements or any of the Company Subsidiaries), as the case may be, and the Purchaser shall give full discharge to each former director of the Company and the Subsidiaries; and each Party shall take all other action required for the execution of the notarial deed of transfer referred to in Clause 4.2.2. 4.2.2 The Seller shall transfer the Shares to the Purchaser, the Purchaser shall accept the transfer and the Seller shall procure ▇▇▇▇▇▇▇ inc certifying that the Company shall acknowledge the transfer, the foregoing to be effected by execution by the Seller, the Purchaser and the Company, before the Notary, shares of a notarial deed of transfer in Agreed Terms▇▇▇▇▇▇▇ inc are not United States real property interests.

Closing Actions. 4.2.1 At the Closing, the following transactions shall be taken: (a) Parent shall deliver: (i) to each Member who delivers a Letter of Transmittal to Parent no later than three (3) Business Days prior to the Closing Date, the Parties shall perform the following actions for the by wire transfer of the Shares for which they are responsible: each Party shall deliver immediately available funds to an account designated in such Letter of Transmittal, an amount in cash equal to the other Parties evidence that it is duly authorised Closing Cash Merger Consideration allocable to sign this Agreement; the Seller shall deliver such Member as set forth on Exhibit G (as updated pursuant to Section 2.4(f)); (ii) to the Purchaser Exchange Agent, an amount in cash equal to the agreed form difference, if any, between the Closing Cash Merger Consideration and the aggregate amount of the Closing Cash Merger Consideration distributed pursuant to Section 2.6(a)(i); (iii) to each Stockholder Member, to the accounts designated in writing by such Stockholder Member in its Letter of Transmittal delivered to Parent no later than three (3) Business Days prior to the Closing Date, such Stockholder Member’s allocable portion of the Stock Merger Consideration as set forth on Exhibit G (as updated pursuant to Section 2.4(f)); (iv) to the Escrow Agent, (x) the Working Capital Escrow Amount for deposit in the Working Capital Escrow Account and (y) the Indemnification Escrow Amount for deposit in the Indemnification Escrow Account, in each case, to be held by the Escrow Agent and distributed by the Escrow Agent in accordance with the terms of the Escrow Agreement executed and the applicable provisions of this Agreement; (v) by wire transfer of immediately available funds to the account or accounts designated in writing by each Person to whom any portion of the Credit Facility Payoff Amount is owed (such designation to be made at least two (2) Business Days prior to the Closing Date), an amount in cash equal to the portion of the Credit Facility Payoff Amount owing to such Person; (vi) by wire transfer of immediately available funds to the account or accounts designated in writing by each Person to whom any portion of the Company Expenses is owed (such designation to be made at least two (2) Business Days prior to the Closing Date), an amount in cash equal to the portion of the Company Expenses owing to such Person; (vii) to the Members’ Representative, by wire transfer of immediately available funds to the account or accounts designated in writing by the Seller; the Purchaser shall deliver Members’ Representative (such designation to be made at least two (2) Business Days prior to the Seller Closing Date), an amount in cash equal to the agreed form Members’ Representative Holdback; (viii) to the Members’ Representative and the Escrow Agent, an executed copy of the Escrow Agreement executed by the PurchaserAgreement; the Seller shall deliver and (ix) to the Purchaser evidence that it has remedied any failure or omission Members’ Representative and the Exchange Agent, an executed copy of an agreement with the Exchange Agent in customary form and reasonably acceptable to comply with Laws regarding Parent and the publication of, or Company (the exemption to publish, the annual accounts of any of the Group Companies; MVO B.V. and Nooren B.V. “Exchange Agent Agreement”). (b) The Members’ Representative shall deliver to the Purchaser the agreed form of the relevant Management Services Agreement executed by MVO B.V. and Nooren B.V., respectively; the Seller, MVO B.V. and Nooren B.V., as the case may be, shall give to the Purchaser statements duly signed by the Seller, MVO B.V. and Nooren B.V. or, as the case may be, any other person (not being any Group Company) being a director of any Group Company, in which each of them deliver: (i) resigns as director to Parent and the Escrow Agent, an executed copy of the Company and/or any of the Company Subsidiaries, as the case may be, and Escrow Agreement; and (ii) waives all rights to Parent and claims it may have against the Company (except for certain disclosed running claims from existing management agreements or any Exchange Agent, an executed copy of the Company Subsidiaries), as the case may be, and the Purchaser shall give full discharge to each former director of the Company and the Subsidiaries; and each Party shall take all other action required for the execution of the notarial deed of transfer referred to in Clause 4.2.2Exchange Agent Agreement. 4.2.2 The Seller shall transfer the Shares to the Purchaser, the Purchaser shall accept the transfer and the Seller shall procure that the Company shall acknowledge the transfer, the foregoing to be effected by execution by the Seller, the Purchaser and the Company, before the Notary, of a notarial deed of transfer in Agreed Terms.

Closing Actions. 4.2.1 At the Closing DateClosing, the Parties shall perform take the following Closing actions in the order listed below: a) The Purchaser shall: i) pay, by way of electronic transfer, the Cash Consideration to the Seller’s Bank Account; ii) issue and allot, or procure the issuance and allotment of, the Agreed Consideration Shares by the Issuer to the Seller; and iii) deliver (or procure the delivery of) to the Seller: (A) a copy of the board minutes or unanimous resolutions in writing of the board of the Seller approving the transactions contemplated by this Agreement (including the sale of the Shares pursuant hereto), (B) a share certificate for the Agreed Consideration Shares, executed by the Issuer (unless share certificates are not issued by the Issuer to holders of the same class of shares as the Agreed Consideration Shares generally) and (C) a copy of the updated register of members or equivalent shareholder register of the Issuer showing the Seller as the registered holder of the Agreed Consideration Shares. b) The Seller shall deliver (or procure the delivery of) to the Purchaser: i) the share certificate(s) in respect of the Shares, an indemnity in respect of any lost share certificates or confirmation in form and substance satisfactory to the Purchaser (acting reasonably) that no such share certificate(s) have been issued in respect of the Shares; ii) a share transfer form in respect of the Shares duly executed by the Seller in favour of the Purchaser; iii) a copy of the board minutes or unanimous resolutions in writing of the board of the Purchaser approving the transactions contemplated by this Agreement (including the issuance of the Agreed Consideration Shares by the Issuer); and iv) a copy of the board minutes or unanimous resolutions in writing of the board of the Company approving (A) the registration of the transfer of the Shares for which they are responsible: each Party shall deliver to the other Parties evidence Shares, (B) that it is duly authorised to sign this Agreement; the Seller shall deliver to the Purchaser the agreed form of the Escrow Agreement executed by the Seller; the Purchaser shall deliver to be registered as the Seller the agreed form holder of the Escrow Agreement Shares in the Company’s register of members and (C) that a new share certificate in respect of the Shares shall be executed by the Purchaser; the Seller shall deliver to the Purchaser evidence that it has remedied any failure or omission to comply with Laws regarding the publication of, or the exemption to publish, the annual accounts of any of the Group Companies; MVO B.V. and Nooren B.V. shall deliver to the Purchaser the agreed form of the relevant Management Services Agreement executed by MVO B.V. and Nooren B.V., respectively; the Seller, MVO B.V. and Nooren B.V., as the case may be, shall give to the Purchaser statements duly signed by the Seller, MVO B.V. and Nooren B.V. or, as the case may be, any other person (not being any Group Company) being a director of any Group Company, in which each of them (i) resigns as director of the Company and/or any of the Company Subsidiaries, as the case may be, and (ii) waives all rights and claims it may have against the Company (except for certain disclosed running claims from existing management agreements or any of the Company Subsidiaries), as the case may be, and the Purchaser shall give full discharge to each former director of the Company and the Subsidiaries; and each Party shall take all other action required for the execution of the notarial deed of transfer referred to in Clause 4.2.2. 4.2.2 The Seller shall transfer the Shares delivered to the Purchaser, the Purchaser shall accept the transfer and the Seller shall procure that the Company shall acknowledge the transfer, the foregoing to be effected by execution by the Seller, the Purchaser and the Company, before the Notary, of a notarial deed of transfer in Agreed Terms.

Closing Actions. 4.2.1 At (a) Subject to Section 3.4, Parent shall pay, or shall cause the Surviving Corporation or its Subsidiaries, as applicable, to pay, the following payments: (i) at the Closing, to each holder of Common Stock an amount equal to the Closing DateCommon Share Price multiplied by the number of shares of Common Stock (other than Dissenting Shares) owned by such holder immediately prior to the Effective Time; (ii) reasonably promptly following the Closing, to each holder of an Option the amounts payable (if any) pursuant to Sections 2.2 and 2.3 in respect of such Option, less applicable federal, state and local income Tax withholding and Social Security, Medicare, state disability, unemployment and other withholding obligations; (iii) in due course, to the applicable Governmental Entity, the Parties shall perform aggregate amount of all applicable federal, state and local income Tax withholding and Social Security, Medicare, state disability, unemployment and other withholding obligations withheld in respect of payments to Option holders; (iv) at the following actions for Closing, to the transfer “Administrative Agent” under the Credit Agreement, the Debt Amount; (v) at the Closing, to each payee thereof, the Transaction Costs; (vi) at the Closing, to the Escrow Agent an amount equal to $10,000,000 (the “Escrow Amount”) to be held in escrow in accordance with the escrow agreement to be entered into at Closing by the Shareholders Agent, Parent, Buyer and the Escrow Agent in substantially the form attached hereto as Exhibit B (the “Escrow Agreement”); and (vii) at the Closing, (A) to the depository or paying agent under the Debt Tender Offer, the amount required to fund the purchase of Notes validly tendered and not withdrawn pursuant to the Debt Tender Offer, or (B) if the conditions to the Debt Tender Offer have not been satisfied or waived, to a trust established under Section 8.01 of the Shares for which they are responsible: each Party shall deliver Indenture, the amount required to fund the other Parties evidence that it is duly authorised to sign this Agreement; optional redemption of the Seller shall deliver to Notes contemplated by Section 5 of the Purchaser the agreed form of the Escrow Agreement executed by Notes, as applicable. (b) Parent and the Seller; the Purchaser Company shall deliver to the Seller the agreed form of the Escrow Agreement executed by the Purchaser; the Seller shall deliver to the Purchaser evidence that it has remedied any failure or omission to comply with Laws regarding the publication oftake, or the exemption shall cause their respective Subsidiaries to publishtake, the annual accounts of any of the Group Companies; MVO B.V. and Nooren B.V. shall deliver to the Purchaser the agreed form of the relevant Management Services Agreement executed by MVO B.V. and Nooren B.V., respectively; the Seller, MVO B.V. and Nooren B.V., as the case may be, shall give to the Purchaser statements duly signed by the Seller, MVO B.V. and Nooren B.V. or, as the case may be, any other person (not being any Group Company) being a director of any Group Company, in which each of them following actions: (i) resigns as director Immediately prior to the Closing, the Company shall contribute all of the Company and/or any outstanding shares of capital stock of PFGI to a newly formed Delaware limited liability company (“New Crunch LLC”), which shall be a wholly-owned subsidiary of the Company SubsidiariesCompany, as the case may be, documentation thereof being in form and substance reasonably acceptable to each of Parent and the Company; (ii) waives all rights and claims it may have against at the Company (except for certain disclosed running claims from existing management agreements or any Closing, to the extent necessary to fund the payments to be made by the Surviving Corporation pursuant to Section 3.3(a), Parent shall cause proceeds received as a result of the Company Subsidiaries)Financing, including the proceeds received by Parent from the Equity Financing and proceeds received by the Finance Sub from the Debt Financing, to be transferred to the Surviving Corporation, Buyer or PFGI, as applicable; and (iii) at the case may beClosing, Finance Sub shall be merged with and into New Crunch LLC (the Purchaser “Subsidiary Merger”) in such a manner that New Crunch LLC shall give full discharge be the surviving entity (the “Subsidiary Surviving Company”) and shall become an indirect wholly-owned Subsidiary of the Company, the documentation thereof being in form and substance reasonably acceptable to each former director of the Company and the Subsidiaries; and each Party shall take all other action required for the execution of the notarial deed of transfer referred to in Clause 4.2.2. 4.2.2 The Seller shall transfer the Shares to the Purchaser, the Purchaser shall accept the transfer and the Seller shall procure that the Company shall acknowledge the transfer, the foregoing to be effected by execution by the Seller, the Purchaser Parent and the Company, before the Notary, of a notarial deed of transfer in Agreed Terms.

Closing Actions. 4.2.1 At On the Closing Date, and subject to the terms and conditions of this Agreement and the Investment Agreement, as applicable, the Parties shall perform cause the consummation of the following actions for the transfer actions: (a) Upon approval of the Shares for which they are responsible: each Party shall deliver to the other Parties evidence that it is duly authorised to sign this Agreement; the Seller shall deliver to the Purchaser the agreed form of the Escrow Agreement executed by the Seller; the Purchaser shall deliver to the Seller the agreed form of the Escrow Agreement executed by the Purchaser; the Seller shall deliver to the Purchaser evidence that it has remedied any failure or omission to comply with Laws regarding the publication of, or the exemption to publish, the annual accounts of any of the Group Companies; MVO B.V. and Nooren B.V. shall deliver to the Purchaser the agreed form of the relevant Management Services Agreement executed by MVO B.V. and Nooren B.V., respectively; the Seller, MVO B.V. and Nooren B.V., as the case may be, shall give to the Purchaser statements duly signed by the Seller, MVO B.V. and Nooren B.V. or, as the case may be, any other person (not being any Group Company) being a director of any Group Company, in which each of them (i) resigns as director registration of the Company and/or any Capital Restructuring and Company Nominal Capital Increase by the federal office for the commercial register (Eidgenössisches Amt für das Handelsregister) evidenced by a scan of a certified commercial register extract (such extract evidencing the approval from the Swiss Federal Commercial Registry Office (EHRA) of the matters filed for registration) by the commercial register of the Canton of Zug (Handelsregisteramt des Kantons Zug) the Investor shall acquire the Preliminary Class V Voting Shares. (b) The Investor shall issue the Closing Investor Class C Shares to the ML Parties (other than the BVF Shareholders) such that each ML Party (other than the BVF Shareholders) is issued a number of Investor Class C Shares equal to its pro rata ownership of the Company Subsidiaries, as immediately prior to the case may be, and (ii) waives all rights and claims it may have against Closing but following the Company Capital Restructuring. (except for certain disclosed running claims from existing management agreements or any c) Upon the receipt of the Company Subsidiaries)aggregate proceeds from the PIPE Investment, as the case may be, and the Purchaser shall give full discharge to each former director of the Company and the Subsidiaries; and each Party Investor shall take all other action required for determine: (i) the execution Available Closing Date Cash as of the notarial deed Closing; (ii) the final number of transfer referred Company Class V Voting Shares to in Clause 4.2.2be owned by the Investor, which shall equal (A) the Available Closing Date Cash as of the Closing divided by (B) the Company Class V Share Price (such number of shares, the “Final Class V Voting Shares”); and (iii) the Available Closing Date Cash as of the Closing minus the product of the Preliminary Class V Voting Shares multiplied by CHF 0.01 (such amount, the “Cash Contribution”). 4.2.2 (d) The Seller shall transfer the Shares to the Purchaser, the Purchaser shall accept the transfer Investor and the Seller shall procure that Company shall, following the Company shall acknowledge determination of the transferrelevant amounts as per Section 2.2(c), complete and, thereafter, execute, deliver and exchange the foregoing to be effected by execution by Cash Contribution Agreement as at Closing, as set forth herein and in the Seller, the Purchaser and the Company, before the Notary, of a notarial deed of transfer in Agreed TermsInvestment Agreement.

Closing Actions. 4.2.1 (a) At the Closing Datethe Purchaser shall: (i) consummate the conversion of all issued and outstanding Class B Common Stock held by the Purchaser Sponsor into Class A Common Stock in accordance with the terms of the Purchaser’s Organizational Documents; (ii) pay to the Company, the Parties shall perform the following actions for the by wire transfer of immediately available funds to the Shares for which they are responsible: each Party account(s) specified in writing by the Company delivered to the Purchaser at least two (2) Business Days prior to the Closing, an aggregate amount equal to the Company Cash Consideration; (iii) pay to the Sellers, by wire transfer of immediately available funds to the account(s) specified in writing by the Sellers delivered to the Purchaser at least two (2) Business Days prior to the Closing, an aggregate amount equal to the 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 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 cause the Trustee to disburse all of the funds contained in the Trust Account available to the Purchaser for payment of the Cash Consideration and Transaction Costs. (b) 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 Parties evidence that it is duly authorised executed instruments of transfer as required to sign this Agreementvalidly transfer title in and to 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) deliver to the Purchaser a copy of the shareholders register of the Company recording the issuance of the Issued Equity Interests to the Purchaser with effect as at the Closing Date; the Seller shall and (iii) deliver to the Purchaser the agreed 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 Escrow Agreement executed by the Seller; Company’s Organizational Documents made available to the Purchaser shall deliver to the Seller the agreed form of the Escrow Agreement executed or applicable securities Laws or Liens created by the Purchaser; the Seller shall ); (ii) deliver to the Purchaser evidence that it has remedied any failure or omission to comply with Laws regarding the publication of, or the exemption to publish, the annual accounts of any a copy of the Group Companiesshareholders register of the Company recording the transfer of the Transferred Equity Interests to the Purchaser with effect as at the Closing Date; MVO B.V. and Nooren B.V. shall and (iii) deliver to the Purchaser the agreed form of the relevant Management Services Agreement executed certificate contemplated by MVO B.V. and Nooren B.V., respectively; the Seller, MVO B.V. and Nooren B.V., as the case may be, shall give to the Purchaser statements duly signed by the Seller, MVO B.V. and Nooren B.V. or, as the case may be, any other person (not being any Group Company) being a director of any Group Company, in which each of them (i) resigns as director of the Company and/or any of the Company Subsidiaries, as the case may be, and (ii) waives all rights and claims it may have against the Company (except for certain disclosed running claims from existing management agreements or any of the Company SubsidiariesSection 8.2(c)(ii), as the case may be, and the Purchaser shall give full discharge to each former director of the Company and the Subsidiaries; and each Party shall take all other action required for the execution of the notarial deed of transfer referred to in Clause 4.2.2. 4.2.2 The Seller shall transfer the Shares to the Purchaser, the Purchaser shall accept the transfer and the Seller shall procure that the Company shall acknowledge the transfer, the foregoing to be effected by execution by the Seller, the Purchaser and the Company, before the Notary, of a notarial deed of transfer in Agreed Terms.

Closing Actions. 4.2.1 At the Closing, (a) 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 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 Closing DateDate Per Share Consideration, multiplied by the number of Shares (other than Dissenting Shares) owned by such 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) 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 by the Company, for the benefit of the 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 paid solely in accordance with applicable Law; (iii) 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 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 cause 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, such 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 Parties shall perform Escrow Amount, to be held in the following actions for Escrow Account and distributed by the transfer of Escrow Agent in accordance with the Shares for which they are responsible: each Party shall deliver to the other Parties evidence that it is duly authorised to sign this Agreement; the Seller shall deliver to the Purchaser the agreed form terms of the Escrow Agreement executed and this Agreement; (v) to the Stockholders’ Representative, by wire transfer of immediately available funds to such bank account(s) designated in writing by the Seller; the Purchaser shall deliver Stockholders’ Representative prior to the Seller Closing (“Stockholders’ Representative Expense Account”), the agreed form Stockholders’ Representative Expense Amount to be used as a fund to pay costs, fees and expenses incurred by the Stockholders’ Representative in its capacity as such on or after the Closing Date and which shall be paid or distributed at the direction of the Escrow Agreement executed by Stockholders’ Representative in accordance with Section 3.4(h); (vi) the Purchaser; the Seller shall deliver to the Purchaser evidence that it has remedied any failure or omission to comply with Laws regarding the publication ofIndebtedness Payoff Amount, or the exemption to publish, the annual accounts of any of the Group Companies; MVO B.V. and Nooren B.V. shall deliver to the Purchaser the agreed form of the relevant Management Services Agreement executed by MVO B.V. and Nooren B.V., respectively; the Seller, MVO B.V. and Nooren B.V., as the case may be, shall give to the Purchaser statements duly signed by the Seller, MVO B.V. and Nooren B.V. or, as the case may be, any other person (not being any Group Company) being a director of any Group Company, in which each of them (i) resigns as director on behalf of the Company and/or any to the lenders thereof in accordance with the Payoff Letters for the Specified Funded Indebtedness; and (vii) the applicable portion of the Company SubsidiariesEstimated Transaction Expenses, as by wire transfer of immediately available funds, to each of the case may be, and payees thereof (iion behalf of the Company) waives all rights and claims it may have against in accordance with the Payoff Letters or invoices delivered by the Company (except for certain disclosed running claims from existing management agreements or any of the Company Subsidiaries), as the case may be, and the Purchaser shall give full discharge wiring instructions set forth therein) no less than two (2) Business Days prior to each former director of the Company Closing; (b) Parent, the Stockholders’ Representative and the SubsidiariesEscrow Agent shall execute and deliver the Escrow Agreement; and each Party shall take all other action required for the execution of the notarial deed of transfer referred to in Clause 4.2.2.and 4.2.2 The Seller shall transfer the Shares to the Purchaser, the Purchaser shall accept the transfer and the Seller shall procure that (c) the Company shall acknowledge the transfer, the foregoing to be effected by execution by the Seller, the Purchaser and the Company, before the Notary, of a notarial deed of transfer in Agreed Termsdeliver duly-executed Payoff Letters.

Closing Actions. 4.2.1 At the Closing, (a) Parent shall pay or cause to be paid: (i) to each holder of a Share converted into the right to receive the Common Stock Merger Consideration pursuant to Section 2.4(a) in accordance with the Distribution Schedule delivered pursuant to Section 3.2(b)(ii), by wire transfer of immediately available funds to such bank account(s) designated in writing by such Stockholder in its Letter of Transmittal, such Stockholder’s Common Stock Merger Consideration (less the applicable portion of the Stockholders’ Representative Expense Amount and the Escrow Amount) payable at the Closing in respect of such Stockholder’s Shares (other than such Stockholder’s Dissenting Shares) in the amount set forth in such Distribution Schedule (based on the Estimated Purchase Price set forth in the Estimated Closing Statement); provided that, in each case, such Stockholder submits a letter of transmittal to the Company in the form attached hereto as Exhibit E (a letter of transmittal in such form, a “Letter of Transmittal”), together with Stock Certificate(s) required by this Agreement (which Stock Certificate(s) shall be deemed delivered with respect to any Stock Certificate held or otherwise recorded in any digital stockholder management system) at least three (3) Business Days prior to the Closing Date; provided further, that a Stockholder may submit its Letter of Transmittal to the Surviving Corporation following the Closing Date and Parent shall make (or cause to be made) the payment described in this Section 3.3(a)(i) as promptly as practicable thereafter (and in no event later than five (5) Business Days after receipt thereof); (ii) to the Company, by wire transfer of immediately available funds to such bank account(s) designated in writing by the Company no less than two (2) Business Days prior to the Closing, for the benefit of the Eligible Option Holders, the aggregate Option Merger Consideration (less the applicable portion of the Stockholders’ Representative Expense Amount and the Escrow Amount attributable to the Option Merger Consideration, in each case, as set forth in the Distribution Schedule) payable at the Closing to all Eligible Option Holders in the amount set forth in the Distribution Schedule (based on the Estimated Purchase Price set forth in the Estimated Closing Statement). The Company shall pay or cause to be paid to each Eligible Option Holder no later than the Company’s next scheduled date of payroll following the Closing the Option Merger Consideration to which such holder is entitled pursuant to Section 2.6 and in accordance with the Distribution Schedule with respect thereto, such payments to be made net of any applicable withholding Tax; provided, that, in each case, such Eligible Option Holder executes and delivers an Option Cancellation and Release Agreement to the Company prior to the Closing Date; provided, further, that an Eligible Option Holder may execute and deliver an Option Cancellation and Release Agreement to the Surviving Corporation within five (5) days following the Closing Date, and the Parties Company shall perform make (or cause to be made) the payment described in this Section 3.3(a)(ii) as promptly as practicable thereafter (and in no event later than the Company’s next scheduled payroll date following actions for the receipt of such agreement by the Eligible Option Holder). (iii) to the Escrow Agent, by wire transfer of immediately available funds to such bank account designated in writing by the Shares Escrow Agent, for which they are responsible: each Party shall deliver deposit in an escrow account (the “Escrow Account”), the Escrow Amount, to be held in the other Parties evidence that it is duly authorised to sign this Agreement; Escrow Account and distributed by the Seller shall deliver to Escrow Agent in accordance with the Purchaser the agreed form terms of the Escrow Agreement and this Agreement; (iv) to the Stockholders’ Representative, by wire transfer of immediately available funds to a bank account(s) designated in writing by the Stockholders’ Representative prior to the Closing (such account, the “Stockholders’ Representative Expense Account”), the Stockholders’ Representative Expense Amount to be used as a fund to pay costs, fees and expenses incurred by the Stockholders’ Representative in its capacity as such on or after the Closing Date and which shall be paid or distributed at the direction of the Stockholders’ Representative in accordance with Section 3.4(h); (v) (A) the Indebtedness Payoff Amount, on behalf of the Company to the lenders thereof in accordance with the Payoff Letters for the Specified Funded Indebtedness, and (B) the portion of the Contingent Payment Amount, if any, as indicated in the Estimated Closing Statement, which is owing based on the Common Stock Merger Consideration paid at the Closing, and the Option Merger Consideration paid at the Closing, as indicated on the Estimated Closing Statement to the bank account(s) designated in writing by the Company prior to the Closing on behalf of the Persons entitled to receive such portion of the Contingent Payment; and (vi) the applicable portion of the Estimated Transaction Expenses (other than the ▇▇▇▇▇▇▇▇ Set Aside Amount), by wire transfer of immediately available funds, to each of the payees thereof (on behalf of the Company) in accordance with the Payoff Letters or Invoices delivered by the Company (and the wiring instructions set forth therein) no less than three (3) Business Days prior to the Closing; provided, however, that to the extent that any unpaid Estimated Transaction Expenses are compensatory, then Parent shall pay or cause to be paid such amounts to the Company or the appropriate Company Subsidiary, as specified by the Company in writing no later than two (2) Business Days prior to the Closing Date, for further distribution through the appropriate payroll system, subject to applicable payroll and withholding taxes, to the designated service provider recipients, and (B) no amount in respect of the ▇▇▇▇▇▇▇▇ Bonus Letter shall be paid at the Closing to ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, and the ▇▇▇▇▇▇▇▇ Set Aside Amount shall be paid and distributed in accordance with Section 3.5. (b) Parent, the Stockholders’ Representative and the Escrow Agent shall execute and deliver the Escrow Agreement. (c) The Stockholders’ Representative shall deliver to Parent each Option Cancellation and Release Agreement that has been duly executed by the Seller; Company and each Option Holder prior to the Purchaser Closing. (d) The Company shall deliver to Parent the Seller the agreed form Payoff Letters in respect of the Escrow Agreement Indebtedness Payoff Amount, duly executed by the Purchaser; the Seller shall deliver to the Purchaser evidence that it has remedied any failure or omission to comply with Laws regarding the publication of, or the exemption to publish, the annual accounts holders of any of the Group Companies; MVO B.V. and Nooren B.V. shall deliver to the Purchaser the agreed form of the relevant Management Services Agreement executed by MVO B.V. and Nooren B.V., respectively; the Seller, MVO B.V. and Nooren B.V., as the case may be, shall give to the Purchaser statements duly signed by the Seller, MVO B.V. and Nooren B.V. or, as the case may be, any other person (not being any Group Company) being a director of any Group Company, in which each of them (i) resigns as director of the Company and/or any of the Company Subsidiaries, as the case may be, and (ii) waives all rights and claims it may have against the Company (except for certain disclosed running claims from existing management agreements or any of the Company Subsidiaries), as the case may be, and the Purchaser shall give full discharge to each former director of the Company and the Subsidiaries; and each Party shall take all other action required for the execution of the notarial deed of transfer referred to in Clause 4.2.2such Specified Funded Indebtedness. 4.2.2 The Seller shall transfer the Shares to the Purchaser, the Purchaser shall accept the transfer and the Seller shall procure that the Company shall acknowledge the transfer, the foregoing to be effected by execution by the Seller, the Purchaser and the Company, before the Notary, of a notarial deed of transfer in Agreed Terms.

Closing Actions. 4.2.1 (a) At the Closing DateClosing, the Parties shall perform the following actions for the transfer of the Shares for which they are responsible: each Party shall deliver to the other Parties evidence that it is duly authorised to sign this Agreement; the Seller shall deliver to the Purchaser the agreed form of the Escrow Agreement executed by the Seller; the Purchaser shall deliver to the Seller the agreed form of the Escrow Agreement executed by the Purchaser; the Seller shall deliver to the Purchaser evidence that it has remedied any failure or omission to comply with Laws regarding the publication of, or the exemption to publish, the annual accounts of any of the Group Companies; MVO B.V. and Nooren B.V. shall deliver to the Purchaser the agreed form of the relevant Management Services Agreement executed by MVO B.V. and Nooren B.V., respectively; the Seller, MVO B.V. and Nooren B.V., as the case may be, shall give to the Purchaser statements duly signed by the Seller, MVO B.V. and Nooren B.V. or, as the case may be, any other person (not being any Group Company) being a director of any Group Company, in which each of them Buyer shall: (i) resigns pay, or cause to be paid, to the Blocker Seller by wire transfer of immediately available funds to one or more bank accounts designated in writing by the Seller Representative (such account(s) to be designated at least two (2) Business Days prior to the Closing) a 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 director 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 and/or 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 Date a completed Letter of Transmittal (as defined below), cash in an amount set forth for such Merger Participant in the Distribution Waterfall Schedule (without interest), which such amounts shall be payable by wire transfer of immediately available funds on the Closing Date (or reasonably promptly after the Closing Date for any payments made by check) to the account or address designated in such Merger Participant’s Letter of Transmittal. (c) Immediately following the consummation of the Mergers in accordance with Sections 2.1(a) and 2.1(b), Buyer shall pay, or cause to be paid, on behalf of the Company Subsidiaries, as (or its designees) (i) the case may be, Loan Agreement Payoff Amount and (ii) waives all rights subject to Section 2.15 and claims it may have against excluding any amounts paid pursuant to Section 2.7(a)(v), to the Company (except for certain disclosed running claims from existing management agreements or any Persons entitled to payment in respect of the Company Subsidiaries), Seller Expenses as specified in the case may be, Preliminary Closing Statement (as defined below) (and the Purchaser shall give full discharge to each former director of the Company and the Subsidiaries; and each Party shall take all other action required for the execution of the notarial deed of transfer referred to in Clause 4.2.2. 4.2.2 The Seller shall transfer the Shares to the Purchaser, the Purchaser shall accept the transfer and the Seller shall procure that the Company shall acknowledge the transfer, the foregoing have delivered or caused to be effected by execution by delivered to Buyer at least three (3) Business Days prior to the SellerClosing final invoices, the Purchaser wire instructions and the Company, before the Notary, of a notarial deed of transfer in Agreed Termsall other information necessary for payment with respect to all Seller Expenses).

Closing Actions. 4.2.1 At 5.2.1 On the Closing Date, the Parties shall perform the following actions for (the transfer “Closing Actions”): (i) the Purchaser shall pay the Purchase Price to the Sellers by transferring each of the Shares for which they are responsible: each Party amounts set out in Clause 3.1.2 to the respective Seller by means of a wire transfer to the bank account designated by such Seller and notified by it to the Purchaser at least three Business Days before the Closing Date. (ii) Frontline and Famatown shall deliver the Frontline Shares and the Famatown Shares, respectively, to the other Parties evidence that Purchaser by transferring such Sale Shares into the securities account(s) of the Purchaser as notified by it is duly authorised to sign this Agreement; the Seller Sellers at least three Business Days before the Closing Date, in accordance with the provisions of Schedule 5.2.1(ii) to the extent applicable. (iii) the Sellers shall deliver to the Purchaser the agreed form a written statement confirming receipt of the Escrow Agreement executed by the Seller; the Purchaser shall deliver Purchase Price in a form reasonably acceptable to the Seller Purchaser. (iv) the agreed form of the Escrow Agreement executed by the Purchaser; the Seller Sellers shall deliver to the Purchaser evidence that it has remedied duly executed resignation letters by ▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ and ▇▇. ▇▇▇▇ ▇. ▇▇▇▇▇▇ in relation to their mandates in the supervisory board of Euronav, in the form attached as Schedule 5.2.1(iv). 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 failure or omission to comply with Laws regarding the publication of, or the exemption to publish, the annual accounts of time waive any of the Group Companies; MVO B.V. Closing Actions required to be done by the Sellers, and Nooren B.V. shall deliver 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 Closing Actions, then the Purchaser (if any of the Sellers fail to fulfil any of their Closing Actions) or the Sellers, acting jointly (if the Purchaser fails to fulfil any of its Closing Actions) may: (i) proceed to Closing to the Purchaser extent reasonably possible and permitted by Law, which shall include for the agreed form avoidance of doubt the relevant Management Services Agreement executed by MVO B.V. and Nooren B.V., respectively; the Seller, MVO B.V. and Nooren B.V., as the case may be, shall give right to the Purchaser statements duly signed by the Seller, MVO B.V. and Nooren B.V. or, as the case may be, any other person claim specific performance; (not being any Group Companyii) being a director of any Group Companydefer Closing, in which each event the provisions of them this Clause 5 shall apply to Closing so deferred, provided that Closing cannot be deferred past the Long Stop Date; or (iiii) resigns as director of terminate this Agreement in accordance with Clause 10, in which case all Closing Actions already fulfilled shall be deemed null and void. Such termination right is without prejudice to any other rights or remedies which the Company and/or any of the Company Subsidiaries, as the case may be, and (ii) waives all rights and claims it non-defaulting Party may have under applicable Law against the Company (except for certain disclosed running claims from existing management agreements or any Party in breach of the Company Subsidiaries), as the case may be, and the Purchaser shall give full discharge to each former director of the Company and the Subsidiaries; and each Party shall take all other action required for the execution of the notarial deed of transfer referred to in Clause 4.2.2its Closing Actions. 4.2.2 The Seller shall transfer the Shares to the Purchaser, the Purchaser shall accept the transfer and the Seller shall procure that the Company shall acknowledge the transfer, the foregoing to be effected by execution by the Seller, the Purchaser and the Company, before the Notary, of a notarial deed of transfer in Agreed Terms.