Common use of Closing Transactions Clause in Contracts

Closing Transactions. At the Closing: (a) Purchaser shall pay or cause to be paid in cash out of the Available Cash, by wire transfer of immediately available funds: (i) all amounts included in Seller Transaction Expenses to the accounts set forth in the Closing Statement; and (ii) all amounts included in the Purchaser Transaction Expenses to the accounts set forth in the Purchaser Closing Statement. (b) Each of Purchaser, the Seller Representative and the Sponsor shall deliver an executed counterpart to an escrow agreement to be entered into on the Closing Date by and among Purchaser, the Seller Representative, the Sponsor and an escrow agent mutually agreed upon by P▇▇▇▇▇▇▇▇, the Seller Representative and the Sponsor (the “Escrow Agent”) in the form to be mutually agreed upon by Purchaser, the Seller Representative and the Sponsor (the “Escrow Agreement”). Pursuant to the Escrow Agreement, Purchaser shall deposit with the Escrow Agent at Closing: (i) the Seller Earnout Escrow Shares into a designated and separate escrow account (the “Seller Earnout Escrow Account”), and the Escrow Agent will hold and disburse the Seller Earnout Escrow Shares as provided herein and in the Escrow Agreement; and (ii) the Initial Shareholders Earnout Escrow Shares into a designated and separate escrow account (the “Initial Shareholders Earnout Escrow Account”), and the Escrow Agent will hold and disburse the Initial Shareholders Earnout Escrow Shares as provided herein and in the Escrow Agreement; (c) Purchaser shall make, or cause to be made, appropriate book entries in the name of each Seller evidencing the issuance of the Closing Shares to such Seller as set forth on the Consideration Spreadsheet (as updated, to the extent necessary, pursuant to Section 2.10), free and clear of all Liens (except for (i) Liens created by, or on behalf of, such Seller, (ii) Liens consisting of restrictions on transfer generally arising under applicable federal securities Laws or state securities Law and (iii) the restrictions arising under the lock-up provisions under the Investors Rights Agreement). (d) Purchaser shall pay, or cause to be paid, the Closing Cash Consideration to the Sellers, as set forth on the Consideration Spreadsheet (as updated, to the extent necessary, pursuant to Section 2.10); (e) The Seller Representative shall deliver to Purchaser: (i) a copy of minutes of the decisions of the Strategic Committee approving the signature of this Agreement by the Company, and the transactions contemplated hereof; (ii) original validly executed share transfer forms (ordre de mouvement) in respect of the Purchased Shares, in the name of P▇▇▇▇▇▇▇▇, duly executed by all Sellers (personally or by an agent or through a power of attorney); (iii) the original share transfer register (registre des mouvements de titres) and each Seller’s individual accounts (comptes d’actionnaires) of the Company which shall be up to date, and in which the transfer of all the Purchased Shares to Purchaser shall have been recorded as of the Closing Date free and clear of any Liens (except for (i) Liens created by Purchaser, (ii) Liens consisting of restrictions on transfer generally arising under applicable federal securities Laws or state securities Law, and (iii) Excepted Liens); (iv) three original copies of the tax transfer forms (formulaire cerfa n°2759 SD) in respect of all transfer of the Purchased Shares upon Closing subject to proportional French transfer taxes, duly completed and executed by each Seller; (v) all relevant documents to evidence the acquisition by the Company of the Stock Option Subscribed Shares and/or of the cancellation of any non-exercised Stock Option, including, (x) copies of (i) the stock option exercise letters and of the subscription forms (bulletins de souscription) according to which the Stock Option Holders subscribed for the Stock Option Subscribed Shares and (ii) the share transfer forms (ordre de mouvement) in respect of the acquisition by the Company of the Stock Option Subscribed Shares, and (y) the original share transfer register (registre des mouvements de titres) and individual accounts (comptes d’actionnaires) of Digital Virgo which shall be up to date, and in which the exercise of the Stock Options, the transfer of all the Stock Option Subscribed Shares to Digital Virgo and/or the cancellation of any non-exercised Stock Option shall have been recorded; (vi) the consents, approvals and waivers listed in Section 2.04(e)(vi) of the Seller Disclosure Letter; (vii) to the extent requested by the Sellers, subscription forms in respect of the Closing Shares to be received by each Seller, executed by each Seller; (viii) a properly completed Internal Revenue Service Form W-8 series duly executed by each Seller; (A) all other documents, instruments or certificates required to be delivered by the Seller Representative at or prior to the Closing pursuant to Section 7.01; and (B) such other documents or certificates as shall reasonably be required by Purchaser and its counsel to consummate the Transactions (including the Share Sale). (f) Purchaser shall deliver to the Seller Representative: (i) a certified copy of the A&R Purchaser Charter; (ii) a copy of the A&R Purchaser Bylaws; (iii) to the extent requested by the Sellers, subscription forms in respect of the Closing Shares to be received by each Seller, executed by P▇▇▇▇▇▇▇▇; (iv) a copy of the resolutions taken by the Purchaser Board in connection with the approval of this Agreement and the Transactions (including the Share Sale); and (v) (A) all other documents, instruments or certificates required to be delivered by Purchaser at or prior to the Closing pursuant to Section 7.02; and (B) such other documents or certificates as shall reasonably be required by the Seller Representative to consummate the Transactions (including the Share Sale).

Closing Transactions. At the Closing, the Parties will cause the following actions and transactions to be taken or completed in the following order on the terms and subject to the conditions of this Agreement: (a) Purchaser shall pay or cause Class A Shares held by GX Public Shareholders who duly elect to redeem their Class A Shares pursuant to the Redemption Right will be redeemed and cancelled and such GX Public Shareholders will cease to have any rights as shareholders of GX other than the right to be paid the redemption amount of their Class A Shares in cash out of accordance with the Available CashGX Charter (each such share, by wire transfer of immediately available funds: (i) all amounts included in Seller Transaction Expenses to the accounts set forth in the Closing Statement; and (ii) all amounts included in the Purchaser Transaction Expenses to the accounts set forth in the Purchaser Closing Statementa “Redemption Share”). (b) Each of Purchaser, the Seller Representative and the Sponsor shall deliver an executed counterpart to an escrow agreement to be entered into on the Closing Date by and among Purchaser, the Seller Representative, the Sponsor and an escrow agent mutually agreed upon by P▇▇▇▇▇▇▇▇, the Seller Representative and the Sponsor Any Forfeited Shares (the “Escrow Agent”) as defined in the form to GX Support Agreement) will be mutually agreed upon by Purchaser, the Seller Representative and the Sponsor (the “Escrow Agreement”). Pursuant forfeited pursuant to the Escrow Agreement, Purchaser shall deposit with terms of the Escrow Agent at Closing: (i) the Seller Earnout Escrow Shares into a designated GX Support Agreement and separate escrow account (the “Seller Earnout Escrow Account”), and the Escrow Agent will hold and disburse the Seller Earnout Escrow Shares as provided herein and in the Escrow Agreement; and (ii) the Initial Shareholders Earnout Escrow Shares into a designated and separate escrow account (the “Initial Shareholders Earnout Escrow Account”), and the Escrow Agent will hold and disburse the Initial Shareholders Earnout Escrow Shares as provided herein and in the Escrow Agreement;not remain outstanding. (c) Purchaser shall make, The Company will deposit (or cause to be made, appropriate book entries in deposited) with the name of each Seller evidencing Exchange Agent the issuance of the Closing Company Common Shares to such Seller as set forth on the Consideration Spreadsheet (as updated, to the extent necessary, issuable pursuant to Section 2.10), free and clear of all Liens (except for (i) Liens created by, or on behalf of, such Seller, (ii) Liens consisting of restrictions on transfer generally arising under applicable federal securities Laws or state securities Law and (iii) the restrictions arising under the lock-up provisions under the Investors Rights this Agreement). (d) Purchaser shall pay, or cause to be paid, the Closing Cash Consideration to the Sellers, as set forth on the Consideration Spreadsheet (as updated, to the extent necessary, pursuant to Section 2.10);The First Merger Effective Time will occur. (e) The Seller Representative shall deliver Immediately following the First Merger Effective Time, pursuant to Purchaser: (i) a copy of minutes of the decisions of the Strategic Committee approving the signature of this Agreement by the CompanyExchange, and the transactions contemplated hereof; (ii) original validly executed share transfer forms (ordre de mouvement) in respect of the Purchased Shares, in the name of P▇▇▇▇▇▇▇▇, duly executed by all Sellers (personally or by an agent or through a power of attorney); (iii) the original share transfer register (registre des mouvements de titres) and each Seller’s individual accounts (comptes d’actionnaires) of the Company which shall be up to date, and in which the transfer of all the Purchased Shares to Purchaser shall have been recorded as of the Closing Date free and clear of any Liens (except for (i) Liens created by Purchaser, (ii) Liens consisting of restrictions on transfer generally arising under applicable federal securities Laws or state securities Law, and (iii) Excepted Liens); (iv) three original copies of the tax transfer forms (formulaire cerfa n°2759 SD) in respect of all transfer of the Purchased Shares upon Closing subject to proportional French transfer taxes, duly completed and executed by will purchase each Seller; (v) all relevant documents to evidence the acquisition First Merger Class A Share not held by the Company from the holder thereof in exchange for a number of new Company Common Shares equal to the Stock Option Subscribed Shares and/or of the cancellation of any non-exercised Stock OptionExchange Ratio, including, as described in Section 2.1(b) (x) copies of (i) the stock option exercise letters and of the subscription forms (bulletins de souscription) according to which the Stock Option Holders subscribed for the Stock Option Subscribed Shares and (ii) the share transfer forms (ordre de mouvement) in respect of the acquisition by the Company of the Stock Option Subscribed Shares, and (y) the original share transfer register (registre des mouvements de titres) and individual accounts (comptes d’actionnaires) of Digital Virgo which shall be up to date, and in which the exercise of the Stock Optionssuch time, the transfer of all the Stock Option Subscribed Shares to Digital Virgo and/or the cancellation of any non-exercised Stock Option shall have been recorded; (vi) the consents, approvals and waivers listed in Section 2.04(e)(vi) of the Seller Disclosure Letter; (vii) to the extent requested by the Sellers, subscription forms in respect of the Closing Shares to be received by each Seller, executed by each Seller; (viii) a properly completed Internal Revenue Service Form W-8 series duly executed by each Seller; (A) all other documents, instruments or certificates required to be delivered by the Seller Representative at or prior to the Closing pursuant to Section 7.01; and (B) such other documents or certificates as shall reasonably be required by Purchaser and its counsel to consummate the Transactions (including the Share Sale“Exchange Time”). (f) Purchaser shall deliver At the Exchange Time, and in connection with the First Merger, the Company will assume the GX Warrant Agreement and each GX Warrant that is issued and outstanding immediately prior to the Seller Representative:Exchange Time will, pursuant to and in accordance with the terms of the GX Warrant Agreement and without any action on the part of its holder, be converted into a warrant to acquire a number of Company Common Shares as determined pursuant to Section 2.1(b)(ii) (each such warrant, a “Former GX Company Warrant”). (g) Immediately following the Exchange Time, the Company will contribute all of the First Merger Class A Shares to Intermediate Holdco in exchange for a number of additional shares in Intermediate Holdco to be determined by the Company and Intermediate Holdco (the “Contribution” and such time, the “Contribution Time”). (h) Immediately following the Contribution Time, the Second Merger Effective Time will occur. (i) a certified copy Immediately following the Second Merger Effective Time, each of the A&R Purchaser Charter; (ii) a copy of the A&R Purchaser Bylaws; (iii) to the extent requested by the Sellers, subscription forms in respect of the Closing Shares to be received by each Seller, executed by P▇▇▇▇▇▇▇▇; (iv) a copy of the resolutions taken by the Purchaser Board in connection with the approval of this Agreement Company and the Transactions (including Second Merger Surviving Company will effectuate the Share Sale); and (v) (A) all other documents, instruments or certificates required to be delivered by Purchaser at or prior to the Closing pursuant to Section 7.02; and (B) such other documents or certificates as shall reasonably be required by the Seller Representative to consummate the Transactions (including the Share Sale)applicable Reverse Stock Split.

Closing Transactions. At the Closing, in addition to the actions set forth in Section 2.04: (a) Purchaser Goal and DV shall pay or cause to be paid in cash out of the Available Cash, by wire transfer of immediately available funds: (i) all amounts included in Seller DV Transaction Expenses to the accounts set forth in the Closing Statement; and (ii) all amounts included in the Purchaser Goal Transaction Expenses to the accounts set forth in the Purchaser Goal Closing Statement; provided that the sum of the DV Transactions Expenses plus the Goal Transaction Expenses shall be capped at $20,000,000, except that if the sum of the amount raised in the PIPE Investment (including the Share Sale) and the Final Goal Trust Amount is greater than $145,000,000 (the “Additional PIPE Financing”), then the cap will be increased by an amount of expenses related to the Additional PIPE Financing which will not exceed 5% of the funds raised exceeding $145,000,000, unless mutually agreed by Goal and DV on a case-by-case basis. (b) Each of Purchaser, the Seller Representative DV and the Sponsor DV Shareholders Representative shall deliver an executed counterpart to an one or more escrow agreement agreements to be entered into on the Closing Date by and among PurchaserDV, the Seller Representative, the Sponsor DV Shareholders Representative and an one or more escrow agent agents mutually agreed upon by P▇▇▇▇▇▇▇▇DV, the Seller Representative Goal and the Sponsor DV Shareholders Representative (the each, an “Escrow Agent”) in the form to be mutually agreed upon by PurchaserDV, the Seller Representative Goal and the Sponsor DV Shareholders Representative (the each, an “Escrow Agreement”). Pursuant to the Escrow AgreementAgreements, Purchaser DV shall issue to the Escrow Agents and deposit with the Escrow Agent Agents at Closing: (i) the Seller DV Shareholder Earnout Escrow Shares into a designated and separate escrow account (the “Seller DV Shareholder Earnout Escrow Account”), and the applicable Escrow Agent will hold and disburse the Seller DV Shareholder Earnout Escrow Shares as provided herein and in the applicable Escrow Agreement; and (ii) the Initial Shareholders Earnout Escrow Shares into a designated and separate escrow account (the “Initial Shareholders Earnout Escrow Account”), and the applicable Escrow Agent will hold and disburse the Initial Shareholders Earnout Escrow Shares as provided herein and in the applicable Escrow Agreement; (c) Purchaser DV shall issue the Exchange Shares to all non-redeeming Goal Shareholders and make, or cause to be made, appropriate book entries in the name of each Seller non-redeeming Goal Shareholder provided such Goal Shareholder has returned a Letter of Transmittal to the Exchange Agent, evidencing the issuance of the Closing Exchange Shares to such Seller as set forth on the Consideration Spreadsheet (as updated, to the extent necessary, pursuant to Section 2.10)Goal Shareholder, free and clear of all Liens (except for (i) Liens created by, or on behalf of, such SellerGoal Shareholder, (ii) Liens consisting of restrictions on transfer generally arising under applicable federal securities Laws or state securities Law and (iii) the restrictions arising under the lock-up provisions under the Investors A&R Investor Rights Agreement). (d) Purchaser The Cash Amount shall paybe received by the DV Shareholders in connection with the Share Sale, or cause to and any other PIPE Investment shall be paid, received by Digital Virgo; provided however that the Closing Cash Consideration to Amount may be less than $125,000,000 so long as the Sellers, as set forth on sum of the Consideration Spreadsheet amount raised in the PIPE Investment (as updated, to including the extent necessary, pursuant to Section 2.10)Share Sale) and the Final Goal Trust Amount is at least $145,000,000; (e) The Seller Representative DV shall deliver to PurchaserGoal: (i) a copy of the minutes of the decisions of the Strategic Committee approving the signature of this Agreement by the Company, and the transactions contemplated hereofTransactions; (ii) original validly executed share transfer forms (ordre de mouvement) in respect a copy of the Purchased minutes of the general meeting of the DV Shareholders approving the DV Reorganization and the contribution by the Goal Shareholders of their shares of common stock of Goal Nevada in exchange for the issuance of the Exchange Shares, in as well as all of the name reports of P▇▇▇▇▇▇▇▇the statutory auditors required to effect such DV Reorganization and the contribution, duly executed by all Sellers (personally or by an agent or through a power the report of attorney)the specially appointed auditor to assess the preferred rights of the Class B Shares, and the report of the contribution auditor; (iii) the original share transfer register (registre des mouvements de titres) and each Seller’s individual accounts (comptes d’actionnaires) a copy of the Company which shall be up to date, and appropriate book entries in which the transfer name of all the Purchased Shares to Purchaser shall have been recorded as of the Closing Date free and clear of any Liens (except for (i) Liens created by Purchaser, (ii) Liens consisting of restrictions on transfer generally arising under applicable federal securities Laws or state securities Law, and (iii) Excepted Liens)each PIPE Investor; (iv) three original copies of the tax transfer forms (formulaire cerfa n°2759 SD) in respect of all transfer of the Purchased Shares upon Closing subject to proportional French transfer taxes, duly completed and executed by each Seller; (v) all relevant documents to evidence the acquisition by the Company of the Stock Option Subscribed Shares and/or of the cancellation of any non-exercised Stock Option, including, (x) copies of (i) the stock option exercise letters and of the subscription forms (bulletins de souscription) according to which the Stock Option Holders subscribed for the Stock Option Subscribed Shares and (ii) the share transfer forms (ordre de mouvement) in respect of the acquisition by the Company of the Stock Option Subscribed Shares, and (y) the original share transfer register (registre des mouvements de titres) and individual accounts (comptes d’actionnaires) of Digital Virgo which shall be up to date, and in which the exercise of the Stock Options, the transfer of all the Stock Option Subscribed Shares to Digital Virgo and/or the cancellation of any non-exercised Stock Option shall have been recorded; (vi) the consents, approvals and waivers listed in Section 2.04(e)(vi2.06(e)(iv) of the Seller DV Disclosure Letter; (viiv) to the extent requested by the Sellers, subscription forms in respect a certified copy of the Closing Shares to be received by each Seller, executed by each SellerOrganizational Documents of DV; (viiivi) a properly completed Internal Revenue Service Form W-8 series duly executed by each Seller; (A) all other documents, instruments or certificates required to be delivered by the Seller Representative DV at or prior to the Closing pursuant to Section 7.01; and (B) such other documents or certificates as shall reasonably be required by Purchaser Goal and its counsel to consummate the Transactions (including the Share Sale)Transactions. (f) Purchaser Goal shall deliver to the Seller RepresentativeDV: (i) a certified copy of the A&R Purchaser Charter; (ii) a copy of the A&R Purchaser Bylaws; (iii) to the extent requested by the Sellers, subscription forms in respect of the Closing Shares to be received by each Seller, executed by P▇▇▇▇▇▇▇▇; (iv) a copy of the resolutions taken adopted by the Purchaser Goal Board and the board of directors of Goal Nevada in connection with the approval of this Agreement and the Transactions (including the Share Sale)Transactions; and (vii) (A) all other documents, instruments or certificates required to be delivered by Purchaser Goal at or prior to the Closing pursuant to Section 7.02; and (B) such other documents or certificates as shall reasonably be required by the Seller Representative DV to consummate the Transactions Transactions. (including g) Each of Goal, Goal Nevada and DV, as the Share Salecase may be, shall deliver an executed counterpart to the (i) Goal Warrant Assignment, Assumption and Amendment, to be entered into in connection with the Goal Merger, by and among Goal, Goal Nevada and Continental Stock Transfer & Trust Company, as warrant agent and (ii) Goal Nevada Warrant Assignment, Assumption and Amendment, to be entered into on or prior to the Closing Date by and among Goal Nevada, DV and Continental Stock Transfer & Trust Company, as warrant agent. (h) Each of Goal Nevada and DV shall deliver an executed counterpart to the agreement related to the exchange and contribution of the shares of Goal Nevada to DV by and between Goal Nevada and DV (the “Exchange and Contribution Agreement”)., in substantially the form attached hereto as Exhibit E.

Closing Transactions. At Upon the terms and subject to the conditions set forth in this Agreement, the parties agree that at the Closing: (a) Purchaser shall pay or cause to be paid in cash out of the Available Cash, by wire transfer of immediately available fundsamong other things: (i) Black & Decker will cause each Seller of Transferred Assets a▇ ▇▇▇ted on Attachment I to transfer to a Buyer Company designated by Buyer all amounts included Transferred Assets of such Seller and such Buyer Company will assume all Assumed Liabilities of such Seller in Seller Transaction Expenses to the accounts set forth in the Closing Statement; andaccordance with this Agreement; (ii) to effect the transfer of the Transferred Assets and the assumption of the Assumed Liabilities contemplated by the foregoing clause (i), each Seller of Transferred Assets and a Buyer Company shall execute and deliver (a) a Supplemental Asset Sale Agreement and all amounts included exhibits, schedules and attachments thereto, substantially in the Purchaser Transaction Expenses form attached hereto as Attachment II and modified to the accounts set forth extent necessary to comply with the laws of, and to ensure its enforceability in, the nation in which each Glass Machinery Unit to which such Supplemental Asset Sale Agreement relates is located, in a manner which as closely comports with the Purchaser Closing Statement. intent of the provisions of this Agreement, the Supplemental Asset Sale Agreement and all exhibits, schedules and attachments thereto as is permitted by such laws and (b) Each the Intellectual Property Assignment Agreements; (iii) Black & Decker will cause each Seller of Purchaser, the Seller Representative and the Sponsor shall deliver an executed counterpart to an escrow agreement to be entered into Shares as listed on the Closing Date by and among Purchaser, the Seller Representative, the Sponsor and an escrow agent mutually agreed upon by P▇▇▇▇▇▇▇▇, ment I to transfer to Buyer or a Buyer Company designated by Buyer all Shares of such Seller; (iv) to effect the transfer of the Shares contemplated by the foregoing clause (iii) and the transfer and assignment of Excluded Assets and Excluded Liabilities from a Glass Machinery Share Company to the Seller Representative of the Shares thereof, each Seller of Shares and the Sponsor (the “Escrow Agent”) a Buyer Company shall execute and deliver a Supplemental Share Sale Agreement and all exhibits, schedules and attachments thereto, substantially in the form attached hereto as Attachment II and modified to be mutually agreed upon by Purchaserthe extent necessary to comply with the laws of, and to ensure its enforceability in, the Seller Representative and nation in which each Glass Machinery Company to which such Supplemental Share Sale Agreement relates is organized, in a manner which as closely comports with the Sponsor (intent of the “Escrow Agreement”). Pursuant to the Escrow provisions of this Agreement, Purchaser shall deposit with the Escrow Agent at Closing: (i) the Seller Earnout Escrow Shares into a designated Supplemental Share Sale Agreement and separate escrow account (the “Seller Earnout Escrow Account”)all exhibits, schedules and the Escrow Agent will hold and disburse the Seller Earnout Escrow Shares attachments thereto as provided herein and in the Escrow Agreement; and (ii) the Initial Shareholders Earnout Escrow Shares into a designated and separate escrow account (the “Initial Shareholders Earnout Escrow Account”), and the Escrow Agent will hold and disburse the Initial Shareholders Earnout Escrow Shares as provided herein and in the Escrow Agreementis permitted by such laws; (cv) Purchaser shall make, or cause to be made, appropriate book entries in effect the name license of each Seller evidencing the issuance of the Closing Shares to such Seller as set forth on the Consideration Spreadsheet (as updated, to the extent necessary, pursuant to Section 2.10), free and clear of all Liens (except for (i) Liens created by, or on behalf of, such Seller, (ii) Liens consisting of restrictions on transfer generally arising under applicable federal securities Laws or state securities Law and (iii) the restrictions arising under the lock-up provisions under the Investors Rights Agreement). (d) Purchaser shall pay, or cause to be paid, the Closing Cash Consideration to the Sellers, as set forth on the Consideration Spreadsheet (as updated, to the extent necessary, pursuant to Section 2.10); (e) The Seller Representative shall deliver to Purchaser: (i) a copy of minutes of the decisions of the Strategic Committee approving the signature of this Agreement by the Company, and the transactions contemplated hereof; (ii) original validly executed share transfer forms (ordre de mouvement) certain rights in respect of certain Intellectual Property, Black & Decker and Buyer shall execute the Purchased Shares, in the name of PTrademark Agreement su▇▇▇▇▇▇▇▇, duly executed ially in the form contemplated by all Sellers (personally or by an agent or through a power of attorney); (iii) the original share transfer register (registre des mouvements de titres) and each Seller’s individual accounts (comptes d’actionnaires) of the Company which shall be up Attachment III to date, and in which the transfer of all the Purchased Shares to Purchaser shall have been recorded as of the Closing Date free and clear of any Liens (except for (i) Liens created by Purchaser, (ii) Liens consisting of restrictions on transfer generally arising under applicable federal securities Laws or state securities Law, and (iii) Excepted Liens); (iv) three original copies of the tax transfer forms (formulaire cerfa n°2759 SD) in respect of all transfer of the Purchased Shares upon Closing subject to proportional French transfer taxes, duly completed and executed by each Seller; (v) all relevant documents to evidence the acquisition by the Company of the Stock Option Subscribed Shares and/or of the cancellation of any non-exercised Stock Option, including, (x) copies of (i) the stock option exercise letters and of the subscription forms (bulletins de souscription) according to which the Stock Option Holders subscribed for the Stock Option Subscribed Shares and (ii) the share transfer forms (ordre de mouvement) in respect of the acquisition by the Company of the Stock Option Subscribed Shares, and (y) the original share transfer register (registre des mouvements de titres) and individual accounts (comptes d’actionnaires) of Digital Virgo which shall be up to date, and in which the exercise of the Stock Options, the transfer of all the Stock Option Subscribed Shares to Digital Virgo and/or the cancellation of any non-exercised Stock Option shall have been recordedthis Agreement; (vi) Black & Decker and Buyer shall execute and deliver the consents, approvals and waivers listed in Section 2.04(e)(vi) of the Seller Disclosure Letter; (vii) to the extent requested by the Sellers, subscription forms in respect of the Closing Shares to be received by each Seller, executed by each Seller; (viii) a properly completed Internal Revenue Service Form W-8 series duly executed by each Seller; (Services A) all other documents, instruments or certificates required to be delivered by the Seller Representative at or prior to the Closing pursuant to Section 7.01; and (B) such other documents or certificates as shall reasonably be required by Purchaser and its counsel to consummate the Transactions (including the Share Sale). (f) Purchaser shall deliver to the Seller Representative: (i) a certified copy of the A&R Purchaser Charter; (ii) a copy of the A&R Purchaser Bylaws; (iii) to the extent requested by the Sellers, subscription forms in respect of the Closing Shares to be received by each Seller, executed by P▇▇▇▇▇▇▇▇nt substantially in the form contemplated by Attachment XIV of this Agreement; (ivvii) a copy Buyer shall pay and deliver to Black & Decker, for its own account and as agent for the Sellers ▇▇ ▇▇count of the resolutions taken Adjusted Purchase Price, the amount of $178,656,000 in immediately available funds by the Purchaser Board in connection with the approval of this Agreement and the Transactions wire transfer to one single account designated by Black & Decker (including the Share Sale); and (v) (A) all other documents, instruments or certificates required which account shall be designated by Black & Decker by writt▇▇ notice to be delivered by Purchaser Buyer at or prior least two Business Day▇ ▇▇▇▇r to the Closing pursuant Date, or such shorter notice as Buyer shall agree to Section 7.02; and accept); (Bviii) such other documents Black & Decker shall deliver resignation letters of the members of t▇▇ ▇▇▇rds of directors or certificates as shall reasonably be required by the Seller Representative to consummate manager board (in case of the Transactions (including the Share Sale)S.r.

Closing Transactions. At the Closing, the following events shall occur, each event being (i) conditioned on the occurrence or waiver of each other event and (ii) being deemed to have occurred simultaneously with the other events: (a) Purchaser Each Accepting Seller shall tender to Buyer share certificate(s) representing all the issued and outstanding Shares owned by such Accepting Seller together with a share transfer deed representing all such Shares duly executed in favor of Buyer. If any share certificate shall have been lost, stolen or destroyed, Buyer may, in its reasonable discretion and as a condition precedent to the payment of the Purchase Price to the Accepting Seller selling the Shares represented by such share certificate, require the owner of such lost, stolen or destroyed share certificate to provide an appropriate affidavit and to deliver an indemnity against any claim that may be made against Buyer or the Company with respect to such share certificate. (b) All outstanding Options shall be subjected to the Cashless Exercise. (c) The Company shall deliver to Buyer the shareholders’ register of the Company evidencing the transfer of the Shares (including the shares acquired through the Compulsory Acquisition and the Cashless Exercise) to Buyer or its designee. (d) Buyer shall pay to the Sellers’ Representative, or cause a paying agent designated by the Sellers’ Representative and reasonably acceptable to Buyer, the Closing Payment for the benefit of, and distribution to, the Accepting Sellers, Dissenting Holders and Exercising Option Holders (or the trustee of such Exercising Option Holders) and in accordance with the Articles of Association of the Company. Such amount shall be paid in cash out of the Available Cash, in U.S. dollars by wire transfer of immediately available funds: funds pursuant to wire instructions delivered by the Sellers’ Representative or paying agent to Buyer not later than three (i3) all amounts included in Seller Transaction Expenses Business Days prior to the accounts set forth Closing. The Sellers shall pay any and all charges and Expenses of any paying agent designated by the Sellers’ Representative to act on its behalf in connection with the disbursement of the Closing Statement; and (iiPayment and such changes and Expenses shall reduce the Closing Payment as provided in Section 1.03(b) all amounts included in the Purchaser Transaction Expenses to the accounts set forth in the Purchaser Closing Statementof this Agreement. (be) Each Buyer shall transfer the Escrow Amount by wire transfer of Purchaser, the Seller Representative and the Sponsor shall deliver an executed counterpart immediately available funds to an escrow agreement to be entered into on the Closing Date by and among Purchaser, the Seller Representative, the Sponsor and an escrow agent mutually agreed upon by PJ▇ ▇▇▇▇▇▇▇▇, the Seller Representative and the Sponsor ▇ Chase Bank (the “Escrow Agent”) to such account or accounts as designated in writing by the Escrow Agent. The Escrow Amount together with all subsequent earnings on investments thereof while deposited with the Escrow Agent shall be referred to as the “Escrow Fund.” The Escrow Fund shall be held by the Escrow Agent pursuant to the terms and conditions of an Escrow Agreement in substantially the form to be mutually agreed upon by Purchaser, the Seller Representative and the Sponsor attached hereto as Exhibit A (the “Escrow Agreement”). Pursuant to ) between the Escrow AgreementAgent, Purchaser shall deposit with the Escrow Agent at Closing: (i) the Seller Earnout Escrow Shares into a designated and separate escrow account (the “Seller Earnout Escrow Account”), Buyer and the Escrow Agent will hold and disburse the Seller Earnout Escrow Shares as provided herein and in the Escrow Agreement; and (ii) the Initial Shareholders Earnout Escrow Shares into a designated and separate escrow account (the “Initial Shareholders Earnout Escrow Account”), and the Escrow Agent will hold and disburse the Initial Shareholders Earnout Escrow Shares as provided herein and in the Escrow Agreement; (c) Purchaser shall make, or cause to be made, appropriate book entries in the name of each Seller evidencing the issuance of the Closing Shares to such Seller as set forth on the Consideration Spreadsheet (as updated, to the extent necessary, pursuant to Section 2.10), free and clear of all Liens (except for (i) Liens created by, or on behalf of, such Seller, (ii) Liens consisting of restrictions on transfer generally arising under applicable federal securities Laws or state securities Law and (iii) the restrictions arising under the lock-up provisions under the Investors Rights Agreement)Sellers’ Representative. (df) Purchaser shall pay, or cause to be paid, the Closing Cash Consideration to the Sellers, as set forth on the Consideration Spreadsheet (as updated, to the extent necessary, pursuant to Section 2.10); (e) The Seller Representative Buyer shall deliver to Purchaser: (i) a copy of minutes of the decisions of the Strategic Committee approving the signature of this Agreement by the Company, and the transactions contemplated hereof; (ii) original validly executed share transfer forms (ordre de mouvement) in respect of the Purchased Shares, in the name of P▇▇▇▇▇▇▇▇, duly executed by all Sellers (personally or by an agent or through a power of attorney); (iii) the original share transfer register (registre des mouvements de titres) and each Seller’s individual accounts (comptes d’actionnaires) of the Company which shall be up to date, and in which the transfer of all the Purchased Shares to Purchaser shall have been recorded as of the Closing Date free and clear of any Liens (except for (i) Liens created by Purchaser, (ii) Liens consisting of restrictions on transfer generally arising under applicable federal securities Laws or state securities Law, and (iii) Excepted Liens); (iv) three original copies of the tax transfer forms (formulaire cerfa n°2759 SD) in respect of all transfer of the Purchased Shares upon Closing subject to proportional French transfer taxes, duly completed and executed by each Seller; (v) all relevant documents to evidence the acquisition by the Company of the Stock Option Subscribed Shares and/or of the cancellation of any non-exercised Stock Option, including, (x) copies of (i) the stock option exercise letters and of the subscription forms (bulletins de souscription) according to which the Stock Option Holders subscribed for the Stock Option Subscribed Shares and (ii) the share transfer forms (ordre de mouvement) in respect of the acquisition by the Company of the Stock Option Subscribed Shares, and (y) the original share transfer register (registre des mouvements de titres) and individual accounts (comptes d’actionnaires) of Digital Virgo which shall be up to date, and in which the exercise of the Stock Options, the transfer of all the Stock Option Subscribed Shares to Digital Virgo and/or the cancellation of any non-exercised Stock Option shall have been recorded; (vi) the consents, approvals and waivers listed in Section 2.04(e)(vi) of the Seller Disclosure Letter; (vii) to the extent requested by the Sellers, subscription forms in respect of the Closing Shares to be received by each Seller, executed by each Seller; (viii) a properly completed Internal Revenue Service Form W-8 series duly executed by each Seller; (A) all other documents, instruments or certificates required to be delivered by the Seller Representative at or prior to the Closing pursuant to Section 7.01; and (B) such other documents or certificates as shall reasonably be required by Purchaser and its counsel to consummate the Transactions (including the Share Sale). (f) Purchaser shall deliver to the Seller Representative: (i) a certified copy Buyer, such documents and instruments as shall evidence fulfillment or waiver of the A&R Purchaser Charter; (ii) a copy of the A&R Purchaser Bylaws; (iii) conditions to the extent requested by the Sellers, subscription forms Closing set forth in respect of the Closing Shares to be received by each Seller, executed by P▇▇▇▇▇▇▇▇; (iv) a copy of the resolutions taken by the Purchaser Board in connection with the approval Article VI of this Agreement and the Transactions (including the Share Sale); and (v) (A) all other documents, instruments or certificates required to be delivered by Purchaser at or prior to the Closing pursuant to Section 7.02; and (B) such other documents or certificates as shall reasonably be required by the Seller Representative to consummate the Transactions (including the Share Sale)Agreement.

Closing Transactions. At Upon the terms and subject to the conditions set forth in this Agreement, the Parties agree that at the Closing, among other things: (a) Purchaser shall pay Sellers and the Affiliated Transferors will transfer, or cause to be paid transferred, to Buyer or, to the extent permitted by Applicable Laws, to other Buyer Companies designated in cash out writing by Buyer (the “Buyer Designees”) all Transferred Assets (other than the Managed Transponder Contract Assets), and Buyer or such Buyer Designees, as the case may be, will assume and agree to pay, satisfy and discharge in accordance with their terms, all Assumed Liabilities (other than the Managed Transponder Contract Liabilities); (b) LMGT will transfer to MTC the Managed Transponder Contract Assets, and MTC will assume and agree to pay, satisfy and discharge in accordance with their terms, the Managed Transponder Contract Liabilities; (c) to effect the transfer of certain of the Available CashTransferred Assets and the assumption of the Assumed Liabilities contemplated by the foregoing clause (a), by wire Sellers and Buyers shall execute and deliver the Assignment and Assumption Agreement; (d) to effect the transfer of immediately available funds:the Managed Transponder Contract Assets and the assumption of the Managed Transponder Contract Liabilities contemplated by the foregoing clause (b), MTC and LMGT shall execute and deliver the MTC Assignment and Assumption Agreement; (e) to effect the transfer of certain of the Transferred Assets contemplated by the foregoing clause (a), applicable Seller Companies and Buyer Companies shall execute and deliver appropriate assignment agreements in respect of any patents, patent applications, trademarks, trademark applications, and copyright registrations constituting Transferred Assets; (f) applicable Seller Companies and Buyer Companies and MTC shall execute and deliver the Transition Services Agreement, the Purchase Agreement and the Trademark License Agreement; (g) applicable Seller Companies and Buyer Companies shall execute and deliver assignment agreements for the assignment to Buyer or Buyer Designees of the leases relating to the Leased Facilities (other than the Clarksburg Leased Facility); provided, however, that if any landlord of any such Leased Facility is unwilling to release Seller Companies and their Affiliates from all liabilities and obligations under the lease relating to such Leased Facility and is unwilling to include in the consent to any such assignment a recapture provision that would allow the applicable Seller Company to take back the lease in the event of a default by Buyer or the applicable Buyer Company under the lease, at the option of Sellers, in lieu thereof, the applicable Seller Company and the applicable Buyer Company shall execute and deliver a sublease agreement for the sublease by such Buyer Company of such Leased Facility on the terms and conditions contemplated by the form of sublease agreement attached hereto as Attachment IV; (h) applicable Seller Companies and Buyer Companies shall execute and deliver the Clarksburg Sublease Agreement for the sublease to Buyer or other Buyer Companies of that portion of the premises used by the Business pursuant to the lease relating to the Clarksburg Leased Facility; (i) all amounts included applicable Seller Companies and Buyer Companies shall execute and deliver the IP License contemplated by Section 5.07; (i) Buyer and MTC shall pay and deliver to Sellers, for Sellers’ accounts and as agents for the Affiliated Transferors, an aggregate of Fifty Million Three Hundred and Twenty Nine Thousand Six Hundred and Forty-Nine U.S. Dollars (US$50,329,649.00) in Seller Transaction Expenses immediately available funds by wire transfer to accounts designated by Sellers by written notice to Buyer at least two Business Days prior to the accounts Closing Date (or such shorter notice as Buyer shall agree to accept) and (ii) Parent shall issue or deliver the Purchase Price Shares (as defined below) to the Shares Recipient, or the Additional Cash Payment (as defined below) to the Seller or the Combination Payment (as defined below) to the Shares Recipient and the Seller, as the case may be, to Lockheed M▇▇▇▇▇ or its Affiliates for the benefit of Sellers; (k) applicable Seller Companies shall deliver to Buyer incumbency certificates of the officers signing the Transaction Documents on behalf of each Seller; (l) applicable Seller Companies shall deliver to Buyer certificates, dated the Closing Date, executed by an officer of each Seller Company, certifying the fulfillment of the conditions set forth in Section 10.02(a) hereof; (m) applicable Seller Companies shall deliver to Buyer (i) certificates, dated the Closing Statement; and Date, executed by the Secretary, or an Assistant Secretary, of each Seller, certifying (A) resolutions adopted by the Board of Directors of each Seller authorizing the transactions contemplated by this Agreement and the Transaction Documents and (B) that each Seller has the required approval to authorize the transactions contemplated by this Agreement and the Transaction Documents, and (ii) all amounts included in short form certificates of good standing with respect to each of the Purchaser Transaction Expenses Sellers issued by the jurisdiction of its organization as of a date within seven (7) Business Days prior to the accounts Closing Date; (n) Buyers shall deliver to Sellers incumbency certificates of the officers signing the Transaction Documents on behalf of Buyer and MTC and any other Buyer Company that is party to any Transaction Document; (o) Buyers shall deliver to Sellers certificates, dated the Closing Date, executed by an officer of each Buyer and MTC, certifying the fulfillment of the conditions set forth in the Purchaser Closing Statement.Section 10.03(a) hereof; (bp) Each Buyers shall deliver to Sellers (i) certificates, dated the Closing Date, executed by the Secretary, or an Assistant Secretary, of PurchaserBuyers and Parent, certifying (A) resolutions adopted by the Seller Representative Board of Directors of Buyers and Parent authorizing the transactions contemplated by this Agreement and the Sponsor shall deliver an executed counterpart Transaction Documents and (B) that Buyers and Parent have the required approval to an escrow agreement authorize the transactions contemplated by this Agreement and the Transaction Documents, and (ii) short form certificates of good standing with respect to be entered into on Buyer and MTC issued by the jurisdiction of its organization as of a date within seven (7) Business Days prior to the Closing Date by Date; (q) Buyers shall cause their outside counsel, H▇▇▇▇ & H▇▇▇▇▇▇ L.L.P. and among PurchaserParent’s special legal counsel in Bermuda, the Seller Representative, the Sponsor and an escrow agent mutually agreed upon by C▇▇▇▇▇▇ D▇▇▇ & P▇▇▇▇▇▇▇▇▇ to deliver to the Sellers an opinion, dated the Seller Representative Closing Date, in substantially the form contemplated by Attachment XIII A and B, respectively to this Agreement; (r) Sellers shall cause their outside counsel, King & Spalding LLP, to deliver to Buyer an opinion, dated the Closing Date, in substantially the form contemplated by Attachment XIV; (s) Parent and the Sponsor (Shares Recipient shall execute and deliver the “Escrow Agent”) Registration Rights Agreement Letter in substantially the form contemplated by Attachment XII to be mutually agreed upon by Purchaser, the Seller Representative and the Sponsor (the “Escrow this Agreement”). Pursuant to the Escrow Agreement, Purchaser shall deposit with the Escrow Agent at Closing:; (it) the Seller Earnout Escrow Shares into a designated and separate escrow account (definitive agreement as contemplated by the “Seller Earnout Escrow Account”), and the Escrow Agent will hold and disburse the Seller Earnout Escrow Shares as provided herein and in the Escrow AgreementSide Letter Agreement shall become effective; and (iiu) the Initial Shareholders Earnout Escrow any Person that receives Ordinary Shares into a designated and separate escrow account (the “Initial Shareholders Earnout Escrow Account”), and the Escrow Agent will hold and disburse the Initial Shareholders Earnout Escrow Shares as provided herein and in the Escrow Agreement; (c) Purchaser shall make, or cause to be made, appropriate book entries in the name of each Seller evidencing the issuance of the Closing Shares to such Seller as set forth on the Consideration Spreadsheet (as updated, to the extent necessary, pursuant to Section 2.10), free and clear of all Liens (except for (i) Liens created by, or on behalf of, such Seller, (ii) Liens consisting of restrictions on transfer generally arising under applicable federal securities Laws or state securities Law and (iii) the restrictions arising under the lock-up provisions under the Investors Rights Agreement). (d) Purchaser shall pay, or cause to be paid, the Closing Cash Consideration to the Sellers, as set forth on the Consideration Spreadsheet (as updated, to the extent necessary, pursuant to Section 2.10); (e) The Seller Representative shall deliver to Purchaser: (i) a copy of minutes of the decisions of the Strategic Committee approving the signature of this Agreement by the Company, and the transactions contemplated hereof; (ii) original validly executed share transfer forms (ordre de mouvement) in respect of the Purchased Shares, in the name of P▇▇▇▇▇▇▇▇, duly executed by all Sellers (personally or by an agent or through a power of attorney); (iii) the original share transfer register (registre des mouvements de titres) and each Seller’s individual accounts (comptes d’actionnaires) of the Company which shall be up to date, and in which the transfer of all the Purchased Shares to Purchaser shall have been recorded as of the Closing Date free and clear of any Liens (except for (i) Liens created by Purchaser, (ii) Liens consisting of restrictions on transfer generally arising under applicable federal securities Laws or state securities Law, and (iii) Excepted Liens); (iv) three original copies of the tax transfer forms (formulaire cerfa n°2759 SD) in respect of all transfer of the Purchased Shares upon Closing subject to proportional French transfer taxes, duly completed and executed by each Seller; (v) all relevant documents to evidence the acquisition by the Company of the Stock Option Subscribed Shares and/or of the cancellation of any non-exercised Stock Option, including, (x) copies of (i) the stock option exercise letters and of the subscription forms (bulletins de souscription) according to which the Stock Option Holders subscribed for the Stock Option Subscribed Shares and (ii) the share transfer forms (ordre de mouvement) in respect of the acquisition by the Company of the Stock Option Subscribed Shares, and (y) the original share transfer register (registre des mouvements de titres) and individual accounts (comptes d’actionnaires) of Digital Virgo which shall be up to date, and in which the exercise of the Stock Options, the transfer of all the Stock Option Subscribed Shares to Digital Virgo and/or the cancellation of any non-exercised Stock Option shall have been recorded; (vi) the consents, approvals and waivers listed in Section 2.04(e)(vi) of the Seller Disclosure Letter; (vii) to the extent requested by the Sellers, subscription forms in respect of the Closing Shares to be received by each Seller, executed by each Seller; (viii) a properly completed Internal Revenue Service Form W-8 series duly executed by each Seller; (A) all other documents, instruments or certificates required to be delivered by the Seller Representative at or prior to the Closing pursuant to Section 7.01; the Contemplated Transactions shall execute and deliver a counterpart to the Shareholders Agreement (B) such other documents or certificates as shall reasonably be required by Purchaser and its counsel to consummate the Transactions (including the Share Saleif not already a party thereto). (f) Purchaser shall deliver to the Seller Representative: (i) a certified copy of the A&R Purchaser Charter; (ii) a copy of the A&R Purchaser Bylaws; (iii) to the extent requested by the Sellers, subscription forms in respect of the Closing Shares to be received by each Seller, executed by P▇▇▇▇▇▇▇▇; (iv) a copy of the resolutions taken by the Purchaser Board in connection with the approval of this Agreement and the Transactions (including the Share Sale); and (v) (A) all other documents, instruments or certificates required to be delivered by Purchaser at or prior to the Closing pursuant to Section 7.02; and (B) such other documents or certificates as shall reasonably be required by the Seller Representative to consummate the Transactions (including the Share Sale).

Closing Transactions. At Upon the terms and subject to the conditions set forth in this Agreement, at the Closing: (a) Purchaser shall pay or cause to be paid in cash out , following consummation of the Available CashPre-Sale Transactions pursuant to Section ‎2.1, by wire Seller shall, or shall cause its applicable Affiliate to, sell, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Seller or its applicable Affiliate, free and clear of immediately available fundsall Liens, all of the Transferred Shares. Immediately following such purchase and sale of the Transferred Shares, the following transactions shall be consummated: (i) Seller shall, and shall cause its Affiliates (other than the Acquired Companies) to, sell, convey, assign, transfer and deliver to Asset Buyer, free and clear of all amounts included Liens other than Permitted Liens, and Buyer shall cause Asset Buyer to purchase, acquire and accept from Seller and its Affiliates, all of Seller’s and each such Affiliate’s right, title and interest in Seller Transaction Expenses and to the accounts set forth in Allocated Assets pursuant to the Closing Statement; and ▇▇▇▇ of Sale, and (ii) Seller shall, and shall cause its Affiliates (other than the Acquired Companies) to, assign to Asset Buyer, and Buyer shall cause Asset Buyer to assume, the Allocated Liabilities, and Seller shall and shall cause its Affiliates (other than the Acquired Companies) to, sell, convey, assign, transfer and deliver to Asset Buyer, free and clear of all amounts included Liens other than Permitted Liens, and Buyer shall cause Asset Buyer to assume, the Allocated Contracts, in the Purchaser Transaction Expenses each case pursuant to the accounts set forth in the Purchaser Closing Statement. (b) Each of Purchaser, the Seller Representative Assignment and the Sponsor shall deliver an executed counterpart to an escrow agreement to be entered into on the Closing Date by and among Purchaser, the Seller Representative, the Sponsor and an escrow agent mutually agreed upon by P▇▇▇▇▇▇▇▇, the Seller Representative and the Sponsor (the “Escrow Agent”) in the form to be mutually agreed upon by Purchaser, the Seller Representative and the Sponsor (the “Escrow Assumption Agreement”). Pursuant to the Escrow Agreement, Purchaser shall deposit with the Escrow Agent at Closing:; (i) Seller shall cause RLI and Buyer shall cause SLD to enter into the Seller Earnout Escrow Shares into a designated and separate escrow account (the “Seller Earnout Escrow Account”), RLI-SLD Reinsurance Agreement and the Escrow Agent will hold and disburse the Seller Earnout Escrow Shares as provided herein and in the Escrow RLI Trust Agreement; and , (ii) Seller and Buyer shall direct the Initial Shareholders Earnout Escrow Shares Trustee to enter into a designated and separate escrow account the RLI Trust Agreement, (the “Initial Shareholders Earnout Escrow Account”), and the Escrow Agent will hold and disburse the Initial Shareholders Earnout Escrow Shares as provided herein and in the Escrow Agreement; (ciii) Purchaser Seller shall make, or cause RLI to be made, appropriate book entries in the name of each Seller evidencing the issuance of the Closing Shares to such Seller as set forth on the Consideration Spreadsheet (as updated, transfer to the extent necessary, pursuant to Section 2.10)RLI Trust Account, free and clear of all Liens (except for other than Permitted Liens or Liens created under the RLI-SLD Reinsurance Agreement or the RLI Trust Agreement), Investment Assets selected in accordance with the Asset Identification Protocol that have an aggregate Fair Market Value (as estimated by Seller in good faith) equal to the Estimated RLI Required Initial Premium plus the absolute value of the RLI Ceding Commission, if the RLI Ceding Commission is a negative amount, or minus the RLI Ceding Commission, if the RLI Ceding Commission is a positive amount, and if the RLI Ceding Commission is positive Buyer shall cause SLD to transfer to the RLI Trust Account Investment Assets having a Fair Market Value (as estimated by Buyer in good faith) not less than the RLI Ceding Commission in addition to any other amounts SLD is required to transfer to the RLI Trust Account pursuant to the RLI-SLD Reinsurance Agreement and (iv) the parties shall otherwise cause the transactions contemplated thereby to occur on the Closing Date to be consummated; (i) Liens created by, or on behalf of, such SellerSeller shall cause RLINY and Buyer shall cause SLD to enter into the RLINY Reinsurance Agreement and the RLINY Trust Agreement, (ii) Liens consisting of restrictions on transfer generally arising under applicable federal securities Laws or state securities Law Seller shall cause RLINY and Buyer shall cause NY Administrator to enter into the RLINY Administrative Services Agreement, (iii) Buyer and Seller shall direct the restrictions arising Trustee to enter into the RLINY Trust Agreement, (iv) Seller shall cause RLINY to transfer to the RLINY Trust Account, free and clear of all Liens (other than Permitted Liens or Liens created under the lock-up provisions under RLINY Reinsurance Agreement or the Investors Rights RLINY Trust Agreement). , Investment Assets selected in accordance with the Asset Identification Protocol that have an aggregate Fair Market Value (das estimated by Seller in good faith) Purchaser shall payequal to the Estimated RLINY Required Initial Premium plus the absolute value of the RLINY Ceding Commission, if the RLINY Ceding Commission is a negative amount, or minus the RLINY Ceding Commission, if the RLINY Ceding Commission is a positive amount, and if the RLINY Ceding Commission is positive Buyer shall cause SLD to transfer to the RLINY Trust Account Investment Assets having a Fair Market Value (as estimated by Buyer in good faith) not less than the RLINY Ceding Commission in addition to any other amounts SLD is required to transfer to the RLINY Trust Account pursuant to the RLINY Reinsurance Agreement and (v) the parties shall otherwise cause the transactions contemplated thereby to occur on the Closing Date to be paid, the Closing Cash Consideration to the Sellers, as set forth on the Consideration Spreadsheet (as updated, to the extent necessary, pursuant to Section 2.10)consummated; (e) The Seller Representative shall deliver to Purchaser: (i) a copy of minutes of Seller shall cause VRIAC and Buyer shall cause SLD to enter into the decisions of the Strategic Committee approving the signature of this VRIAC Reinsurance Agreement by the Company, and the transactions contemplated hereof; VRIAC Trust Agreement, (ii) original validly executed share transfer forms (ordre de mouvement) in respect of Seller and Buyer shall direct the Purchased SharesTrustee to enter into the VRIAC Trust Agreement, in the name of P▇▇▇▇▇▇▇▇, duly executed by all Sellers (personally or by an agent or through a power of attorney); (iii) Seller shall cause VRIAC to transfer to the original share transfer register (registre des mouvements de titres) and each Seller’s individual accounts (comptes d’actionnaires) of the Company which shall be up to dateVRIAC Trust Account, and in which the transfer of all the Purchased Shares to Purchaser shall have been recorded as of the Closing Date free and clear of any all Liens (except for other than Permitted Liens or Liens created under the VRIAC Reinsurance Agreement or the VRIAC Trust Agreement), Investment Assets selected in accordance with the Asset Identification Protocol that have an aggregate Fair Market Value (as estimated by Seller in good faith) equal to the Estimated VRIAC Required Initial Premium plus the absolute value of the VRIAC Ceding Commission, if the VRIAC Ceding Commission is a negative amount, or minus the VRIAC Ceding Commission, if the VRIAC Ceding Commission is a positive amount, and if the VRIAC Ceding Commission is positive Buyer shall cause SLD to transfer to the VRIAC Trust Account Investment Assets having a Fair Market Value (as estimated by Buyer in good faith) not less than the VRIAC Ceding Commission in addition to any other amounts SLD is required to transfer to the VRIAC Trust Account pursuant to the VRIAC Reinsurance Agreement and (iv) the parties shall otherwise cause the transactions contemplated thereby to occur on the Closing Date to be consummated; (i) Liens created by PurchaserSeller shall cause RLI and Buyer shall cause Buyer Lifeco to enter into the RLI-Buyer Lifeco Reinsurance Agreement, (ii) Liens consisting Seller shall cause RLI to allocate to the funds withheld account established thereunder (the “Funds Withheld Account”) Investment Assets selected in accordance with the Asset Identification Protocol that have an aggregate Statutory Carrying Value (as estimated by Seller in good faith) equal to the Estimated RLI-Buyer Lifeco Required Initial Premium, (iii) Seller shall cause RLI to pay to Buyer Lifeco the absolute value of restrictions on the Buyer-Lifeco Ceding Commission, if it is a negative amount, or Buyer shall cause Buyer Lifeco to pay RLI the Buyer-Lifeco Ceding Commission if it is a positive amount, and Buyer shall further cause Buyer Lifeco to transfer generally arising under applicable federal securities Laws to the Funds Withheld Account agreed upon Investment Assets or state securities Lawcash having a Fair Market Value that is required to be transferred to the Funds Withheld Account pursuant to the RLI-Buyer Lifeco Reinsurance Agreement, and (iii) Excepted Liens); (iv) three original copies of the tax transfer forms (formulaire cerfa n°2759 SD) in respect of all transfer of parties shall otherwise cause the Purchased Shares upon Closing subject transactions contemplated thereby to proportional French transfer taxes, duly completed and executed by each Seller; (v) all relevant documents to evidence the acquisition by the Company of the Stock Option Subscribed Shares and/or of the cancellation of any non-exercised Stock Option, including, (x) copies of (i) the stock option exercise letters and of the subscription forms (bulletins de souscription) according to which the Stock Option Holders subscribed for the Stock Option Subscribed Shares and (ii) the share transfer forms (ordre de mouvement) in respect of the acquisition by the Company of the Stock Option Subscribed Shares, and (y) the original share transfer register (registre des mouvements de titres) and individual accounts (comptes d’actionnaires) of Digital Virgo which shall be up to date, and in which the exercise of the Stock Options, the transfer of all the Stock Option Subscribed Shares to Digital Virgo and/or the cancellation of any non-exercised Stock Option shall have been recorded; (vi) the consents, approvals and waivers listed in Section 2.04(e)(vi) of the Seller Disclosure Letter; (vii) to the extent requested by the Sellers, subscription forms in respect of occur on the Closing Shares Date to be received by each Seller, executed by each Sellerconsummated; (viii) a properly completed Internal Revenue Service Form W-8 series duly executed by each Seller; (A) all other documents, instruments or certificates required to be delivered by the Seller Representative at or prior to the Closing pursuant to Section 7.01; and (B) such other documents or certificates as shall reasonably be required by Purchaser and its counsel to consummate the Transactions (including the Share Sale). (f) Purchaser Seller shall deliver cause RLI and VRIAC, and Buyer shall cause SLD and Buyer Lifeco, to enter into the Seller Representative: (i) a certified copy of the A&R Purchaser CharterOmnibus Administrative Services Agreement; (iig) a copy of Seller shall cause VIM, on the A&R Purchaser Bylawsone hand, and Buyer shall cause SLD, on the other hand, to enter into the Investment Management Agreement; (iiih) to Buyer shall cause SLD, and Seller shall cause the extent requested by the Sellers, subscription forms in respect applicable holder of the Closing Shares Remaining Surplus Notes, to be received by each Selleramend the Remaining Surplus Notes, executed by P▇▇▇▇▇▇▇▇; (iv) a copy of upon the resolutions taken by the Purchaser Board terms set forth in connection with the approval of this Agreement and the Transactions (including the Share SaleSchedule 1.1(h); and (vi) (A) all The parties shall, and shall cause their applicable Affiliates to, consummate the other documents, instruments or certificates required transactions contemplated by this Agreement and the other Transaction Agreements to be delivered by Purchaser occur at or prior to after the Closing pursuant to in accordance with Annex D. Each transaction set forth in this Section 7.02‎2.2 will be consummated on the same day immediately after the preceding transaction and will be conditioned upon the completion of the prior transaction or transactions; and (B) such other documents or certificates as provided that no Person shall reasonably be required by the Seller Representative obligated to consummate any such transaction unless it shall have received reasonable assurances that the Transactions (including the Share Sale)subsequent transactions will be so consummated on such day.

Closing Transactions. (a) The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLC, ▇▇ ▇. ▇▇▇▇▇▇ St., 12th Floor, Chicago, Illinois 60603, commencing at 10:00 a.m. on the second Business Day following the satisfaction or waiver of the conditions set forth in Article III (other than conditions with respect to actions the respective Parties will take at the Closing itself), or at such other place or on such other date as may be mutually agreeable to the Purchaser and the Seller. The date on which the Closing occurs is referred to as the “Closing Date.” (b) At the Closing: (ai) Seller shall deliver to the Purchaser, free and clear of any Liens other than Permitted Liens, title to the Acquired Assets, and the Purchaser shall pay or cause assume the Assumed Liabilities; (ii) the Purchaser shall deliver to be paid in cash out of the Available CashSeller the Closing Payment minus (A) the Escrow Amount, minus (B) the Aggregate Payoff Amount (defined below), by wire transfer of immediately available funds:funds to such bank account of the Seller as the Sellers shall designate in writing; (iiii) all amounts included in Seller Transaction Expenses the Purchaser shall deliver to the accounts set forth in Escrow Agent $5,500,000 of the Closing Statement; and (ii) all amounts included in the Purchaser Transaction Expenses to the accounts set forth in the Purchaser Closing Statement. (b) Each of Purchaser, the Seller Representative and the Sponsor shall deliver an executed counterpart to an escrow agreement to be entered into on the Closing Date by and among Purchaser, the Seller Representative, the Sponsor and an escrow agent mutually agreed upon by P▇▇▇▇▇▇▇▇, the Seller Representative and the Sponsor Purchase Price (the “Escrow AgentAmount”) in cash by wire transfer of immediately available funds to the form to be mutually agreed upon by Purchaser, the Seller Representative and the Sponsor account (the “Escrow AgreementAccount”). Pursuant to ) designated by the Escrow AgreementAgent, Purchaser shall deposit to be held and disbursed in accordance with the Escrow Agent at Closing: (i) the Seller Earnout Escrow Shares into a designated and separate escrow account (the “Seller Earnout Escrow Account”), and the Escrow Agent will hold and disburse the Seller Earnout Escrow Shares as provided herein and in the Escrow Agreement; and (ii) the Initial Shareholders Earnout Escrow Shares into a designated and separate escrow account (the “Initial Shareholders Earnout Escrow Account”), and the Escrow Agent will hold and disburse the Initial Shareholders Earnout Escrow Shares as provided herein and in the Escrow Agreement; (civ) at the direction of the Seller, the Purchaser shall makedeliver to the applicable bank, financial institution or cause other third party to be made, appropriate book entries whom Seller owes any Indebtedness the amounts indicated in the name of each Seller evidencing the issuance Payoff Letters, which shall be as of the Closing Shares to such Seller as set forth on the Consideration Spreadsheet (as updatedDate, to fully satisfy such Indebtedness and to cause a full release of any Liens securing such Indebtedness (with respect to each Payoff Letter, the extent necessary, pursuant to Section 2.10“Payoff Amount”), free and clear . The sum of all Liens (except for (i) Liens created by, or on behalf of, such Seller, (ii) Liens consisting of restrictions on transfer generally arising under applicable federal securities Laws or state securities Law and (iii) the restrictions arising under the lock-up provisions under the Investors Rights Agreement). (d) Purchaser shall pay, or cause to be paid, the Closing Cash Consideration to the Sellers, as set forth on the Consideration Spreadsheet (as updated, to the extent necessary, pursuant to Section 2.10); (e) The Seller Representative shall deliver to Purchaser: (i) a copy of minutes of the decisions of the Strategic Committee approving the signature of this Agreement by the Company, and the transactions contemplated hereof; (ii) original validly executed share transfer forms (ordre de mouvement) in respect of the Purchased Shares, in the name of P▇▇▇▇▇▇▇▇, duly executed by all Sellers (personally or by an agent or through a power of attorney); (iii) the original share transfer register (registre des mouvements de titres) and each Seller’s individual accounts (comptes d’actionnaires) of the Company which shall be up to date, and in which the transfer of all the Purchased Shares to Purchaser shall have been recorded Payoff Amounts as of the Closing Date free and clear of any Liens (except for (i) Liens created by Purchaser, (ii) Liens consisting of restrictions on transfer generally arising under applicable federal securities Laws or state securities Law, and (iii) Excepted Liens); (iv) three original copies of the tax transfer forms (formulaire cerfa n°2759 SD) in respect of all transfer of the Purchased Shares upon Closing subject to proportional French transfer taxes, duly completed and executed by each Seller; (v) all relevant documents to evidence the acquisition by the Company of the Stock Option Subscribed Shares and/or of the cancellation of any non-exercised Stock Option, including, (x) copies of (i) the stock option exercise letters and of the subscription forms (bulletins de souscription) according to which the Stock Option Holders subscribed for the Stock Option Subscribed Shares and (ii) the share transfer forms (ordre de mouvement) in respect of the acquisition by the Company of the Stock Option Subscribed Shares, and (y) the original share transfer register (registre des mouvements de titres) and individual accounts (comptes d’actionnaires) of Digital Virgo which shall be up referred to date, and in which herein as the exercise of the Stock Options, the transfer of all the Stock Option Subscribed Shares to Digital Virgo and/or the cancellation of any non-exercised Stock Option shall have been recorded; (vi) the consents, approvals and waivers listed in Section 2.04(e)(vi) of the Seller Disclosure Letter; (vii) to the extent requested by the Sellers, subscription forms in respect of the Closing Shares to be received by each Seller, executed by each Seller; (viii) a properly completed Internal Revenue Service Form W-8 series duly executed by each Seller; (A) all other documents, instruments or certificates required to be delivered by the Seller Representative at or prior to the Closing pursuant to Section 7.01; and (B) such other documents or certificates as shall reasonably be required by Purchaser and its counsel to consummate the Transactions (including the Share Sale). (f) Purchaser shall deliver to the Seller Representative: (i) a certified copy of the A&R Purchaser Charter; (ii) a copy of the A&R Purchaser Bylaws; (iii) to the extent requested by the Sellers, subscription forms in respect of the Closing Shares to be received by each Seller, executed by P▇▇▇▇▇▇▇▇; (iv) a copy of the resolutions taken by the Purchaser Board in connection with the approval of this Agreement and the Transactions (including the Share Sale)“Aggregate Payoff Amount”; and (v) (A) all each Party shall deliver the certificates and other documents, documents and instruments or certificates required to be delivered by Purchaser at or prior to the Closing pursuant to Section 7.02; and (B) on behalf of such other documents or certificates as shall reasonably be required by the Seller Representative to consummate the Transactions (including the Share Sale)Party under Article III.

Closing Transactions. At the Closing: (a) The Shareholders’ Representative shall deliver to Purchaser all share certificates representing the IWM Shares and the Highlander Shares (each, a “Certificate”). (b) Purchaser shall pay or cause to be paid in cash out of the Available Cashcash, by wire transfer of immediately available funds: (i) all amounts included in Seller the Estimated Company Transaction Expenses to the accounts set forth in the Closing Statement; andprovided that (i) Purchaser shall pay directly to IWM and Highlander any amount in respect of Estimated Company Transaction Expenses paid by IWM or Highlander, as applicable, prior to the Closing and (ii) Purchaser shall pay directly to each of IWM and Highlander any Estimated Company Transaction Expenses paid by a Target Company prior to Closing in accordance with the IWM Escrow Percentage and the Highlander Escrow Percentage, as applicable; (ii) all amounts included in the Purchaser Transaction Expenses to the accounts set forth in the Purchaser Closing Statement, to the extent not paid by Purchaser prior to the Closing; (iii) the Closing IWM Cash Consideration less the IWM Escrow Contribution to the accounts designated by IWM and set forth in the Closing Statement; (iv) the Closing Highlander Cash Consideration less the Highlander Escrow Contribution to the accounts designated by Highlander and set forth in the Closing Statement; and (v) the Closing Optionholder Cash Consideration less the aggregate Optionholder Escrow Contribution to the payroll account designated by the Company pursuant to Section 2.12. (bc) Each of Purchaser, the Seller Representative Purchaser and the Sponsor Shareholders’ Representative shall deliver an executed counterpart to an escrow agreement to be entered into on the Closing Date by and among Purchaser, the Seller Representative, the Sponsor and an escrow agent mutually agreed upon by P▇▇▇▇▇▇▇▇, the Seller Shareholders’ Representative and the Sponsor (the “Escrow Agent”) Agent in the form to be mutually agreed upon by Purchaser, the Seller Representative Purchaser and the Sponsor Shareholders’ Representative (such agreement not to be unreasonably withheld, conditioned or delayed by either Purchaser or the Shareholders’ Representative) (the “Adjustment Escrow Agreement”). Pursuant to the Adjustment Escrow Agreement, Purchaser shall deposit with the Escrow Agent at Closing: Closing an amount equal to $5,000,000 (ithe “Adjustment Escrow Amount”) the Seller Earnout Escrow Shares into a designated and separate escrow account (the “Seller Earnout Adjustment Escrow Account”), by wire transfer of immediately available funds in U.S. dollars, and Purchaser and the Shareholders’ Representative will appoint the Escrow Agent will to hold the Adjustment Escrow Account until the final determination of the Final Consideration and disburse the Seller Earnout Adjustment Escrow Shares Account as provided herein and in the Escrow Agreement; and. (ii) the Initial Shareholders Earnout Escrow Shares into a designated and separate escrow account (the “Initial Shareholders Earnout Escrow Account”), and the Escrow Agent will hold and disburse the Initial Shareholders Earnout Escrow Shares as provided herein and in the Escrow Agreement; (cd) Purchaser shall make, or cause (a) issue to be made, appropriate book entries the accounts designated by the Shareholders’ Representative in the name of each Seller evidencing Closing Statement the issuance of Purchaser Ordinary Shares comprising the Closing Shares to such Seller as set forth on IWM Share Consideration, the Closing Highlander Share Consideration Spreadsheet (as updated, to and the extent necessary, pursuant to Section 2.10)Closing Optionholder Share Consideration, free and clear of all Liens (except for (i) Liens created by, or on behalf of, such the applicable Seller, (ii) Liens consisting of restrictions on transfer generally arising under applicable federal securities Laws or state securities Law and (iii) the restrictions arising under the lock-up provisions under the Investors Rights Agreement). , and (db) make appropriate book entries evidencing such issuance to IWM, Highlander and each Optionholder of the Purchaser shall pay, or cause to be paidOrdinary Shares comprising the Closing IWM Share Consideration, the Closing Cash Highlander Share Consideration to and the Sellersapplicable Closing Optionholder Share Consideration, as set forth on the Consideration Spreadsheet (as updated, to the extent necessary, pursuant to Section 2.10);respectively. (e) The Seller Representative Company or the Shareholders’ Representative, as applicable, shall deliver to Purchaser: (i) a copy of minutes of the decisions of the Strategic Committee approving the signature of this Agreement Investor Rights Agreement, duly executed by the Company, and the transactions contemplated hereofSellers; (ii) original validly executed share transfer forms (ordre de mouvement) in respect a copy of the Purchased Shares, in the name of P▇▇▇▇▇▇▇▇Investor Representation Letters, duly executed by all Sellers (personally or by an agent or through a power of attorney)the Sellers; (iii) the original share transfer register (registre des mouvements de titres) and each Seller’s individual accounts (comptes d’actionnaires) a copy of the Company which shall be up to dateAmended and Restated Services Agreement, and in which the transfer of all the Purchased Shares to Purchaser shall have been recorded as of the Closing Date free and clear of any Liens (except for (i) Liens created duly executed by Purchaser, (ii) Liens consisting of restrictions on transfer generally arising under applicable federal securities Laws or state securities Law, and (iii) Excepted Liens)Highlander; (iv) three original copies of resolutions and actions taken by the tax transfer forms Company’s board of directors and the Sellers in connection with the approval of this Agreement and the Transactions (formulaire cerfa n°2759 SD) in respect of all transfer of including the Purchased Shares upon Closing subject to proportional French transfer taxes, duly completed and executed by each SellerShare Sale); (v) all relevant documents to evidence the acquisition by the Company a copy of the Stock Option Subscribed Shares and/or of the cancellation of any non-exercised Stock Option, including, (x) copies of (i) the stock option exercise letters and of the subscription forms (bulletins de souscription) according to which the Stock Option Holders subscribed for the Stock Option Subscribed Shares and (ii) the share transfer forms (ordre de mouvement) in form instrument with respect of to the acquisition by the Company of the Stock Option Subscribed IWM Shares, and (y) the original share transfer register (registre des mouvements de titres) and individual accounts (comptes d’actionnaires) of Digital Virgo which shall be up to date, and in which the exercise of the Stock Options, the transfer of all the Stock Option Subscribed Shares to Digital Virgo and/or the cancellation of any non-exercised Stock Option shall have been recordedduly executed by IWM; (vi) the consents, approvals and waivers listed in Section 2.04(e)(vi) a copy of the Seller Disclosure Lettershare transfer form instrument with respect to the Highlander Shares, duly executed by Highlander; (vii) to the extent requested by updated register of members of FGH, reflecting the Sellers, subscription forms in respect transfer of the Closing IWM Shares to be received by each Seller, executed by each SellerPurchaser; (viii) a properly completed Internal Revenue Service Form W-8 series duly executed by each Sellerthe updated register of members of the Company, reflecting the transfer of the Highlander Shares to Purchaser; (ix) the executed resignation letter of each director of the Company, effective as of the Closing Date; (x) the executed resignation letter of each director of FGH, effective as of the Closing Date; (xi) copies of resolutions and actions taken by board of directors of each of the Company and FGH in connection with the approval of this Agreement and the Transactions; and (xii) (A) all other documents, instruments or certificates required to be delivered by the Seller Representative Company at or prior to the Closing pursuant to Section 7.01; and (B) such other documents or certificates as shall reasonably be required by Purchaser and its counsel to consummate the Transactions (including the Share Sale). (f) Purchaser shall deliver to the Seller Shareholders’ Representative: (i) a certified copy of the A&R Purchaser Charter; (ii) a copy of the A&R Purchaser BylawsInvestor Rights Agreement, duly executed by Purchaser; (iii) to the extent requested by the Sellers, subscription forms in respect a copy of the Closing Shares to be received by each SellerAmended and Restated Services Agreement, duly executed by P▇▇▇▇▇▇▇▇Purchaser; (iv) a copy copies of the resolutions and actions taken by the Purchaser Board Purchaser’s board of directors in connection with the approval of this Agreement and the Transactions (including the Share Sale)Transactions; and (v) (A) all other documents, instruments or certificates required to be delivered by Purchaser at or prior to the Closing pursuant to Section 7.02; and (B) such other documents or certificates as shall reasonably be required by the Seller Shareholders’ Representative and its counsel to consummate the Transactions (including the Share Sale).

Closing Transactions. At the Closing: (a) Purchaser shall pay or cause to be paid in cash out of the Available Cash, by wire transfer of immediately available funds: (i) all amounts included in Seller Transaction Expenses Subject to the accounts conditions set forth in the Closing Statement; and (ii) all amounts included in the Purchaser Transaction Expenses to the accounts set forth in the Purchaser Closing Statement. (b) Each of Purchaser-------------------- this Agreement, the Seller Representative and Parties shall consummate the Sponsor shall deliver an executed counterpart to an escrow agreement to be entered into following transactions (the "Closing Transactions") on the Closing Date by and among Purchaser, the Seller Representative, the Sponsor and an escrow agent mutually agreed upon by P▇▇▇▇▇▇▇▇, the Seller Representative and the Sponsor (the “Escrow Agent”) in the form to be mutually agreed upon by Purchaser, the Seller Representative and the Sponsor (the “Escrow Agreement”). Pursuant to the Escrow Agreement, Purchaser shall deposit with the Escrow Agent at Closing:Date: -------------------- (i) the Stockholders shall cause the Seller Earnout Escrow Shares into a designated and separate escrow account (the “Seller Earnout Escrow Account”)Intermediary, respectively, to convey, and the Escrow Agent will hold and disburse the Seller Earnout Escrow Shares as provided herein and in the Escrow Agreement; and (ii) the Initial Shareholders Earnout Escrow Shares into a designated and separate escrow account (the “Initial Shareholders Earnout Escrow Account”), and the Escrow Agent will hold Intermediary, respectively, shall convey to the Purchaser good and disburse indefeasible title to the Initial Shareholders Earnout Escrow Shares as provided herein Direct Conveyance Property and in the Escrow Agreement; (c) Purchaser shall makeExchange Property, or cause respectively, thereby transferring good and indefeasible title to be made, appropriate book entries in the name of each Seller evidencing the issuance all of the Closing Shares to such Seller as set forth on the Consideration Spreadsheet (as updated, to the extent necessary, pursuant to Section 2.10)Acquired Assets, free and clear of all Liens (except for (i) Liens created byother than Permitted Encumbrances), or on behalf of, such Seller, (ii) Liens consisting of restrictions on transfer generally arising under applicable federal securities Laws or state securities Law and (iii) the restrictions arising under Seller and the lock-up provisions under the Investors Rights Agreement). (d) Purchaser shall pay, or cause to be paid, the Closing Cash Consideration to the Sellers, as set forth on the Consideration Spreadsheet (as updated, to the extent necessary, pursuant to Section 2.10); (e) The Seller Representative Intermediary shall deliver to Purchaser: (i) a copy the Purchaser bills of minutes sale, assignment of leases and contracts and all other instruments of conveyance which are necessary or desirable to effect transfer of the decisions Direct Conveyance Property and the Exchange Property which together constitute all of the Strategic Committee approving Acquired Assets, all of which instruments shall be in form and substance reasonably satisfactory to the signature of this Agreement by the Company, and the transactions contemplated hereofPurchaser; (ii) original validly executed share transfer forms (ordre de mouvement) the Purchaser shall deliver to the Seller such instruments of assumption as are required in respect of order for the Purchased Shares, in Purchaser to assume the name of P▇▇▇▇▇▇▇▇, duly executed by all Sellers (personally or by an agent or through a power of attorney)Assumed Liabilities; (iii) the original share transfer register (registre des mouvements de titres) and each Seller’s individual accounts (comptes d’actionnaires) Purchaser shall repay, or cause to be repaid, on behalf of the Company which shall be up Seller and its Subsidiaries, all amounts necessary to datedischarge fully the then outstanding balance of the Seller's and its Subsidiary's Indebtedness secured by any of the Acquired Assets (including, without limitation, prepayment penalties and premiums) by wire transfer of immediately available funds as directed by the holders of such Indebtedness at or prior to the Closing, and in which the transfer of all the Purchased Shares Seller shall deliver to Purchaser all appropriate payoff letters and shall have been recorded as of make arrangements reasonably satisfactory to Purchaser for such holders to deliver lien releases and canceled notes at the Closing Date free and clear of any Liens (except for (i) Liens created by Purchaser, (ii) Liens consisting of restrictions on transfer generally arising under applicable federal securities Laws or state securities Law, and (iii) Excepted Liens)Closing; (iv) three original copies of the tax transfer forms (formulaire cerfa n°2759 SD) in respect of all Purchaser shall deliver to the Seller the Direct Conveyance Property Purchase Price by wire transfer of the Purchased Shares upon Closing subject to proportional French transfer taxes, duly completed and executed by each Sellerimmediately available funds; (v) all relevant documents the Purchaser shall deliver to evidence the acquisition Intermediary the Stipulated Exchange Price by the Company of the Stock Option Subscribed Shares and/or of the cancellation of any non-exercised Stock Option, including, (x) copies of (i) the stock option exercise letters and of the subscription forms (bulletins de souscription) according to which the Stock Option Holders subscribed for the Stock Option Subscribed Shares and (ii) the share transfer forms (ordre de mouvement) in respect of the acquisition by the Company of the Stock Option Subscribed Shares, and (y) the original share transfer register (registre des mouvements de titres) and individual accounts (comptes d’actionnaires) of Digital Virgo which shall be up to date, and in which the exercise of the Stock Options, the wire transfer of all the Stock Option Subscribed Shares to Digital Virgo and/or the cancellation of any non-exercised Stock Option shall have been recordedimmediately available funds; (vi) the consents, approvals and waivers listed Purchaser shall deliver to the Stockholders (in the manner set forth on the Schedule of Stockholders) the amount set forth in Section 2.04(e)(vi------------------------ 9.9 (a) by wire transfer of the Seller Disclosure Letter;immediately available funds; and (vii) to the extent requested by the Sellers, subscription forms in respect of the Closing Shares to be received by each Seller, executed by each Seller; (viii) a properly completed Internal Revenue Service Form W-8 series duly executed by each Seller; (A) all the Intermediary and the Purchaser, as applicable, shall deliver the opinions, certificates and other documents, documents and instruments or certificates required to be delivered by the Seller Representative at or prior to the Closing pursuant to Section 7.01; and (B) on behalf of such other documents or certificates as shall reasonably be required by Purchaser and its counsel to consummate the Transactions (including the Share Sale)party under Article III. (f) Purchaser shall deliver to the Seller Representative: (i) a certified copy of the A&R Purchaser Charter; (ii) a copy of the A&R Purchaser Bylaws; (iii) to the extent requested by the Sellers, subscription forms in respect of the Closing Shares to be received by each Seller, executed by P▇▇▇▇▇▇▇▇; (iv) a copy of the resolutions taken by the Purchaser Board in connection with the approval of this Agreement and the Transactions (including the Share Sale); and (v) (A) all other documents, instruments or certificates required to be delivered by Purchaser at or prior to the Closing pursuant to Section 7.02; and (B) such other documents or certificates as shall reasonably be required by the Seller Representative to consummate the Transactions (including the Share Sale).

Closing Transactions. At or prior to the Closing, the Parties shall cause the consummation of the following transactions in the following order: (a) Purchaser in connection with the Closing, and in accordance with the Closing Step Plan, the Company and its applicable Subsidiaries shall pay or cause take all action necessary to be paid in cash out effect the extinguishment of the Available CashLoan Notes including cancelling all Loan Note certificates, by wire transfer updating all loan note registers which relate to the Loan Notes and notifying the Official List of immediately available funds:The International Stock Exchange in writing to cancel the listing of all Loan Notes with immediate effect from the Closing Date; (ib) all amounts included in Seller Transaction Expenses the Sponsor shall waive any adjustment to the accounts conversion ratio set forth in the Closing Statement; and (ii) all amounts included Existing SPAC Certificate of Incorporation resulting from the transaction contemplated by the PIPE Subscription Agreements pursuant to and in accordance with the Purchaser Transaction Expenses to the accounts set forth in the Purchaser Closing Statement. (b) Each terms of Purchaser, the Seller Representative and the Sponsor shall deliver an executed counterpart to an escrow agreement to be entered into on the Closing Date by and among Purchaser, the Seller Representative, the Sponsor and an escrow agent mutually agreed upon by P▇▇▇▇▇▇▇▇, the Seller Representative and the Sponsor (the “Escrow Agent”) in the form to be mutually agreed upon by Purchaser, the Seller Representative and the Sponsor (the “Escrow Agreement”). Pursuant to the Escrow Support Agreement, Purchaser which Sponsor Support Agreement shall deposit with remain in full force and effect as of the Escrow Agent at Closing: (i) the Seller Earnout Escrow Shares into a designated and separate escrow account (the “Seller Earnout Escrow Account”), and the Escrow Agent will hold and disburse the Seller Earnout Escrow Shares as provided herein and in the Escrow Agreement; and (ii) the Initial Shareholders Earnout Escrow Shares into a designated and separate escrow account (the “Initial Shareholders Earnout Escrow Account”), and the Escrow Agent will hold and disburse the Initial Shareholders Earnout Escrow Shares as provided herein and in the Escrow Agreement; (c) Purchaser shall make, or cause to be made, appropriate book entries in the name of each Seller evidencing the issuance of the Closing Shares to such Seller as set forth on the Consideration Spreadsheet (as updated, prior to the extent necessaryClosing, pursuant to Section 2.10), free and clear the New SPAC Certificate of all Liens (except for (i) Liens created by, or on behalf of, such Seller, (ii) Liens consisting of restrictions on transfer generally arising under applicable federal securities Laws or state securities Law and (iii) Incorporation authorizing the restrictions arising under the lock-up provisions under the Investors Rights Agreement).New SPAC Common Stock shall become effective; (d) Purchaser the PIPE Investors shall paypurchase, or cause and the SPAC shall issue and sell to be paidthe PIPE Investors, the Closing Cash Consideration to the Sellers, as number of shares of New SPAC Class A Common Shares set forth on in the Consideration Spreadsheet (as updated, to PIPE Subscription Agreements against payment of the extent necessary, pursuant to Section 2.10)subscription price set forth in the PIPE Subscription Agreements; (e) The Seller Representative the SPAC shall deliver deposit or cause to Purchaser:be deposited with the Exchange Agent the Exchange Fund; and (if) a copy of minutes the Parties shall execute the transactions described in the Closing Step Plan in the order in which they appear, with such amendments and modifications as the Company, the SPAC and the Charterhouse Parties may agree to effectuate the intent of the decisions of Parties under this Agreement, and the Strategic Committee approving Parties agree that they shall, and shall cause their Subsidiaries to, deliver any such consents and approvals, and take all such actions, as are necessary and desirable to execute such transactions described in the signature of this Agreement Closing Step Plan (as may be modified and amended by the Company, the SPAC and the transactions contemplated hereof; Charterhouse Parties hereunder), which shall include exercising and procuring the exercise of any and all voting rights attaching to the Existing Company Shares to which such Party is or may become entitled to vote in favor of any resolution approving the Up-C Merger (ii) original validly executed share transfer forms (ordre de mouvement) in respect of including without limitation the Purchased Shares, in resolutions required to approve the name of P▇▇▇▇▇▇▇▇, duly executed by all Sellers (personally or by an agent or through a power of attorney); (iii) merger agreement relating to the original share transfer register (registre des mouvements de titres) and each Seller’s individual accounts (comptes d’actionnairesUp-C Merger under Article 127F(1) of the Company which shall be up to dateCompanies (Jersey) Law 1991 (as amended)), and in which the transfer of all the Purchased Shares to Purchaser shall have been recorded as of the Closing Date free and clear of any Liens (except for (i) Liens created by Purchaser, (ii) Liens consisting of restrictions on transfer generally arising under applicable federal securities Laws or state securities Law, and (iii) Excepted Liens); (iv) three original copies of the tax transfer forms (formulaire cerfa n°2759 SD) in respect of all transfer of the Purchased Shares upon Closing subject to proportional French transfer taxes, duly completed and executed by each Seller; (v) all relevant documents to evidence the acquisition by the Company of the Stock Option Subscribed Shares and/or of the cancellation of any non-exercised Stock Option, including, (x) copies of (i) the stock option exercise letters and of the subscription forms (bulletins de souscription) according to which the Stock Option Holders subscribed for the Stock Option Subscribed Shares and (ii) the share transfer forms (ordre de mouvement) in respect of the acquisition by the Company of the Stock Option Subscribed Shares, and (y) the original share transfer register (registre des mouvements de titres) and individual accounts (comptes d’actionnaires) of Digital Virgo which shall be up to date, and in which the exercise of the Stock Options, the transfer of all the Stock Option Subscribed Shares to Digital Virgo and/or the cancellation of any non-exercised Stock Option shall have been recorded; (vi) the consents, approvals and waivers listed in Section 2.04(e)(vi) of the Seller Disclosure Letter; (vii) to the extent requested by the Sellers, subscription forms in respect of the Closing Shares to be received by each Seller, executed by each Seller; (viii) a properly completed Internal Revenue Service Form W-8 series duly executed by each Seller; (A) all other documents, instruments or certificates required to be delivered by the Seller Representative at or prior to the Closing pursuant to Section 7.01; and (B) such other documents or certificates transactions as shall reasonably be required by Purchaser and its counsel to consummate the Transactions (including the Share Sale). (f) Purchaser shall deliver to the Seller Representative: (i) a certified copy of the A&R Purchaser Charter; (ii) a copy of the A&R Purchaser Bylaws; (iii) to the extent requested by the Sellers, subscription forms in respect of the Closing Shares to be received by each Seller, executed by P▇▇▇▇▇▇▇▇; (iv) a copy of the resolutions taken by the Purchaser Board in connection with the approval of this Agreement and the Transactions (including the Share Sale); and (v) (A) all other documents, instruments or certificates required to be delivered by Purchaser at or prior to the Closing pursuant to Section 7.02; and (B) such other documents or certificates as shall reasonably may be required by the Seller Representative to consummate Closing Step Plan (as may be modified and amended by the Transactions (including Company, the Share SaleSPAC and the Charterhouse Parties hereunder).

Closing Transactions. At the Closing: (a) Purchaser The certificate of merger with respect to the First Merger shall be prepared and executed in accordance with the relevant provisions of the DGCL (the “First Certificate of Merger”) and filed with the Secretary of State of the State of Delaware. (b) The certificate of merger with respect to the Second Merger shall be prepared and executed in accordance with the relevant provisions of the DGCL and the DLLCA (the “Second Certificate of Merger” and, together with the First Certificate of Merger, the “Certificates of Merger”) and filed with the Secretary of State of the State of Delaware. (c) The Stockholders’ Representative shall deliver to Parent all stock certificates representing the Company Stockholders’ shares of Company Preferred Stock and Company Common Stock (each, a “Certificate”). (d) Parent shall pay or cause to be paid in cash out of the Available Cashcash, by wire transfer of immediately available funds: (i) all amounts included in Seller the Estimated Company Transaction Expenses to the accounts set forth in the Closing Statement, to the extent not paid by the Company prior to the Closing; and (ii) all amounts included in as promptly as practicable after the Purchaser Transaction Expenses determination of the Closing Cash Consideration, the Closing Cash Consideration, less the Adjustment Escrow Amount, to the accounts designated by the Company and set forth in the Purchaser Closing Statement. (be) Each of Purchaser, the Seller Representative Parent and the Sponsor Stockholders’ Representative shall deliver an executed counterpart to an escrow agreement to be entered into on the Closing Date by and among PurchaserParent, the Seller Representative, the Sponsor and an escrow agent mutually agreed upon by P▇▇▇▇▇▇▇▇, the Seller Stockholders’ Representative and the Sponsor (the “Escrow Agent”) Agent in substantially the form to be mutually agreed upon by Purchaser, the Seller Representative and the Sponsor attached hereto as Exhibit H (the “Escrow Agreement”). Pursuant to the Escrow Agreement, Purchaser Parent shall deposit with the Escrow Agent at Closing: an amount equal to $5,000,000 (ithe “Adjustment Escrow Amount”) the Seller Earnout Escrow Shares into a designated and separate escrow account (the “Seller Earnout Adjustment Escrow Account”), by wire transfer of immediately available funds in U.S. dollars, and Parent and the Stockholders’ Representative will appoint the Escrow Agent will to hold the Adjustment Escrow Account until the final determination of the Final Merger Consideration and disburse the Seller Earnout Adjustment Escrow Shares Account as provided herein and in the Escrow Agreement; and. (iif) As promptly as practicable after the Initial Shareholders Earnout Escrow Shares into a designated and separate escrow account (the “Initial Shareholders Earnout Escrow Account”), and the Escrow Agent will hold and disburse the Initial Shareholders Earnout Escrow Shares as provided herein and in the Escrow Agreement; (c) Purchaser shall make, or cause to be made, appropriate book entries in the name of each Seller evidencing the issuance determination of the Closing Shares to such Seller as set forth on the Consideration Spreadsheet Stock Consideration, Parent shall (as updated, a) issue to the extent necessary, pursuant to Section 2.10)accounts designated by the Stockholders’ Representative in the Closing Statement the shares of Closing Stock Consideration, free and clear of all Liens (except for (i) Liens created by, or on behalf of, such Seller, (ii) Liens consisting of restrictions on transfer generally arising under applicable federal securities Laws or state securities Law Parent and (iii) the restrictions arising under the lock-up provisions under the Investors Rights Agreement). (d) Purchaser shall pay, or cause to be paid, the Closing Cash Consideration to the Sellers, as set forth on the Consideration Spreadsheet (as updated, to the extent necessary, pursuant to Section 2.10); (e) The Seller Representative shall deliver to Purchaser: (i) a copy of minutes of the decisions of the Strategic Committee approving the signature of this Agreement by the Company, and the transactions contemplated hereof; (ii) original validly executed share transfer forms (ordre de mouvement) in respect of the Purchased Shares, in the name of P▇▇▇▇▇▇▇▇, duly executed by all Sellers (personally or by an agent or through a power of attorney); (iii) the original share transfer register (registre des mouvements de titres) and each Seller’s individual accounts (comptes d’actionnaires) of the Company which shall be up to date, and in which the transfer of all the Purchased Shares to Purchaser shall have been recorded as of the Closing Date free and clear of any Liens (except for (i) Liens created by Purchaser, (ii) Liens consisting of restrictions on transfer generally arising under applicable federal securities Laws or state securities Law), and (b) make appropriate book entries evidencing such issuance to the Company Stockholders of the shares of Parent Common Stock comprising the Closing Stock Consideration. (g) The Company or the Stockholders’ Representative, as applicable, shall deliver to Parent: (i) a copy of the First Certificate of Merger, duly executed by the Company; (ii) a copy of the Registration Rights Agreement, duly executed by the Company Stockholders; (iii) Excepted Liens)a copy of the Investor Representation Letter, duly executed by the Company Stockholders; (iv) three original copies a copy of the tax transfer forms (formulaire cerfa n°2759 SD) in respect of all transfer of the Purchased Shares upon Closing subject to proportional French transfer taxesInvestor Rights Agreement, duly completed and executed by each Sellerthe Company Stockholders; (v) all relevant documents to evidence the acquisition by the Company of the Stock Option Subscribed Shares and/or of the cancellation of any non-exercised Stock Option, including, (x) copies of (i) the stock option exercise letters properly completed and of the subscription forms (bulletins de souscription) according to which the Stock Option Holders subscribed for the Stock Option Subscribed Shares executed FIRPTA Certificates and (ii) the share transfer forms (ordre de mouvement) Forms W-9 described in respect of the acquisition by the Company of the Stock Option Subscribed Shares, and (y) the original share transfer register (registre des mouvements de titres) and individual accounts (comptes d’actionnaires) of Digital Virgo which shall be up to date, and in which the exercise of the Stock Options, the transfer of all the Stock Option Subscribed Shares to Digital Virgo and/or the cancellation of any non-exercised Stock Option shall have been recordedSection 7.10; (vi) copies of resolutions and actions taken by the consents, approvals Company’s board of directors in connection with the approval of this Agreement and waivers listed in Section 2.04(e)(vi) of the Seller Disclosure Letter;Transactions (including the Merger); and (vii) to the extent requested by the Sellers, subscription forms in respect of the Closing Shares to be received by each Seller, executed by each Seller; (viii) a properly completed Internal Revenue Service Form W-8 series duly executed by each Seller; (A) all other documents, instruments or certificates required to be delivered by the Seller Representative Company at or prior to the Closing pursuant to Section 7.01; and (B) such other documents or certificates as shall reasonably be required by Purchaser and its counsel to consummate the Transactions (including the Share Sale)8.01. (fh) Purchaser Parent shall deliver to the Seller Stockholders’ Representative: (i) a certified copy of the Parent A&R Purchaser CharterCharter and the Parent A&R Bylaws; (ii) a copy of each Certificate of Merger, duly executed by Merger Sub I, Merger Sub II and the A&R Purchaser BylawsSurviving Corporation, as applicable; (iii) to the extent requested by the Sellers, subscription forms in respect a copy of the Closing Shares to be received by each SellerRegistration Rights Agreement, duly executed by P▇▇▇▇▇▇▇▇Parent; (iv) a copy copies of the resolutions and actions taken by the Purchaser Board Parent’s, Merger Sub I’s and Merger Sub II’s board of directors and stockholders in connection with the approval of this Agreement and the Transactions (including the Share SaleMerger); (v) a copy of the Investor Rights Agreement, duly executed by Parent; (vi) evidence that, effective as of the Closing, each Designated Director has been appointed to the Parent Board; and (vvii) (A) all other documents, instruments or certificates required to be delivered by Purchaser Parent at or prior to the Closing pursuant to Section 7.02; and (B) such other documents or certificates as shall reasonably be required by the Seller Representative to consummate the Transactions (including the Share Sale)8.02.

Closing Transactions. At Subject to the terms and conditions set forth in this Agreement, the parties shall consummate the following transactions at or prior to the Closing: (a) Purchaser shall pay or cause to be paid make the following payments, in cash out of the Available Cash, each case by wire transfer of immediately available funds: (i) all amounts included in Seller Transaction Expenses Purchaser shall deliver to each Executory Seller, to the accounts account(s) designated by the Securityholder Representative, an amount equal to each such Executory Seller’s portion of the Closing Date Merger Consideration, as set forth on the Payment Schedule; (ii) Purchaser shall deliver to the Exchange Agent, to the account set forth in the Exchange Agent Agreement and for further distribution to Sellers that are not party hereto that have submitted a duly executed and completed Letter of Transmittal, in accordance with the Payment Schedule, the Exchange Fund Amount; (iii) Purchaser shall repay or cause to be repaid, on behalf of the Acquired Companies, all Payoff Indebtedness set forth in the Estimated Closing StatementStatement (provided that the amount of the Payoff Indebtedness included in such calculation shall be equal to the applicable amount set forth in the Payoff Letters), by wire transfer of immediately available funds to the accounts designated in the Payoff Letters delivered by the holders of such Indebtedness; (iv) Purchaser shall deposit Four Million Five Hundred Thousand Dollars ($4,500,000) (the “Escrow Amount”) into an escrow account with the Escrow Agent (the “Escrow Account”), established pursuant to the terms and conditions of the Escrow Agreement, to be held for the purpose of securing the obligations of the Securityholder Representative (on behalf of Sellers) in Section 1.05(j); (v) Purchaser shall pay, on behalf of the Acquired Companies, the Estimated Transaction Expenses, to the accounts designated on the Transaction Expenses Schedule; provided that any amounts treated as wages for Income Tax purposes (including the Closing Date Option Surrender Payments) shall be paid to the applicable Acquired Company, which shall pay such amounts, less any amounts required to be deducted or withheld from the applicable recipients under any provision of applicable Law, to such recipients through its payroll system no later than the next practicable payroll payment date, but in no event later than the second payroll payment date, and in accordance with such Acquired Company’s payroll practices after the Closing Date; and (iivi) all amounts included Purchaser shall deliver to the Securityholder Representative, by wire transfer of immediately available funds to an account designated by the Securityholder Representative in the Purchaser Transaction Expenses Estimated Closing Statement, an amount equal to $2,500,000 (the accounts set forth “Representative Expense Amount”), for the Securityholder Representative to hold in the Purchaser Closing StatementRepresentative Expense Account and disburse in accordance with the terms of this Agreement. (b) Each In accordance with the terms and subject to the conditions of the Option Surrender Agreements and this Agreement (i) each Optionholder shall surrender for cancelation all Options held by such Optionholder and each such Option shall be converted into the right to receive, subject to such Optionholder’s compliance with the terms of the applicable Option Surrender Agreement, the Option Surrender Consideration, and (ii) each unexercised Option shall be, by virtue of the consummation of the transactions contemplated by this Agreement and the Option Surrender Agreements, and without any action on the part of the parties hereto, canceled and terminated and shall no longer be exercisable by the former holder thereof for any Equity Interests in the Company. (c) At the Closing, Securityholder Representative shall deliver to Purchaser a statement executed by an officer of the Company, dated as of the Closing Date, satisfying the requirements of Treasury Regulations Section 1.1445-2(c)(3), in form and substance reasonably satisfactory to Purchaser, together with a notice, satisfying the Seller Representative requirements described in Treasury Regulations Section 1.897-2(h)(2), in a form reasonably acceptable to Purchaser certifying that the outstanding Shares and Options do not represent U.S. real property interests within the meaning of Section 897 of the Code and the Sponsor shall deliver Treasury Regulations promulgated thereunder, naming Purchaser as the Person requesting the statement and signed by an executed counterpart to an escrow agreement officer of the Company, to be entered into filed with the IRS by the Company (or by Purchaser on behalf of the Company) on the Closing Date prior to the Closing. (d) The Securityholder Representative shall deliver to Purchaser a copy of each executed Payoff Letter in accordance with Section 1.04(b). (e) The Securityholder Representative shall also deliver, or cause to be delivered, to Purchaser each of the following: (i) a certificate executed by (A) an authorized officer of the Company and among Purchaser(B) each Executory Seller, dated as of the Seller RepresentativeClosing Date, stating that the Sponsor conditions specified in Sections 2.03(a), 2.03(b), 2.03(c) and 2.03(g) (as such conditions relate to (or related representations and warranties and covenants are made by) such party) have been satisfied; (ii) a certified copy of the Company’s Certificate of Incorporation; and (iii) a copy of the resolutions duly adopted by the board of directors of the Company authorizing the Company’s execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated hereby. (f) Purchaser shall deliver, or cause to be delivered, to the Securityholder Representative a certificate executed by an escrow agent mutually agreed upon by Pauthorized officer of ▇▇▇▇▇▇▇▇▇, the Seller Representative and the Sponsor (the “Escrow Agent”) in the form to be mutually agreed upon by Purchaser, the Seller Representative and the Sponsor (the “Escrow Agreement”). Pursuant to the Escrow Agreement, Purchaser shall deposit with the Escrow Agent at Closing: (i) the Seller Earnout Escrow Shares into a designated and separate escrow account (the “Seller Earnout Escrow Account”), and the Escrow Agent will hold and disburse the Seller Earnout Escrow Shares as provided herein and in the Escrow Agreement; and (ii) the Initial Shareholders Earnout Escrow Shares into a designated and separate escrow account (the “Initial Shareholders Earnout Escrow Account”), and the Escrow Agent will hold and disburse the Initial Shareholders Earnout Escrow Shares as provided herein and in the Escrow Agreement; (c) Purchaser shall make, or cause to be made, appropriate book entries in the name of each Seller evidencing the issuance of the Closing Shares to such Seller as set forth on the Consideration Spreadsheet (as updated, to the extent necessary, pursuant to Section 2.10), free and clear of all Liens (except for (i) Liens created by, or on behalf of, such Seller, (ii) Liens consisting of restrictions on transfer generally arising under applicable federal securities Laws or state securities Law and (iii) the restrictions arising under the lock-up provisions under the Investors Rights Agreement). (d) Purchaser shall pay, or cause to be paid, the Closing Cash Consideration to the Sellers, as set forth on the Consideration Spreadsheet (as updated, to the extent necessary, pursuant to Section 2.10); (e) The Seller Representative shall deliver to Purchaser: (i) a copy of minutes of the decisions of the Strategic Committee approving the signature of this Agreement by the Company, and the transactions contemplated hereof; (ii) original validly executed share transfer forms (ordre de mouvement) in respect of the Purchased Shares, in the name of P▇▇▇▇▇▇▇▇, duly executed by all Sellers (personally or by an agent or through a power of attorney); (iii) the original share transfer register (registre des mouvements de titres) and each Seller’s individual accounts (comptes d’actionnaires) of the Company which shall be up to date, and in which the transfer of all the Purchased Shares to Purchaser shall have been recorded dated as of the Closing Date free and clear of any Liens (except for (i) Liens created by PurchaserDate, (ii) Liens consisting of restrictions on transfer generally arising under applicable federal securities Laws or state securities Law, and (iii) Excepted Liens); (iv) three original copies of stating that the tax transfer forms (formulaire cerfa n°2759 SD) conditions specified in respect of all transfer of the Purchased Shares upon Closing subject to proportional French transfer taxes, duly completed and executed by each Seller; (v) all relevant documents to evidence the acquisition by the Company of the Stock Option Subscribed Shares and/or of the cancellation of any non-exercised Stock Option, including, (x) copies of (i) the stock option exercise letters and of the subscription forms (bulletins de souscription) according to which the Stock Option Holders subscribed for the Stock Option Subscribed Shares and (ii) the share transfer forms (ordre de mouvement) in respect of the acquisition by the Company of the Stock Option Subscribed Shares, and (y) the original share transfer register (registre des mouvements de titresSections 2.04(a) and individual accounts (comptes d’actionnaires2.04(b) of Digital Virgo which shall be up to date, and in which the exercise of the Stock Options, the transfer of all the Stock Option Subscribed Shares to Digital Virgo and/or the cancellation of any non-exercised Stock Option shall have been recorded; (vi) the consents, approvals and waivers listed in Section 2.04(e)(vi) of the Seller Disclosure Letter; (vii) to the extent requested by the Sellers, subscription forms in respect of the Closing Shares to be received by each Seller, executed by each Seller; (viii) a properly completed Internal Revenue Service Form W-8 series duly executed by each Seller; (A) all other documents, instruments or certificates required to be delivered by the Seller Representative at or prior to the Closing pursuant to Section 7.01; and (B) such other documents or certificates as shall reasonably be required by Purchaser and its counsel to consummate the Transactions (including the Share Sale)satisfied. (f) Purchaser shall deliver to the Seller Representative: (i) a certified copy of the A&R Purchaser Charter; (ii) a copy of the A&R Purchaser Bylaws; (iii) to the extent requested by the Sellers, subscription forms in respect of the Closing Shares to be received by each Seller, executed by P▇▇▇▇▇▇▇▇; (iv) a copy of the resolutions taken by the Purchaser Board in connection with the approval of this Agreement and the Transactions (including the Share Sale); and (v) (A) all other documents, instruments or certificates required to be delivered by Purchaser at or prior to the Closing pursuant to Section 7.02; and (B) such other documents or certificates as shall reasonably be required by the Seller Representative to consummate the Transactions (including the Share Sale).

Closing Transactions. At the ClosingClosing and on the Closing Date, the Parties shall cause the consummation of the following transactions in the following order, upon the terms and subject to the conditions of this Agreement: (a) Purchaser Parent shall pay or cause make any payments required to be paid made by Parent in cash out of connection with the Available Cash, by wire transfer of immediately available funds: (i) all amounts included in Seller Transaction Expenses to the accounts set forth in the Closing Statement; and (ii) all amounts included in the Purchaser Transaction Expenses to the accounts set forth in the Purchaser Closing Statement.Parent Stockholder Redemption; (b) Each of Purchaser, the Seller Representative and the Sponsor shall deliver an executed counterpart to an escrow agreement to be entered into on the Closing Date by and among Purchaser, the Seller Representative, the Sponsor and an escrow agent mutually agreed upon by P▇▇▇▇▇▇▇▇, the Seller Representative and the Sponsor (the “Escrow Agent”) in the form to be mutually agreed upon by Purchaser, the Seller Representative and the Sponsor (the “Escrow Agreement”). Pursuant to the Escrow Agreement, Purchaser shall deposit with the Escrow Agent at Closing: (i) the Seller Earnout Escrow Shares into a designated and separate escrow account (the “Seller Earnout Escrow Account”), and the Escrow Agent will hold and disburse the Seller Earnout Escrow Shares as provided herein and in the Escrow Agreement; and (ii) the Initial Shareholders Earnout Escrow Shares into a designated and separate escrow account (the “Initial Shareholders Earnout Escrow Account”), and the Escrow Agent will hold and disburse the Initial Shareholders Earnout Escrow Shares as provided herein and in the Escrow Agreement; (c) Purchaser shall make, or cause to be made, appropriate book entries in the name of each Seller evidencing the issuance of the Closing Shares to such Seller as set forth on the Consideration Spreadsheet (as updated, to the extent necessary, pursuant to Section 2.10), free and clear of all Liens (except for (i) Liens created by, or on behalf of, such Seller, (ii) Liens consisting of restrictions on transfer generally arising under applicable federal securities Laws or state securities Law and (iii) the restrictions arising under the lock-up provisions under the Investors Rights Agreement). (d) Purchaser Parent shall pay, or cause to be paid, the Closing Cash Consideration Estimated Parent Transaction Costs to the Sellers, as applicable payees set forth on the Consideration Spreadsheet (as updatedParent Estimated Adjustment Statement, to the extent necessarynot paid prior to the Closing; (c) Parent shall contribute to First Merger Sub: (i) the amount of cash remaining in the Trust Account and (ii) the Aggregate Forward Purchase Investment Amount, pursuant in each case after giving effect to the Parent Stockholder Redemption and the payment of the amounts provided for in Section 2.101.3(b); (d) The certificate of merger with respect to the First Merger shall be prepared and executed in accordance with the relevant provisions of the DGCL (the “First Certificate of Merger”) and Parent shall cause the First Certificate of Merger to be filed with the Secretary of State of the State of Delaware and become effective; (e) The Seller Representative certificate of merger with respect to the Second Merger shall be prepared and executed in accordance with the relevant provisions of the DLLCA (the “Second Certificate of Merger” and, together with the First Certificate of Merger, the “Certificates of Merger”) and Parent shall cause the Second Certificate of Merger to be filed with the Secretary of State of the State of Delaware and become effective; (f) Parent shall deliver (or cause to Purchaser:be delivered) to each Company Stockholder such Company Stockholder’s portion of the Minimum Closing Cash Consideration, the Remaining Closing Cash Consideration and the Closing Number of Securities as set forth on the Final Spreadsheet; (g) Parent shall deposit (or cause to be deposited) with the Escrow Agent the Adjustment Escrow Amount; (h) Parent shall deliver (or cause to be delivered) to each Company Stockholder such Company Stockholder’s portion of the Earn Out Shares as set forth on the Final Spreadsheet; (i) a copy of minutes of Parent shall deposit (or cause to be deposited) with the decisions of Stockholder Representative the Strategic Committee approving the signature of this Agreement by the Company, and the transactions contemplated hereofStockholder Representative Expense Holdback Amount; (iij) original validly executed share transfer forms Parent shall (ordre de mouvement) in respect on behalf of the Purchased SharesCompany) pay, in the name of P▇▇▇▇▇▇▇▇, duly executed by all Sellers (personally or by an agent or through a power of attorney); (iii) the original share transfer register (registre des mouvements de titres) and each Seller’s individual accounts (comptes d’actionnaires) of the Company which shall cause to be up to date, and in which the transfer of all the Purchased Shares to Purchaser shall have been recorded as of the Closing Date free and clear of any Liens (except for (i) Liens created by Purchaser, (ii) Liens consisting of restrictions on transfer generally arising under applicable federal securities Laws or state securities Law, and (iii) Excepted Liens); (iv) three original copies of the tax transfer forms (formulaire cerfa n°2759 SD) in respect of all transfer of the Purchased Shares upon Closing subject to proportional French transfer taxes, duly completed and executed by each Seller; (v) all relevant documents to evidence the acquisition by the Company of the Stock Option Subscribed Shares and/or of the cancellation of any non-exercised Stock Option, including, (x) copies of (i) the stock option exercise letters and of the subscription forms (bulletins de souscription) according to which the Stock Option Holders subscribed for the Stock Option Subscribed Shares and (ii) the share transfer forms (ordre de mouvement) in respect of the acquisition by the Company of the Stock Option Subscribed Shares, and (y) the original share transfer register (registre des mouvements de titres) and individual accounts (comptes d’actionnaires) of Digital Virgo which shall be up to date, and in which the exercise of the Stock Optionspaid, the transfer of all the Stock Option Subscribed Shares to Digital Virgo and/or the cancellation of any non-exercised Stock Option shall have been recorded; (vi) the consents, approvals and waivers listed in Section 2.04(e)(vi) of the Seller Disclosure Letter; (vii) to the extent requested by the Sellers, subscription forms in respect of the Closing Shares to be received by each Seller, executed by each Seller; (viii) a properly completed Internal Revenue Service Form W-8 series duly executed by each Seller; (A) all other documents, instruments or certificates required to be delivered by the Seller Representative at or prior to the Closing pursuant to Section 7.01; and (B) such other documents or certificates as shall reasonably be required by Purchaser and its counsel to consummate the Transactions (including the Share Sale). (f) Purchaser shall deliver to the Seller Representative: (i) a certified copy of the A&R Purchaser Charter; (ii) a copy of the A&R Purchaser Bylaws; (iii) to the extent requested by the Sellers, subscription forms in respect of the Closing Shares to be received by each Seller, executed by P▇▇▇▇▇▇▇▇; (iv) a copy of the resolutions taken by the Purchaser Board in connection with the approval of this Agreement and the Transactions (including the Share Sale)Revolver Repayment Amount; and (vk) Parent shall (Aon behalf of the Company) all other documentspay, instruments or certificates required cause to be delivered paid, all Estimated Company Transaction Costs to the extent not paid by Purchaser at or the Company prior to the Closing pursuant Closing, to Section 7.02; and (B) such other documents or certificates the applicable payees as shall reasonably be required set forth on the Company Estimated Adjustment Statement by the Seller Representative to consummate the Transactions (including the Share Sale)wire transfer of immediately available funds.

Closing Transactions. At Subject to the Closing: terms and conditions set forth in this Agreement, the parties hereto shall consummate the following transactions on the Closing Date: (a) Purchaser shall pay or cause to be paid in cash out of the Available Cash, by wire transfer of immediately available funds: (i) all amounts included in Seller Transaction Expenses to the accounts set forth in the Closing Statement; and (ii) all amounts included in the Purchaser Transaction Expenses to the accounts set forth in the Purchaser Closing Statement. (b) Each of Purchaser, the Seller Representative and the Sponsor shall deliver an executed counterpart to an escrow agreement to be entered into on the Closing Date by and among Purchaser, the Seller Representative, the Sponsor and an escrow agent mutually agreed upon by P▇▇▇▇▇▇▇▇, the Seller Representative and the Sponsor (the “Escrow Agent”) in the form to be mutually agreed upon by Purchaser, the Seller Representative and the Sponsor (the “Escrow Agreement”). Pursuant to the Escrow Agreement, Purchaser shall deposit with the Escrow Agent at Closing: (i) the Seller Earnout Escrow Shares into a designated Company and separate escrow account (Merger Sub shall cause the “Seller Earnout Escrow Account”)First Certificate of Merger to be duly executed and filed with the Secretary of State of the State of Delaware, and the Escrow Agent will hold and disburse the Seller Earnout Escrow Shares as provided herein and in the Escrow Agreement; and (ii) immediately following the First Merger and the Indebtedness Repayment, the Initial Shareholders Earnout Escrow Shares into a designated and separate escrow account (the “Initial Shareholders Earnout Escrow Account”), Surviving Company and the Escrow Agent will hold and disburse the Initial Shareholders Earnout Escrow Shares as provided herein and in the Escrow Agreement; (c) Purchaser shall make- 28 - cause the Second Certificate of Merger to be duly executed and filed with the Secretary of State of the State of Delaware; (b) Parent shall issue or transfer, or cause to be madeissued or transferred, appropriate book entries in to Seller the name number of each Seller evidencing the issuance of Parent Shares payable as the Closing Shares to such Seller as set forth on the Equity Consideration Spreadsheet (as updated, pursuant to the extent necessaryterms hereof, pursuant which may be represented by book-entry interests or one or more certificates issued to Section 2.10), free and clear of all Liens Seller at Parent’s election; (except for (ic) Liens created by, or on behalf of, such Seller, (ii) Liens consisting of restrictions on transfer generally arising under applicable federal securities Laws or state securities Law and (iii) the restrictions arising under the lock-up provisions under the Investors Rights Agreement). (d) Purchaser Parent shall pay, or cause to be paid, to Seller the Closing Date Cash Consideration Proceeds by wire transfer of immediately available funds to the Sellersaccount(s) designated by Seller; (d) Parent shall repay, or cause to be repaid, on behalf of the Company Group, as applicable, all amounts necessary to discharge fully the then-outstanding balance of all Indebtedness set forth on Schedule 2.03(d), if any, (for the Consideration Spreadsheet avoidance of doubt, after giving effect to the Company Pre- Closing Payments) by wire transfer of immediately available funds in accordance with the Payoff Letters relating to the account(s) designated by the holders of such Indebtedness (as updatedthe “Indebtedness Repayment”); (e) Parent shall deliver to the Escrow Agent for deposit into an escrow account (such account, the “Purchase Price Adjustment Escrow Account”), an aggregate amount of cash equal to the Purchase Price Adjustment Escrow Amount; (f) Parent shall pay, or cause to be paid, on behalf of the Company, all unpaid Transaction Expenses identified on Schedule 2.03(f) (other than the Bonus Payments, if any) (for the avoidance of doubt, after giving effect to the Company Pre-Closing Payments) to each Person who is owed a portion thereof; (g) Parent shall pay, or cause to be paid, to the extent necessaryCompany, pursuant for further distribution to Section 2.10); (e) The Seller Representative shall deliver to Purchaser: (i) a copy of minutes of the decisions of the Strategic Committee approving the signature of this Agreement and by the Company’s and its Subsidiaries’ payroll provider in accordance with the Company’s payroll processes and procedures, and an aggregate amount equal to all unpaid Bonus Payments that are set forth on Schedule 2.03(g) (for the transactions contemplated hereof; (ii) original validly executed share transfer forms (ordre de mouvement) in respect avoidance of doubt, after giving effect to the Company Pre-Closing Payments), if any, for distribution by the Company to its applicable employees or other service providers through the payroll processing system of the Purchased SharesCompany; (h) the Company shall deliver, in or cause to be delivered, to Parent the name of P▇▇▇▇▇▇▇▇Consulting Termination Agreement, duly executed by all Sellers (personally or by an agent or through a power of attorney); (iii) the original share transfer register (registre des mouvements de titres) AE Consultant and each Seller’s individual accounts (comptes d’actionnaires) of the Company which shall be up to date, and in which the transfer of all the Purchased Shares to Purchaser shall have been recorded as of the Closing Date free and clear of any Liens (except for Edge Autonomy Bend; (i) Liens created by Purchaser, (ii) Liens consisting of restrictions on transfer generally arising under applicable federal securities Laws or state securities Law, and (iii) Excepted Liens); (iv) three original copies of the tax transfer forms (formulaire cerfa n°2759 SD) in respect of all transfer of the Purchased Shares upon Closing subject Seller shall deliver to proportional French transfer taxes, duly completed and executed by each Seller; (v) all relevant documents to evidence the acquisition by the Company of the Stock Option Subscribed Shares and/or of the cancellation of any non-exercised Stock Option, including, (x) copies of (i) the stock option exercise letters and of the subscription forms (bulletins de souscription) according to which the Stock Option Holders subscribed for the Stock Option Subscribed Shares and (ii) the share transfer forms (ordre de mouvement) in respect of the acquisition by the Company of the Stock Option Subscribed Shares, and (y) the original share transfer register (registre des mouvements de titres) and individual accounts (comptes d’actionnaires) of Digital Virgo which shall be up to date, and in which the exercise of the Stock Options, the transfer of all the Stock Option Subscribed Shares to Digital Virgo and/or the cancellation of any non-exercised Stock Option shall have been recorded; (vi) the consents, approvals and waivers listed in Section 2.04(e)(vi) of the Seller Disclosure Letter; (vii) to the extent requested by the Sellers, subscription forms in respect of the Closing Shares to be received by each Seller, executed by each Seller; (viii) a properly completed Internal Revenue Service Parent an IRS Form W-8 series W-9 duly executed by the Seller; (j) Seller and Parent shall each Seller; (A) all other documents, instruments or certificates required to be delivered by execute and deliver the Seller Representative at or prior to the Closing pursuant to Section 7.01A&R Investor Rights Agreement; and (Bk) the parties hereto shall make such other documents or certificates deliveries as shall reasonably be required by Purchaser and its counsel to consummate the Transactions (including the Share Sale). (f) Purchaser shall deliver to the Seller Representative: (i) a certified copy of the A&R Purchaser Charter; (ii) a copy of the A&R Purchaser Bylaws; (iii) to the extent requested by the Sellers, subscription forms in respect of the Closing Shares to be received by each Seller, executed by P▇▇▇▇▇▇▇▇; (iv) a copy of the resolutions taken by the Purchaser Board in connection with the approval of this Agreement and the Transactions (including the Share Sale); and (v) (A) all other documents, instruments or certificates are required to be delivered by Purchaser at or prior to satisfy the Closing pursuant to Section 7.02; and (B) such other documents or certificates as shall reasonably be required by the Seller Representative to consummate the Transactions (including the Share Sale)conditions set forth in Article III.

Closing Transactions. At the Closing: (a) Purchaser shall pay or cause to be paid in cash out of the Available Cashcash, by wire transfer of immediately available funds: (i) all amounts included in the Seller Transaction Expenses to the accounts set forth in the Closing Statement; provided that Purchaser shall pay directly to Seller any amount in respect of Seller Transaction Expenses paid by Seller or a Target Company prior to the Closing; and (ii) all amounts included in the Purchaser Transaction Expenses to the accounts set forth in the Purchaser Closing Statement, to the extent not paid by Purchaser prior to the Closing. (b) Each of Purchaser, the Purchaser and Seller Representative and the Sponsor shall deliver an executed counterpart to an escrow agreement to be entered into on the Closing Date by and among Purchaser, the Seller Representative, the Sponsor and an escrow agent mutually agreed upon by P▇▇▇▇▇▇▇▇, the Purchaser and Seller Representative and the Sponsor (the “Escrow Agent”) in the form to be mutually agreed upon by Purchaser, the Purchaser and Seller Representative and the Sponsor (the “Escrow Agreement”). Pursuant to the Escrow Agreement, Purchaser shall deposit with the Escrow Agent at Closing: Closing (i) the Seller Adjustment Escrow Shares and (ii) the Earnout Escrow Shares Shares, each into a designated and separate escrow account (the “Seller Adjustment Escrow Account” and the “Earnout Escrow Account”, respectively), and Purchaser and Seller will appoint the Escrow Agent will to hold (x) the Adjustment Escrow Shares until the final determination of the Final Consideration and disburse the Seller Adjustment Escrow Shares, and (y) the Earnout Escrow Shares until the final determination of all of the Earnout Milestones and disburse the Earnout Escrow Shares, in each case, as provided herein and in the Escrow Agreement; and (ii) the Initial Shareholders Earnout Escrow Shares into a designated and separate escrow account (the “Initial Shareholders Earnout Escrow Account”), and the Escrow Agent will hold and disburse the Initial Shareholders Earnout Escrow Shares as provided herein and in the Escrow Agreement;. (c) Purchaser shall make, or cause to be made, appropriate book entries in the name of each Seller evidencing the issuance of the Closing Shares to such Seller as set forth on Share Consideration, less the Consideration Spreadsheet (as updated, to the extent necessary, pursuant to Section 2.10)Adjustment Escrow Shares, free and clear of all Liens (except for (i) Liens created by, or on behalf of, such Seller, (ii) Liens consisting of restrictions on transfer generally arising under applicable federal securities Laws or state securities Law and (iii) the restrictions arising under the lock-up provisions under the Investors Rights Agreement). (d) Purchaser shall pay, or cause to be paid, the Closing Cash Consideration to the Sellers, as set forth on the Consideration Spreadsheet (as updated, to the extent necessary, pursuant to Section 2.10); (e) The Seller Representative shall deliver to Purchaser: (i) to the extent certificated, all share certificates representing the Purchased Shares (each, a copy “Certificate”), or in the case of minutes of the decisions of the Strategic Committee approving the signature of this Agreement by the Companyany Certificates that are lost, and the transactions contemplated hereofan indemnity for such Certificate; (ii) original validly a copy of the Investor Rights Agreement, duly executed by the Seller; (iii) a copy of resolutions taken by the Seller Board in connection with the approval of this Agreement and the Transactions (including the Share Sale); (iv) details of Seller’s Irish tax reference number; (v) either a certificate of the kind described in section 980 of the TCA or a letter from the auditors of the Target Companies confirming that none is required; (vi) where applicable, copies of the share transfer forms (ordre de mouvement) in form instruments with respect of to the Purchased Shares, in the name of P▇▇▇▇▇▇▇▇, duly executed by all Sellers (personally or by an agent or through a power of attorney)Seller; (iiivii) where applicable, the original share transfer updated register (registre des mouvements de titres) and of members of each Seller’s individual accounts (comptes d’actionnaires) of the Company which shall be up to dateTarget Companies, and in which reflecting the transfer of all the Purchased Shares to Purchaser shall have been recorded as of the Closing Date free and clear of any Liens (except for (i) Liens created by Purchaser, (ii) Liens consisting of restrictions on transfer generally arising under applicable federal securities Laws or state securities Law, and (iii) Excepted Liens); (iv) three original copies of the tax transfer forms (formulaire cerfa n°2759 SD) in respect of all transfer of the Purchased Shares upon Closing subject to proportional French transfer taxes, duly completed and executed by each SellerPurchaser; (v) all relevant documents to evidence the acquisition by the Company of the Stock Option Subscribed Shares and/or of the cancellation of any non-exercised Stock Option, including, (x) copies of (i) the stock option exercise letters and of the subscription forms (bulletins de souscription) according to which the Stock Option Holders subscribed for the Stock Option Subscribed Shares and (ii) the share transfer forms (ordre de mouvement) in respect of the acquisition by the Company of the Stock Option Subscribed Shares, and (y) the original share transfer register (registre des mouvements de titres) and individual accounts (comptes d’actionnaires) of Digital Virgo which shall be up to date, and in which the exercise of the Stock Options, the transfer of all the Stock Option Subscribed Shares to Digital Virgo and/or the cancellation of any non-exercised Stock Option shall have been recorded; (viviii) the consents, approvals and waivers listed in Section 2.04(e)(vi3.03(b) of the Seller Disclosure Letter; (viiix) to restrictive covenant agreements executed by each of the extent requested by the SellersKey Employees; (x) a certificate from Seller, subscription forms in respect dated as of the Closing Shares Date in format and substance acceptable to Purchaser, certifying that (i) no withholding is required under Section 1445 of the Code, which certificate shall be received by each Sellerin form and substance in accordance with the provisions of Treasury Regulations Section 1.1445-11T(d)(2), executed by each Sellerand (ii) no withholding is required under Section 1446(f) of the Code, which certificate shall be in form and substance in accordance with the provisions of Treasury Regulations Section 1.1446(f)-2(b)(4); (viiixi) a properly completed Internal Revenue Service Form W-8 series duly executed by each Seller; (xii) a copy of the minutes of a meeting of the directors validly held in accordance with the relevant Organizational Documents of each of the entities involved in the Restructuring approving the relevant aspects of the Restructuring, including, in the case of AEG JD 02 Limited, the appointment of an additional director to take effect prior to such meeting of the directors of AEG JD 02 Limited; (xiii) a copy of the minutes of a meeting of the directors validly held in accordance with the relevant Organizational Documents of each of Alternus Lux and, to the extent that the Post-Signing Luxco Contribution is not effected, ▇▇▇▇▇ ▇▇▇▇ Company Designated Activity Company and AEG JD 02 Limited, in each case approving the registration of the interest of the Purchaser in the relevant Purchased Shares; and (A) all other documents, instruments or certificates required to be delivered by the Seller Representative at or prior to the Closing pursuant to Section 7.016.01; and (B) such other documents or certificates as shall reasonably be required by Purchaser and its counsel to consummate the Transactions (including the Share Sale). (fe) Purchaser shall deliver to the Seller RepresentativeSeller: (i) a certified copy of the A&R Purchaser Charter; (ii) a copy of the A&R Purchaser Bylaws; (iii) to the extent requested by the Sellers, subscription forms in respect a copy of the Closing Shares to be received by each SellerInvestor Rights Agreement, duly executed by P▇▇▇▇▇▇▇▇▇; (iv) a copy of the resolutions taken by the Purchaser Board in connection with the approval of this Agreement and the Transactions (including the Share Sale); (v) to the extent required pursuant to Section 5.21, the Lock-Up Extension Agreement, executed by each of the Locked-Up Persons; and (vvi) (A) all other documents, instruments or certificates required to be delivered by Purchaser at or prior to the Closing pursuant to Section 7.026.02; and (B) such other documents or certificates as shall reasonably be required by the Seller Representative and its counsel to consummate the Transactions (including the Share Sale). (f) Seller and Purchaser shall together instruct the Dutch Notary to (i) execute the Unisun Deed of Sale and Transfer and (ii) subsequently register the transfer of the Unisun Shares in the shareholders’ register of Unisun Energy Holding B.V.

Closing Transactions. At the Closing in exchange for the Real Estate Purchase Price, the Company and PropCo (or its designee or designees) shall perform their respective obligations under the Real Estate Purchase Agreement (except to the extent waived), and thereby effect the Real Estate Purchase Transaction in accordance with and subject to the terms and conditions set forth in the Real Estate Purchase Agreement (including the conditions set forth in Article IX thereof). The transactions contemplated by this Agreement and the Real Estate Purchase Agreement are referred to herein as the “Transactions.” At or prior to the Closing: (a) Purchaser Buyer shall pay or cause the Closing Payment to be paid in cash out of the Available Cash, Seller by wire transfer of immediately available funds: (i) all amounts included in Seller Transaction Expenses funds to the accounts set forth account(s) designated in writing by Seller at least two Business Days prior to the Closing Statement; and (ii) all amounts included in the Purchaser Transaction Expenses to the accounts set forth in the Purchaser Closing StatementDate. (b) Each of Purchaser, the Seller Representative and the Sponsor Buyer shall deliver an executed counterpart to an escrow agreement to be entered into on the Closing Date by and among Purchaser, the Seller Representative, the Sponsor and an escrow agent mutually agreed upon by P▇▇▇▇▇▇▇▇, the Seller Representative and the Sponsor pay (the “Escrow Agent”) in the form to be mutually agreed upon by Purchaser, the Seller Representative and the Sponsor (the “Escrow Agreement”). Pursuant to the Escrow Agreement, Purchaser shall deposit with the Escrow Agent at Closing: (i) the Seller Earnout Escrow Shares into a designated and separate escrow account (the “Seller Earnout Escrow Account”), and the Escrow Agent will hold and disburse the Seller Earnout Escrow Shares as provided herein and in the Escrow Agreement; and (ii) the Initial Shareholders Earnout Escrow Shares into a designated and separate escrow account (the “Initial Shareholders Earnout Escrow Account”), and the Escrow Agent will hold and disburse the Initial Shareholders Earnout Escrow Shares as provided herein and in the Escrow Agreement; (c) Purchaser shall make, or cause to be madepaid) the Company Transaction Expenses, appropriate book entries in the name of each Seller evidencing the issuance of the Closing Shares to such Seller as set forth on the Consideration Spreadsheet Estimated Closing Statement, which shall be payable to each payee thereof by wire transfer of immediately available funds to such payee’s account (as updated, which Seller shall provide at least two Business Days prior to the extent necessary, pursuant Closing Date). (c) Buyer shall pay (or cause to Section 2.10), free and clear of all Liens (except for (i) Liens created by, or on behalf of, such Seller, (ii) Liens consisting of restrictions on transfer generally arising under applicable federal securities Laws or state securities Law and (iiibe paid) the restrictions arising under Indebtedness, as set forth in the lock-up provisions under Estimated Closing Statement, which shall be payable to each payee thereof by wire transfer of immediately available funds to such payee’s account (which Seller shall provide at least two Business Days prior to the Investors Rights AgreementClosing Date). (d) Purchaser Buyer shall paydeliver or cause to be delivered to Seller: (i) counterparts to the Transition Services Agreement, duly executed by ▇▇▇▇▇; (ii) the certificates pursuant to Sections 6.3(a)(i) and 6.3(b)(i); and (iii) evidence reasonably satisfactory to Seller that ▇▇▇▇▇ has obtained, or caused to be obtained, all Gaming Approvals. (e) Seller shall deliver, or cause to be paid, the Closing Cash Consideration to the Sellers, as set forth on the Consideration Spreadsheet (as updated, to the extent necessary, pursuant to Section 2.10); (e) The Seller Representative shall deliver to Purchaserdelivered: (i) a copy of minutes of to Buyer, counterparts to the decisions of the Strategic Committee approving the signature of this Agreement Transition Services Agreement, duly executed by the Company, and the transactions contemplated hereofSeller; (ii) original validly executed share transfer forms (ordre de mouvementto the Acquirors, the certificates required by Sections 6.2(a) in respect of the Purchased Shares, in the name of P▇▇▇▇▇▇▇▇, duly executed by all Sellers (personally or by an agent or through a power of attorneyand 6.2(b); (iii) to the original share transfer register Acquirors, a properly completed IRS Form W-9 for Seller (registre des mouvements de titresor, if Seller is a disregarded entity for U.S. federal income tax purposes, its regarded owner) and each Seller’s individual accounts certifying that Seller (comptes d’actionnairesor regarded owner) of the Company which shall be up is not subject to date, and in which the transfer of all the Purchased Shares to Purchaser shall have been recorded as of the Closing Date free and clear of any Liens (except for (i) Liens created by Purchaser, (ii) Liens consisting of restrictions on transfer generally arising under applicable federal securities Laws or state securities Law, and (iii) Excepted Liens)backup withholding; (iv) three original copies to the Acquirors, evidence reasonably satisfactory to the Acquirors that Seller and any of its applicable Affiliates have obtained all approvals and all other material licenses and permits under applicable law required to consummate the transactions contemplated hereby and set forth on Section 1.4(e)(iv) of the tax transfer forms Disclosure Schedules, including, with respect to the Ground Lease, the Ground Lease Consent (formulaire cerfa n°2759 SD) as defined in respect of all transfer of the Purchased Shares upon Closing subject to proportional French transfer taxes, duly completed and executed by each Seller;Real Estate Purchase Agreement). (v) all relevant documents to evidence Buyer, an executed and delivered assignment agreement from Seller in the acquisition by form attached hereto as Exhibit A (each, an “Assignment Agreement”) assigning Seller’s interest in the Company of the Stock Option Subscribed Shares and/or of the cancellation of any non-exercised Stock Option, including, (x) copies of (i) the stock option exercise letters and of the subscription forms (bulletins de souscription) according Purchased Interests to which the Stock Option Holders subscribed for the Stock Option Subscribed Shares and (ii) the share transfer forms (ordre de mouvement) in respect of the acquisition by the Company of the Stock Option Subscribed Shares, and (y) the original share transfer register (registre des mouvements de titres) and individual accounts (comptes d’actionnaires) of Digital Virgo which shall be up to date, and in which the exercise of the Stock Options, the transfer of all the Stock Option Subscribed Shares to Digital Virgo and/or the cancellation of any non-exercised Stock Option shall have been recordedBuyer; (vi) to the consentsAcquirors and the Title Company, approvals evidence from Seller reasonably satisfactory to the Title Company and waivers listed in Section 2.04(e)(vi) Acquirors regarding due organization and the due authorization of the Seller Disclosure LetterTransactions, to the extent required by the Title Company; (vii) to PropCo, a title affidavit in the extent requested form attached as Exhibit C and such other customary affidavits in form and substance approved by Seller in its reasonable discretion as the Sellers, subscription forms Title Company may reasonably require in respect of order to issue the Closing Shares to be received by each Seller, executed by each SellerTitle Policy; (viii) a properly completed Internal Revenue Service Form W-8 series duly executed to Buyer, evidence of the resignation or removal, effective as of the Closing Date, of each director, officer or manager of Company, unless otherwise designated by each Seller▇▇▇▇▇ in advance in writing no less than five Business Days prior to the Closing Date; (Aix) to the Acquirors, written evidence reasonably satisfactory to Acquirors that all Liens and Encumbrances (other than any Gaming Law restrictions and Permitted Encumbrances, including state and federal securities law restrictions) on the Purchased Interests and the assets of the Company, and guarantees by the Company, in each case set forth on Schedule 1.4(e)(ix), have been or will be released as of the Closing; (x) to PropCo, all agreements, documents, instruments instruments, or certificates required to be delivered by the Seller Representative at or prior to the Closing pursuant to Section 7.01; 4(a) of the Real Estate Purchase Agreement and (B) such other documents or certificates as shall reasonably be required by Purchaser and its counsel to consummate the Transactions (including the Share Sale). (f) Purchaser PropCo shall deliver to Seller the Seller Representative: (icertificates required by Section 6.3(a)(ii) a certified copy of the A&R Purchaser Charterand Section 6.3(b)(ii); (iixi) to PropCo, a copy certificate of Seller’s chief financial officer (or other executive vested with similar duties) in the A&R Purchaser Bylaws;form of Exhibit D; and (iiixii) solely to the extent requested required by the Sellersapplicable Maryland Gaming Laws or Maryland Gaming Authorities, subscription forms in respect of the Closing Shares to be received as reasonably agreed upon by each Sellerof Seller and Buyer, executed by P▇▇▇▇▇▇▇▇; (iv) ▇ and Buyer shall prepare a copy detailed closing memorandum and submit it to the applicable Maryland Gaming Authorities with sufficient time to allow their review and approval and completion of the resolutions taken by the Purchaser Board items set forth in connection with the approval of this Agreement and the Transactions (including the Share Sale); and (v) (A) all other documents, instruments or certificates required to be delivered by Purchaser at or such closing memorandum prior to the Closing pursuant to Section 7.02; and (B) such other documents or certificates as shall reasonably be required by the Seller Representative to consummate the Transactions (including the Share Sale)Date.