Common use of Completion arrangements Clause in Contracts

Completion arrangements. 4.1. Completion shall take place on or before September 10, 2025 (or at such other time and place as the Parties may agree in writing) (the day on which the Completion actually occurs, the “Completion Day”) when: (A) each Seller shall deliver to the Purchaser or procure the delivery to the Purchaser of: (i) duly executed instruments of transfer for the respective portion of the AlloyX Shares registered in the name of such Seller in favour of the Purchaser and/or its designee(s) together with the relevant share certificate(s); and (ii) a copy of the written resolutions of the board of directors of such Seller approving the execution, delivery and performance by such Seller of this Agreement, and the transactions contemplated under this Agreement; (B) the Company shall, if so required by the Purchaser, deliver to the Purchaser or procure the delivery to the Purchaser of: (i) the written resignation of all of the directors and officers of the Company from their offices, which resignations shall include their written confirmation that they have no outstanding claims against the Company for the loss of the offices in question or of their employment or otherwise arising; (ii) the certificate of incorporation, memorandum, articles of association, minute books, share register and common seal, beneficial owner register, share certificates and all books and records of the Company including, without limitation all cancelled and un-issued share certificates and signed minutes of the Company; (iii) a certificate of good standing issued by the Registrar of Companies in respect of the Company; and (iv) the written resignation of the existing auditors of the Company (if any), which resignation shall include the written confirmation that they have no outstanding claims of any kind against the company; (C) the Company shall, if so required by the Purchaser, procure that there shall be held a meeting of the board of directors of the Company at which there shall be duly passed resolutions: (i) approving the share transfers referred to in Sub-clause 4.1(A)(i); (ii) accepting the resignations referred to in Sub-clauses 4.1(B)(i) and 4.1(B)(iv) and appointing nominees of the Purchaser to fill the vacancies created by such resignations (or shall convene a meeting of the members of the Company for such purpose); (iii) changing the registered office of the Company to an address to be supplied by the Purchaser; and (D) revoking all existing banking mandates of the Company and substituting therefor such banking mandates as the Purchaser shall direct; and the Purchaser shall deliver to the Sellers a copy of the register of members of the Purchaser updated to show each Seller (or their designee(s)) as the holder of such number of Solowin Shares as set forth opposite the Sellers name in Schedule II of this Agreement.

Completion arrangements. 4.1. Completion shall take place on or before 10 September 10, 2025 (or at such other time and place as the Parties may agree in writing) (the day on which the Completion actually occurs, the “Completion Day”) when: (A) each Seller shall deliver to the Purchaser or procure the delivery to the Purchaser of: (i) duly executed instruments of transfer for the respective portion of the AlloyX Shares registered in the name of such Seller in favour of the Purchaser and/or its designee(s) together with the relevant share certificate(s); and (ii) a copy of the written resolutions of the board of directors of such Seller approving the execution, delivery and performance by such Seller of this Agreement, and the transactions contemplated under this Agreement; (B) the Company shall, if so required by the Purchaser, deliver to the Purchaser or procure the delivery to the Purchaser of: (i) the written resignation of all of the directors and officers of the Company from their offices, which resignations shall include their written confirmation that they have no outstanding claims against the Company for the loss of the offices in question or of their employment or otherwise arising; (ii) the certificate of incorporation, memorandum, articles of association, minute books, share register and common seal, beneficial owner register, share certificates and all books and records of the Company including, without limitation all cancelled and un-issued share certificates and signed minutes of the Company; (iii) a certificate of good standing issued by the Registrar of Companies in respect of the Company; and (iv) the written resignation of the existing auditors of the Company (if any), which resignation shall include the written confirmation that they have no outstanding claims of any kind against the company; (C) the Company shall, if so required by the Purchaser, procure that there shall be held a meeting of the board of directors of the Company at which there shall be duly passed resolutions: (i) approving the share transfers referred to in Sub-clause 4.1(A)(i); (ii) accepting the resignations referred to in Sub-clauses 4.1(B)(i) and 4.1(B)(iv) and appointing nominees of the Purchaser to fill the vacancies created by such resignations (or shall convene a meeting of the members of the Company for such purpose); (iii) changing the registered office of the Company to an address to be supplied by the Purchaser; and (Div) revoking all existing banking mandates of the Company and substituting therefor such banking mandates as the Purchaser shall direct; and ; (D) the Purchaser shall deliver to the Sellers a copy of the register of members of the Purchaser updated to show each Seller (or their designee(s)) as the holder of such number of Solowin Shares ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ as set forth opposite the Sellers name in Schedule II of this Agreement.

Completion arrangements. 4.1. 5.1 Completion shall take place on after the Conditions are fulfilled or before September 10, 2025 waived (or as the case may be) at the offices at such other time and place as the Parties parties may agree in writing) (the day on which the Completion actually occursDate, which shall be agreed by the parties, when the events detailed in clauses 5.2 to 5.4 and 5.7 shall take place. 5.2 On the Completion Date, the “Completion Day”) when: (A) each Seller shall deliver to the Purchaser or procure the delivery to the Purchaser oforder of the Buyer: (ia) a duly executed instruments counterpart of the instrument of transfer for the respective portion in respect of the AlloyX Shares registered in the name of such Seller Sale Share completed in favour of the Purchaser Buyer (or as it may direct); (b) all original share certificate(s) in respect of the Sale Share; (c) certified copies of the resolutions referred to in clause 5.3; (d) satisfactory evidence to the Buyer that the Shareholder’s Loan has been waived by the Group or capitalised for the relevant members of the Group on or before Completion Date; (e) (if applicable) letter(s) of resignation, in the agreed form, from the director(s), the company secretary and/or its designee(s) together the auditors of the relevant Group Members in accordance with the relevant share certificate(s); and Buyer’s instructions (iiif any) resigning their offices as such and acknowledging that they have no claim outstanding for compensation for loss of office or otherwise, including redundancy and unfair dismissal, such resignations to be tendered at a copy meeting of the written resolutions Board, and meeting(s) of the board of directors of such Seller approving the executionother relevant Group Members (where applicable), delivery and performance by such Seller of this Agreement, and the transactions contemplated under this Agreement; (B) the Company shall, if so required by the Purchaser, deliver referred to the Purchaser or procure the delivery to the Purchaser of: (i) the written resignation of all of the directors and officers of the Company from their offices, which resignations shall include their written confirmation that they have no outstanding claims against the Company for the loss of the offices in question or of their employment or otherwise arising; (ii) the certificate of incorporation, memorandum, articles of association, minute books, share register and common seal, beneficial owner register, share certificates and all books and records of the Company including, without limitation all cancelled and un-issued share certificates and signed minutes of the Company; (iii) a certificate of good standing issued by the Registrar of Companies in respect of the Companyclause 5.3; and (ivf) the written resignation evidence of release of the existing auditors Security and the title deeds of the Company (if any), which resignation Properties. 5.3 The Seller shall include the written confirmation that they have no outstanding claims of any kind against the company; (C) the Company shall, if so required by the Purchaser, procure that there shall be held a meeting of the Board, and meeting(s) of the board of directors of the Company other relevant Group Members (where applicable), is held before Completion at which there shall be duly passed resolutionswhich: (ia) approving the transfer of the Sale Share to the Buyer or its nominee(s) shall be resolved to be registered (subject to being duly stamped) notwithstanding any provision to the contrary in the Articles, and that the Buyer or its nominee(s) shall be approved for registration as the holder(s) of the Sale Share; (b) the cancellation of the existing share transfers certificate(s) issued by the Company in favour of the Seller and the issue of a new share certificate in respect of the Sale Share in the name of the Buyer (or as it may direct) with the common seal of the Company affixed thereon shall be approved; (c) (if applicable) the resignation(s) of the director(s), the company secretary and/or the auditors of the Company and/or other Group Members in accordance with the Buyer’s instructions (if any), referred to in Sub-clause 4.1(A)(i5.2(e), shall be tendered and accepted so as to take effect at Completion; and (d) all bank mandates in force for the Company shall be altered in accordance with any instructions given by the Buyer (if any). 5.4 On the Completion Date, the Buyer shall: (a) pay the remaining balance of the Consideration in accordance with clause 4.2(b); and (b) deliver to the Seller certified copies of the Buyer’s board resolutions approving the execution of and performance by the Buyer of its obligations under the Transaction Documents to which it is or will be a party. 5.5 If the Seller or the Buyer (the Affected Party) fails or is unable to comply with any of its obligations under the preceding provisions of this clause 5 on or before the Completion Date then the other (the Buyer (if the failure or inability is on the part of the Seller) or the Seller (if the failure or inability is on the part of the Buyer)) (the Unaffected Party) may (in addition to any other rights or remedies available to it): (a) defer Completion (by notice to the Affected Party) to a date (being a Business Day) not more than 28 days after that date (in which case the provisions of this Agreement shall apply to Completion as so deferred); (iib) accepting proceed immediately to Completion so far as practicable, but without prejudice to the resignations referred Unaffected Party’s rights where the Affected Party has not complied with its obligations under this Agreement; or (c) terminate this Agreement on such date by notice to the Affected Party. 5.6 If this Agreement is terminated in Sub-clauses 4.1(B)(i) accordance with clause 5.5(c), all rights and 4.1(B)(iv) and appointing nominees obligations of the Purchaser to fill the vacancies created by such resignations (or shall convene a meeting of the members of the Company for such purpose); (iii) changing the registered office of the Company to an address to be supplied by the Purchaser; and (D) revoking all existing banking mandates of the Company and substituting therefor such banking mandates as the Purchaser shall direct; Seller and the Purchaser Buyer under this Agreement shall deliver to end (except for rights and obligations under the Sellers a copy of the register of members of the Purchaser updated to show each Seller (or their designee(sSurviving Provisions which shall remain in full force and effect)) as the holder of such number of Solowin Shares as set forth opposite the Sellers name in Schedule II of this Agreement.

Completion arrangements. 4.17.1. Completion shall take place on or before September 10, 2025 (or at such other time and place as the Parties may agree in writing) (the day on which the Completion actually occurs, the “Completion Day”) Date when: (Aa) each Seller the Vendors shall deliver to the Purchaser or procure the delivery to the Purchaser of: (i) duly d▇▇▇ completed and executed instruments of share transfer for the respective portion forms in respect of the AlloyX Sale Shares registered specified against their respective names in the name column (2) of such Seller Schedule 1, in favour of the Purchaser and/or its designee(s) Purchaser, together with the share certificates in respect of the relevant share certificate(s); andSale Shares; (ii) a copy of the written directors’ resolutions of the board Company approving (aa) the transfer of directors the Sale Shares to the Purchaser, (bb) the registration of the Purchaser as the holder of the Sale Shares in the register of members of the Company and the issue of a new share certificate in respect of the Sale Shares in favour of the Purchaser; (cc) the resignation of the person(s) listed in paragraph (iii) below and (subject to the receipt of the relevant consent letters duly executed) the appointments of such Seller approving new directors as shall be nominated by the execution, delivery Purchaser; (dd) a change in the client of record of the registered agent / registered office of the Company to such person as the Purchaser shall nominate with effect from the time immediately following Completion; and performance by such Seller (ee) the revocation of this Agreement, all existing banking mandates of the Company and the transactions contemplated under this Agreementsubstitution therefor of such banking mandates as the Purchaser shall direct; (B) the Company shall, if so required by the Purchaser, deliver to the Purchaser or procure the delivery to the Purchaser of: (iiii) the written resignation of all of the directors directors, the officers and officers the secretary (if any) of the Company from their respective offices, in each case to take effect from and on the Completion Date, which resignations shall include their written confirmation that they have no outstanding claims against the Company for the loss of the offices in question or of their employment or otherwise arising; (iiiv) the original current register of members of the Company updated to reflect the Purchaser as the holder of the Sale Shares and if requested by the Purchaser, the new share certificate in respect of the Sale Shares in the name of the Purchaser; (v) all Company books and records, including, without limitation, the original certificate of incorporation, memorandum, the current memorandum and articles of association, minute booksthe register of members, share the register and common sealof directors, beneficial owner register, share certificates and copies of all books and records of the Company including, without limitation all cancelled and un-issued share certificates and signed minutes of the Company; (iii) a certificate of good standing issued by notices filed with the Registrar of Companies Corporate Affairs (British Virgin Islands), the register of charges, and minutes of all meetings and resolutions of shareholders and minutes of all meetings and resolutions of directors, all maintained in respect accordance with section 102 of the CompanyAct; and (ivvi) confirmation that the written resignation “client of record” (as such term is commonly understood by registered agents handling company affairs in the existing auditors of British Virgin Islands) for the Company (if any), which resignation shall include has advised the written confirmation that they have no outstanding claims of any kind against Company’s registered agent / registered office to take instructions from the company;Purchaser on a going forward basis after the Completion. (Cb) the Company shall, if so required by the Purchaser, procure that there shall be held a meeting of the board of directors of the Company at which there shall be duly passed resolutions: (i) approving the share transfers referred to in Sub-clause 4.1(A)(i); (ii) accepting the resignations referred to in Sub-clauses 4.1(B)(i) and 4.1(B)(iv) and appointing nominees of the Purchaser to fill the vacancies created by such resignations (or shall convene a meeting of the members of the Company for such purpose); (iii) changing the registered office of the Company to an address to be supplied by the Purchaser; and (D) revoking all existing banking mandates of the Company and substituting therefor such banking mandates as the Purchaser shall direct; and the Purchaser shall deliver to the Sellers a copy Vendors (or their nominees notified to the Purchaser in writing at least five Business Days before the Completion Date) such portion of the Consideration Shares as specified against their respective names in column (3) of Schedule 1 by procuring the entry of the names of the Vendors (or their nominees) in the register of members of the Purchaser updated to show each Seller (or their designee(s)) as the holder of such number of Solowin Shares as set forth opposite the Sellers name in Schedule II of this AgreementPurchaser.