Once all the conditions set out in Section 2.2 have been met (or cancelled in writing, as the case may be), the parties will complete the closing within 30 working days in order to complete the state registration and capital transfer, Party A will become a 90% shareholder of the target company. means estimated working capital minus face value Due to these limitations, there are five elements that individuals should consider when considering transferring shares of one S Company to another person: Each buyer and UGI Corp. have the authority and authority to fully discharge their respective obligations under this Agreement and any other agreement or document it is required to enter into under this Agreement, enter into and execute (the ”Ancillary Agreements”) and for the execution of the transaction contemplated herein and thereafter. The obligations under clause 8.2, which provide, however, that the failure of AIF managers holding less than 20% of the FA shares to deliver share transfer forms executed on the closing date of the FA shares in accordance with clause 8.2.1 due to the death of those managers between the date of this press release and the closing date will not allow the buyer alone not to proceed with the completion of the acquisition of the remaining shares. The Group companies have not granted any social benefits and have not concluded a remuneration agreement outside the standards of their field of activity, and no current or former employee of a Group company benefits that are not required by law or by the applicable collective agreements or company agreements referred to in this clause. 2.5.2 All parties have confirmed that the valuation of 90% of the target company`s equity is carried out as follows: 3.5 After the transfer of the target securities, the management of the target company will conscientiously carry out its operational management tasks and submit the target company`s three-year plan and annual budget to Part A within 90 days of the signing of this Agreement. In addition, they should develop a management performance evaluation plan in accordance with the strategic plan and annual targets. 13.2 This Agreement constitutes the entire agreement of the parties to the Transaction with respect to matters relating to this Agreement and supersedes all agreements, statements, memoranda, correspondence or other documents prepared prior to this Agreement. (1) The offeree company and Party B have disclosed to Party A the assets, liabilities, equity, external guarantees and all relevant information relating to this Agreement in a complete, truthful and complete manner. There are no material defects in the assets of Target Company and its subsidiaries. Unless otherwise specified in Annex 10.3.1, none of the Group companies is a party to a shareholders` agreement in respect of a subsidiary of the Group. 6.11 Party B promises that Party B and other companies under its control will not engage in any concurrent activity of the Target Company. If Party B and its affiliates are involved in the core activities of the Target Entity, they shall transfer the activity to the Target Entity in accordance with the requirements of Part A.

If no agreement is reached between the Buyer and the Seller`s representative, the pre-closing declaration will be finalized in good faith by the Seller`s representative, unless the disagreement relates to an amount greater than 3,000,000 (three million) euros. In this case, the declaration prior to closure shall be definitively determined by the accounting officer within two (2) working days following the working day referred to in the preceding paragraph. Each of the group companies that are shareholders or members of companies or EIGs as defined in Exhibit 10.3.7 has a valid and irrevocable right to use the storage capacity of those companies and EIGs in accordance with Exhibit 10.3.7. The transfer of shares and the associated change of control resulting from the closing of the transaction will not affect these rights. There are many types of documents used in the resolution of a company relocation, including: The group companies have not signed any obligation, contract, agreement or commitment that binds them in an unusual or unusual way compared to the normal course of their business or that has not been concluded or cannot be terminated under normal conditions, or are justified in light of normal or customary business practices in the butane and propane industry, or involve their perpetual or shared liability, with the exception of contracts with customers. 6.14 Part B guarantees that the ”Shui Yijia” trademark (35 categories, graphics) will be transferred to the name of the target company in connection with the activities of the target company, including intellectual property rights such as Shui Yijia Fresh,, Mall and other WeChat applets, within 180 days of the completion of the share transfer. 6.12 Party B guarantees that the underlying equity will be transferred to Party A within the agreed period. Part A provides active and full cooperation and assistance on transmission. All permits required to obtain the leases and leases have been properly obtained. Such notice shall not be deemed to remedy any breach of any agreement, obligation or arrangement under this Agreement.

The Company also issued 25,344,632 share purchase warrants entitling up to 1,949,587 new common shares of the Company owned by AGZ Financial (the ”BSA”). ), which are contained in the articles of association of the Company and Financière AGZ, it is specified that the buyer is admitted as assignee of the FA shares at closing. The Company shall have fulfilled and complied with all agreements and conditions contained herein or in other applicable supplementary documents in connection with the transactions provided for in this Agreement and the share transfer agreements that it is required to execute or comply with prior to or at the time of closing. The transfer of equity can be complex and include land registry applications and stamp duty forms. In these circumstances, a transfer of equity usually involves a transfer practitioner who handles the formalities. Each of the Sellers and the Buyer undertake and agree to use commercially reasonable efforts, within the limits of their respective powers, roles and responsibilities, to induce the Company`s auditors to (i) with the arranger or underwriter involved in a public offering of securities by UGI Corp. in connection with the Transaction (the ”Arranger”), to cooperate and make them available to him. ”Comfort Letters”, as usually designated in France by this arranger in connection with a public offer or a private placement of securities of UGI Corp. and (ii) to enter into an agreement with the Company providing for the delivery of this administrative letter no later than the date of fixing of the price. Most entrepreneurs choose to run a business because it offers protection against personal liability. However, companies are also subject to double taxation, which means that owners pay a corporate tax on their company`s profits, as well as an individual tax on money earned through dividends.

With respect to the acquisition of 90% of the Target Company`s equity held by Party B, the Parties have agreed to the terms of this Agreement through friendly negotiations in accordance with the principles of fairness, reasonableness and good faith: A share purchase agreement shall contain details such as: Each Party shall from time to time execute such documents and perform such actions and things, that any other party may reasonably require in order to give the shares to the buyer and to give each party the full benefit of this Agreement. .