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Form 8-K Stock Purchase Agreement

5.4 References to certain events. During the transitional period, the company and each seller (since it only concerns information relating to that seller) will immediately inform the parent company and the parent company will immediately inform the company and the sellers if that party becomes aware of it: 3.3 Share ownership. This seller legally and advantageously owns the shares of the company, as indicated in his name in Schedule 2.2 (a) of the letter of opening of the seller, which, if they constitute, together with the shares of the company that are legally and advantageously held by the other sellers, all the shares of equity of the company and have a good and valid ownership of these shares. free and free from any charge and upon conclusion to the parent company or on the instruction of the parents, the purchaser, a good and valid ownership of these shares, free and free from any charge. This seller does not own any other company shares and is not entitled to acquire, directly or indirectly, any other shares in the business. Such seller is not a party to any options, warranties, rights of sale or other contracts or obligations that may require such seller to sell, transfer or assign corporate shares (except in this Agreement). Such a seller is not a party to any voting rights, agent or other agreement or understanding with respect to voting on the company`s share capital, unless this is stipulated in the seller`s disclosure letter. (a) The vendors and the company, as well as their subsidiaries, will reorganize the ISG, in accordance with the ISG reorganization plan, as set out below: (i) on December 31, 2020 or before December 31, 2020, the vendors and the company will separate the ISG business from the business, which is not otherwise stated in the ISG reorganization plan; all assets, liabilities and operations of the ISG business are held by Arm Cloud Services Limited and Treasure Data Inc. (the Separation), and (ii) the Vendors and the Business, as soon as reasonably practicable after the separation of ISG and the date of termination of the ISG (but, in any event, prior to closing), the distribution of the interests in Arm Cloud Services Limited and Treasure Data Inc. to the Sellers (the Distribution); provided, however, that the sellers and the company have the right to sell, transfer or sell treasure Data Inc.

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