The Seller is the owner of a division (the “Telxius Towers Latam Division”) engaged in the construction, holding, management and operation of telecommunication tower infrastructures (including the acquisition and/or lease of properties related to the telecommunications infrastructure business) and of distributed antenna systems and small cells, which provides co-location services on multi-tenant telecom towers mainly to wireless service providers and wireless data providers, both to companies of the Telefónica Group (as defined below) and third parties, through a vast portfolio of cellular wireless telecommunication towers in Argentina, Brazil, Chile and Peru (the “Business”).

In this regard, the Seller is, directly or indirectly, the owner of 100% of the share capital of the following companies (the “Companies”) that form the Telxius Towers Latam Division and develop the Business in each of the above referred countries:

The Seller is the direct owner of 100% of the share capital of Telxius Torres Latam, S.L.U., a Spanish limited liability company (sociedad de responsabilidad limitada) incorporated under the laws of Spain, with corporate domicile at Ronda de la Comunicación, s/n – Distrito Telefónica, 28050 Madrid, registered at the Commercial Register of Madrid at volume 34,395, sheet 28, page number M-618673, and with Spanish Tax Identification Number B-87485736 (“Towers Latam”).

Towers Latam is the direct owner of 95% of the share capital of Telxius Torres Argentina S.A., an Argentinian corporation incorporated under the laws of Argentina, with corporate domicile at, Av. Independencia 169, Planta Baja, de la Ciudad Autónoma de Buenos Aires registered with the Inspección General de Justicia, under number 1912773 Book 84, and with Argentinian Tax Identification Number CUIT 30-71565046-7 (“Towers Argentina”). The remaining 5% of the share capital of Towers Argentina (the “Minority Argentinian Stake”) is directly owned by the Seller as of the date hereof.

Towers Latam is the direct owner of 100% of the share capital of Telxius Torres Brasil Ltda., a Brazilian limited liability company incorporated under the laws of Brazil, with corporate domicile at Av. das Nações Unidas, 14.401 -– Vila Gertrudes, 29º Subdistrito, 3ª andar – conj 31 – Chácara Santo Antônio CEP 004794-000 - São Paulo – SP – Brasil, registered with the Junta Comercial do Estado de São Paulo (“JUCESP”), under number NIRE 35.229.605.787 and with Brazilian Tax Identification Number CNPJ 23.842.855 / 0001-65 (“Towers Brazil”).

Towers Latam is the direct owner of 99.998% of the share capital of Telxius Torres Chile Holding S.A., a Chilean limited liability company incorporated under the laws of Chile, with corporate domicile at Avenida Providencia N°111, Piso 27, Santiago de Chile, registered with the Commercial Registry of Santiago de Chile under number 28187, Sheet 15701, Year 2016, and with Chilean Tax Identification Number RUT 76,562,699-4 (“Towers Chile Holding”). The remaining 0.001% of the share capital of Towers Chile Holding is owned by Towers Spain (as defined below).

Towers Latam is the direct owner of 99.999% of the share capital of Telxius Torres Perú S.A.C., a Peruvian limited liability company incorporated under the laws of Peru, with corporate domicile at Dean Valdivia Nº 148, San Isidro, Lima (Perú), registered with the Commercial Registry of Lima under number 13593501, and with Peruvian Tax Identification Number RUC 20601099471 (“Towers Peru”). The remaining 0.001% of the share capital of Towers Peru is owned by Towers Spain.

Prior to the execution of this Agreement, the Buyer, together with its professional advisors, has carried out a legal, tax, financial, accounting and business due diligence review of the Companies and the Business, which has included (a) a review of the information provided by the Seller (through the appropriate clean team arrangements, as required pursuant to applicable anti-trust laws) in the virtual data room in Datasite named “Shamrock”, with unlimited access in terms of accessing hours and number of accesses between 16 November 2020 and 9 January 2021, both inclusive (the “Data Room”), (b) access to the answers and information made available through successive rounds of limited Q&As arranged by or on behalf of the Seller, and (c) attendance at expert sessions and calls (the “Due Diligence Process”). The content of the Data Room has been recorded on three identical pen drives (the “Data Room USBs”) prepared by Datasite, together with a certificate issued by Datasite UK Ltd. attesting the content available in the Data Room as at 13:37 CET of 9 January 2021. On or around the date hereof, one copy has been or will be delivered to the Seller, one to the Buyer and the third copy of the pen drive will be kept in escrow by the Seller’s counsel for its delivery to the Notary. A copy of the Data Room USBs will be deposited by the Parties with the Notary on the Closing Date.

The Buyer has considered the information provided to it and its advisors throughout the Due Diligence Process to make its final decision to proceed with the signing of this Agreement.

The Buyer is an entity belonging to a business group operating in the same sector of activity as the Business and that has the necessary experience and expertise to analyse the transaction contemplated in this Agreement, meaning that it has

therefore duly established its interest in purchasing the Companies, as a means to acquire the Business, in an informed manner.

The Seller wishes to sell and transfer to the Buyer and the Buyer wishes to purchase, pay for and acquire from the Seller, the Shares as a means to acquire the Companies and the Business, under the terms and conditions agreed hereunder (the “Transaction”).

The Guarantor has agreed to guarantee all the obligations of the Buyer contained in this Agreement, if the Buyer assigns all or part of its rights and obligations under this Agreement to one or more of its Affiliates. The Guarantor shall be considered a Party for the purposes of Clauses 11 to 15 of this Agreement.

DEFINITIONS AND INTERPRETATION

Definitions

Interpretation

General rules

Any reference to “this Agreement” must be deemed to be made to this Agreement and to its Schedules.

Any reference to a “Clause” or to a “Schedule” must be deemed to be made to a Clause of, or Schedule to, this Agreement.

Any reference to a “person” includes any individual, corporate or legal entity, organization, association with or without legal personality, or public authority, agency or administration.

Any reference to “control”, including its various tenses and derivatives (such as “controlled” and “controlling”), must be interpreted in the sense of Article 42 of the Spanish Commercial Code (Código de Comercio).

Any reference to the term “law” includes any national, supra-national (including European), regional, local or foreign constitution, treaty, law, statute, ordinance, rule, regulation, interpretation by an official authority, directive, policy, order, writ, decree, injunction, judgment, stay or restraining order, provisions and conditions of permits, aids, grants, incentives, subsidies, licenses, registrations and other operating authorizations, any ruling or decision of, agreement with or by, or any other requirement of, any authority; or any amendments to or modifications of any of the foregoing.

Any reference to “herein”, “hereto”, “hereof” or “hereunder” refers to this Agreement.

Wherever the terms “includes”, “included”, “include” and “including” are used, they shall be deemed to be followed by the expression “without limitation”.

Any reference to one gender includes the other, and words in the singular shall include the plural, and vice versa.

Any reference to the “Seller’s knowledge” or any substantially equivalent expression shall be understood as the actual and effective knowledge on the relevant subject matter by any of the following senior officers of the Seller after due enquiry: the chairman, the chief executive officer, the chief financial officer, the chief operations officer or the general counsel.

“Fairly disclosed” means disclosed in writing as part of the Due Diligence Process or in this Agreement or its Schedules with a reasonable degree of detail described and scheduled in relevant context to enable a prudent professional purchaser operating in the same business sector and professionally advised to identify the nature and scope of the matter being disclosed.

Any reference to “ordinary course of business” shall be interpreted as the normal conduct of the commercial operations of the person concerned applied in a uniform and constant manner in accordance with past practice.

The obligation to use “best efforts”, “best endeavours” or another similar expression, refers to the obligation to make (without such obligation being a firm obligation of result) all the reasonable efforts that an orderly businessman (ordenado empresario) acting in good faith and committing all reasonable resources and means available would use in similar circumstances to achieve the desired outcome.

For the purposes of this Agreement, any monetary amount expressed in Argentinian Peso (ARS), Brazilian Real (BRL), Chilean Peso (CLP), Peruvian Sol (PEN) and US Dollars (USD) shall be converted into Euros (EUR) applying the following exchange rates calculated as indicated below:

The exchange rate for the Argentinian Peso into Euro shall be the exchange rate resulting from:

The arithmetic average of the five exchange rates USD / ARS (“Tipo de Cambio Mayorista ($ por US$) Comunicación A 3500”) (rounded upwards to four decimal places) published on the Central Bank of the Argentine Republic website corresponding to each of the five Business Days prior to the fifth Business Days prior to the Closing Date; and

The arithmetic average of the five exchanges rate EUR / USD (rounded upwards to four decimal places) published on the Bloomberg (BFIX) website, at approximately 14:00 (Madrid local time), corresponding to each of the five Business Days prior to the fifth Business Days prior to the Closing Date.

The exchange rate for the Brazilian real into Euro shall be the exchange rate resulting from:

The arithmetic average of the five exchange rates USD / BRL (PTAX - Venda) (rounded upwards to four decimal places) published on the Central Bank of Brazil website corresponding to each of the five Business Days prior to the fifth Business Days prior to the Closing Date; and

The arithmetic average of the five exchanges rate EUR / USD (rounded upwards to four decimal places) published on the Bloomberg (BFIX) website, at approximately 14:00 (Madrid local time), corresponding to each of the five Business Days prior to the fifth Business Days prior to the Closing Date.

The exchange rate for the Chilean peso into Euro shall be the exchange rate resulting from:

The arithmetic average of the five exchange rates USD / CLP (rounded upwards to four decimal places) published on the Central Bank of Chile website corresponding to each of the five Business Days prior to the fifth Business Days prior to the to the Closing Date; and

The arithmetic average of the exchange rate EUR / USD (Dolar Observado) (rounded upwards to four decimal places) published on the Bloomberg (BFIX) website, at approximately 14:00 (Madrid local time) corresponding to each of the five Business Days prior to the fifth Business Days prior to the Closing Date.

The exchange rate for the Peruvian sol into Euro shall be the exchange rate resulting from:

The arithmetic average of the five exchange rates USD / PEN (TC Interbancario (S/ por US$)) (rounded upwards to four decimal places) published on the Central Reserve Bank of Peru website corresponding to each of the five Business Days prior to the fifth Business Days prior to the Closing Date; and

The arithmetic average of the exchange rate EUR / USD (rounded upwards to four decimal places) published on the Bloomberg (BFIX) website, at approximately 14:00 (Madrid local time) corresponding to each of the five Business Days prior to the fifth Business Days prior to the Closing Date.

The exchange rate for the US Dollar into Euro shall be the arithmetic average of the exchange rate EUR / USD (rounded upwards to four decimal places) published on the Bloomberg (BFIX) website, at approximately 14:00 (Madrid local time) corresponding to each of the

five Business Days prior to the fifth Business Days prior to the Closing Date.

Headings

Schedules and Annexes

Terms

Any reference to “days” shall be deemed to be made to “calendar days” and reference to times refer to the time in Madrid, Spain (being, as of the date of this Agreement, Central European Time).

Any periods expressed in days shall start to be counted from the day immediately following the day on which the counting starts. If the last day of a period is not a Business Day, the period in question shall be deemed to have been automatically extended until the first following Business Day.

Periods expressed in months shall be counted from date to date unless in the last month of the period such date does not exist, in which case the period shall end on the last day of such month (without prejudice to the previous paragraph).

Any reference to “from”, “as from” or “through” a given date shall be understood to include such date.

Language

PURPOSE OF THE AGREEMENT

Sale and purchase of the Telxius Towers Latam Division

On the terms and subject to the conditions set forth in this Agreement (including, in particular, the satisfaction or waiver of the Conditions

Precedent, as applicable, on the terms set forth herein), the Seller hereby sells and, at the Closing, shall transfer to the Buyer, and the Buyer hereby purchases and, at the Closing, shall acquire from the Seller, in consideration for the Price, the Shares of Towers Latam, as the means for the transfer by the Seller, and acquisition by the Buyer, of the Business.

The Shares, and the shares of the Argentinian Company, the Brazilian Companies, the Chilean Companies and the Peruvian Company, are sold and shall be transferred (indirectly for the Argentinian Company, the Brazilian Companies, the Chilean Companies and the Peruvian Company) at the Closing, and are purchased and shall be acquired at the Closing, free and clear from any Encumbrances, fully subscribed and paid in, non-assessable and fully enjoying the rights inherent to them by reason of the applicable law and the bylaws of the Companies, as applicable.

It is acknowledged and agreed that the obligation of the Parties to complete the Transaction at the Closing pursuant to the terms and conditions hereof shall in no event be affected by any change of circumstances that may take place in the economic and/or financial markets, by the evolution of the Business after the date of this Agreement or by any other fact or circumstance (other than the termination of this Agreement in accordance with its terms), even if any such change of circumstances was unforeseeable or unavoidable.

Agreement perfection

CONSIDERATION

Determination of the Price

an amount in cash (in Euros) equal to the Base Price;

minus the Adjusted Net Debt of the Towers Latam Group as of the Reference Date, if a positive number, or, alternatively, if a negative number, plus the absolute value of such number.

Base Price and Closing Price

Price Adjustment

Within three months following the Closing, the Buyer shall (a) cause Towers Latam to prepare its Closing Accounts; (b) prepare a statement with the Buyer’s calculation, based on the Closing Accounts, of the Reference Adjusted Net Debt and, therefore, of the Price Adjustment, all pursuant to the terms and conditions of this Agreement (the “Buyer’s Statement”); and (c) submit the Closing Accounts and the Buyer’s Statement to the review of the Auditor (such review to be performed within the scope of work set forth in Schedule 4). The Auditor shall review the Closing Accounts and the Buyer’s Statement and provide the Buyer its procedures report as soon as possible, and in any event within one month after having received the documentation from the Buyer. Within five Business Days thereafter, the Buyer shall deliver to the Seller the Closing Accounts, the Buyer’s Statement and the agreed-upon procedures report of the Auditor. The Closing Accounts together with such Auditor’s report shall be referred hereinafter as the “Reviewed Closing Accounts”. The Buyer undertakes, to the extent possible, to make its best efforts to cause the Auditor to deliver the Reviewed Closing Accounts within such one month period, however, the Buyer shall not be held responsible for any delay in delivering such Reviewed Closing Accounts to the Seller for a delay attributable to the Auditor (in which case, the deadline to deliver the Reviewed Closing Accounts shall be extended, as appropriate).

The Seller shall have a period of forty-five calendar days following receipt of such Reviewed Closing Accounts and the Buyer’s Statement to review the materials received and notify the Buyer any discrepancy therein. The Buyer shall provide any reasonable assistance and documentation required by the Seller for the performance of such review in a timely manner and, in particular, shall cause the Companies to provide access to the Seller (on a reasonable and confidential basis, during normal business hours) to the Companies’ accounting or other documents, records and other materials and information, and make available, to a reasonable extent, employees and auditors of the Companies, and any other assistance, document or information that the Seller may reasonably request.

If the Seller does not object to the Price Adjustment resulting from such Buyer’s Statement within the period set forth in the previous paragraph, such Price Adjustment so notified by the Buyer will be deemed to be agreed between the Parties.

On the contrary, if the Seller objects to the Price Adjustment resulting from such Buyer’s Statement, it shall notify the Buyer of its disagreement within the forty-five-day period set forth above, indicating the basis of such disagreement and the reasons therefore, indicating its calculation of the Reference Adjusted Net Debt and the resulting Price Adjustment, and providing all back-up calculations and documentation reasonably necessary

to support the Seller’s calculations (the “Seller’s Objection Notice”). In this event, the Buyer and the Seller shall aim to agree on the determination of the Price Adjustment during the ten Business Days following the receipt by the Buyer of the Seller’s Objection Notice. If the Buyer and the Seller are unable to reach an agreement within the time period indicated in the preceding sentence, any or both Parties may submit the discrepancy to the Expert pursuant to the form of engagement letter, to be agreed in good faith between the Parties and the Expert during the Interim Period.

The Expert, when appointed, shall render and notify simultaneously to the Seller and the Buyer its final decision on the discrepancies submitted to its review (for the avoidance of doubt, the Expert shall only review and decide on the discrepancies between the Buyer’s Statement and the Seller’s Objection Notice, but not on any other item) and its calculation of the Reference Adjusted Net Debt and the resulting Price Adjustment (that shall be within the range of the amounts included in the Buyer’s Statement and in the Seller’s Objection Notice). The Expert’s decision, together with a statement of reasons therefore, shall be provided to the Parties within one month from the date of acceptance of its appointment. For these purposes, the Expert shall act as an expert and not as an arbitrator.

In the absence of manifest error (in which case the relevant part of the Expert’s determination shall be void and the matter shall be remitted back to it for correction), the Price Adjustment determined by the Expert, within the range of the amounts included in the Buyer’s Statement and in the Seller’s Objection Notice, shall be final and binding on the Parties.

The Buyer and the Seller undertake to cooperate, and the Buyer undertakes to cause the Companies to cooperate, with the Expert, to the fullest extent possible. In particular:

the Parties shall promptly deliver to the Expert the relevant provisions of this Agreement and the calculations made by the Buyer (and reviewed by the Auditor) and by the Seller, as well as any other information available to the relevant Party that the Expert may reasonably consider necessary to perform its mandate; and

the Buyer shall promptly make available, and cause the Companies to provide access (on a reasonable and confidential basis, during normal business hours) to the Companies’ accounting or other documents, records and other materials and information, and make available employees, auditors and advisors of the Companies, and any other assistance, document or information that the Expert may request, in each case to the extent necessary for the Expert to perform its mandate.

The fees of the Expert shall be borne by the Buyer and the Seller in inverse proportion to the extent to which the Expert decides in favour of each Party. By way of example, if the Buyer’s Statement includes a Price Adjustment of 100 and the Seller’s Objection Notice of 200 and the Expert decides that the

correct Price Adjustment is 175, the Buyer shall bear 75% of the Expert’s fees and the Seller the remaining 25%.

If the Price Adjustment is positive, the Buyer shall pay the Price Adjustment to the Seller; and

If the Price Adjustment is negative, the Seller shall pay the absolute value of the Price Adjustment to the Buyer.

Anti-Embarrassment Price

“Disposal Event” means a direct or indirect sale, transfer, contribution, combination (including by way of a merger), assignment, repurchase or disposal (whether in a single transaction or a series of transactions and regardless of the structure or form of the transaction or transactions) by the Buyer or an entity within the Buyer’s Group to or with a Shareholder of (i) any direct or indirect interest (including minority interests) in any of the Companies or any successor thereof (including any options, warrants, convertible securities, derivative securities or other rights of any kind to acquire any shares in any such Companies) or (ii) all or part of the portfolio of cellular wireless telecommunication towers of the Companies; or the entering into a legally binding agreement to do any of such acts or things (provided the relevant transaction is always signed within the Anti-Embarrassment Period but completed, even after the end of the Anti-Embarrassment Period). For the avoidance of doubt, a Disposal Event (i) shall include, without limitation, the direct or indirect investment by a Shareholder in any of the Companies or their portfolio of cellular wireless telecommunication towers through the subscription of shares or other kind of equity or equity-linked securities or instruments; but (ii) shall exclude any transaction required and/or accepted to comply with any Commitments in relation to the Antitrust Condition Precedent (to the extent no alternative transaction that otherwise would not be a Disposal Event is available).

“Incremental Value” means the positive difference, if any, between (i) the value assigned in this Transaction to the sites the subject matter (directly or indirectly) of the Disposal Event (on the basis of the assigned value per site resulting from this Transaction as detailed in Schedule 8); and (ii) the value attributable to such disposed sites (directly or indirectly) in the Disposal Event.

“Relevant Shareholder” means any of the following direct or indirect shareholders of the Seller as of the date hereof with the “Participation” indicated below:

“Shareholder” means any of the Relevant Shareholders and their respective Affiliates. As regards Taurus Bidco S.à r.l., the term “Affiliate” shall additionally include (i) Kohlberg Kravis Roberts & Co. L.P. (the “Manager”); (ii) any fund or person managed by the Manager or a Manager’s Affiliate; (iii) any general partner of the funds or persons referred to in the foregoing sections (i) and (ii); and (iv) any Affiliate of any of the funds or persons referred to in the foregoing sections (i), (ii) and (iii).

The Buyer shall promptly notify the Seller in writing of any Disposal Event that occurs within the Anti-Embarrassment Period and state in such notice reasonable details of the Disposal Event and of the preliminary Buyer’s calculation of the Anti-Embarrassment Price to be generated in such Disposal Event, if any.

Following the closing of the relevant Disposal Event occurred within the Anti-Embarrassment Period, the Buyer shall promptly notify the Seller in writing of such closing (with all reasonable details) and state in such notice in full detail the definitive Buyer’s calculation of the Anti-Embarrassment Price generated in such Disposal Event, if any, including a copy of the supporting documentation. The Buyer shall send such notice and the relevant documentation within twenty Business Days following such closing date.

The Seller shall have a period of forty-five days following receipt of such notification to review the materials received and notify the Buyer any discrepancy thereof. The Buyer shall provide (or cause any of its Affiliates to provide) any reasonable assistance and documentation required by the Seller for the performance of such review in a timely manner and, in particular, shall provide access to the Seller (on reasonable and confidential basis, during normal business hours) to the documents, records and other

materials and information, and make available, to a reasonable extent, employees and auditors of the Buyer and its Affiliates, and any other assistance, document or information that the Seller may reasonably request.

If the Seller does not object to the Anti-Embarrassment Price notified by the Buyer within the period set forth in the previous paragraph, such Anti-Embarrassment Price so notified by the Buyer will be deemed to be agreed between the Parties.

On the contrary, if the Seller objects to the Anti-Embarrassment Price notified by the Buyer, it shall notify the Buyer of its disagreement within the forty-five-day period set forth above, indicating the basis of such disagreement and the reasons therefore, indicating its calculation of the Anti-Embarrassment Price and providing all back-up calculations and documentation reasonably necessary to support the Seller’s calculations. In this event, the Buyer and the Seller shall aim to agree on the determination of the corresponding Anti-Embarrassment Price during ten Business Days following the receipt by the Buyer of the Seller objection notice. If the Buyer and the Seller are unable to reach an agreement within the time period indicated in the preceding sentence, any or both Parties may submit the discrepancy to the Expert, the procedure and rules set forth in Clauses 3.3.1(iv) to 3.3.1(viii) being applicable mutatis mutandis.

The Buyer shall pay the Anti-Embarrassment Price to the Seller in cash, in Euros, without any deduction, set-off, withholding or counterclaim, within twenty Business Days following the date on which such Anti-Embarrassment Price has been finally determined pursuant to the previous paragraphs.

If following the closing of the Disposal Event there is any adjustment to the terms and conditions of the transaction resulting from the Disposal Event, the Buyer shall promptly notify the Seller in writing of such adjustment (with all reasonable details) and state in such notice in full detail the Buyer’s calculation of the corresponding impact to the Anti-Embarrassment Price generated in such Disposal Event, including a copy of the supporting documentation. The Buyer shall send such notice and the relevant documentation within ten Business Days following such event. Paragraphs (iii) to (vi) shall then apply mutatis mutandi.

The Buyer shall, and shall cause its Affiliates to, comply with this Clause 3.4 acting with utmost good faith, and shall not, and shall cause its Affiliates not to, take any action or fail to take any action with the purpose of circumventing the terms or purpose of this Clause 3.4.

CONDITIONS PRECEDENT

Conditions Precedent

Obtaining the Antitrust Clearance (the “Antitrust Condition Precedent”).

Completion of the Reorganisation (the “Reorganisation Condition Precedent”).

The Buyer and the Seller agree to jointly submit the Transaction to the Antitrust Authority and use their commercially reasonable efforts to supply as promptly as reasonably practicable any additional information and documents that may be requested by it. The Buyer will take the lead in coordinating this submission and agrees to use its best endeavours to do, or cause to be done, all things necessary, proper or advisable to ensure that the Antitrust Clearance is obtained as soon as possible and, in any event, prior to the Long Stop Date. In particular, the Buyer undertakes and covenants that during the Interim Period it will not, and will procure that none of its Affiliates will, enter into any agreement or arrangement or acquire or agree to acquire any interest in any business, where the effect of any such agreement or arrangement or such acquisition could reasonably be expected to delay, impede or in any respect prejudice obtaining the Antitrust Clearance as soon as possible and, in any event, prior to the Long Stop Date.

The Buyer shall ensure that draft documents, applications or pre-notifications as may be necessary to obtain the Antitrust Clearance shall be provided and submitted to the Antitrust Authority not later than twenty Business Days from the date of this Agreement, subject to the Seller complying in all material respects and in a timely basis with its obligations in Clause 4.1.3(iii). The Buyer shall consult with the Seller and its advisors on the manner of submission and content of such information, documents, applications or pre-notifications prior to submitting them to the Antitrust Authority and provide the Seller and its advisors with redacted drafts (that is, after deleting therefrom any confidential information or commercially sensitive data which may be provided instead to Seller’s external legal counsel on an external counsel only basis) of said documents, and give the Seller a reasonable opportunity to comment thereon. The Buyer will take reasonable consideration of the comments proposed by the Seller, as the case may be.

The Seller shall, and shall procure that its subsidiaries and advisors shall, cooperate with the Buyer in providing the Buyer with all such assistance as is reasonably necessary, and shall provide the Antitrust Authority with such information as may reasonably be necessary and as it is reasonably able to provide to ensure that:

all relevant documents, applications or pre-notifications are made in accordance with Clause 4.1.3(ii); and

any request for information from the Antitrust Authority is fulfilled promptly and in any event in accordance with any relevant time limit.

Each of the Parties shall promptly reply to any requests for information or additional documentation made to that Party by the Antitrust Authority. Each of the Parties shall give the other reasonable opportunity to comment on the content of the reply prior to submitting them to the Antitrust Authority and provide the other with redacted copies (that is, after deleting therefrom any confidential information or commercially sensitive data which may be provided instead to the other Party’s external legal counsel on an external counsel only basis) of said information or documents.

To the extent permitted by applicable law, each of the Parties shall maintain the other regularly informed of the status of the process and shall provide it with redacted copies (that is, after deleting therefrom any confidential information or commercially sensitive data which may be provided instead to the other Party’s external legal counsel on an external counsel only basis) of the correspondence maintained with the Antitrust Authority.

Where either of the Parties intends to participate in any meeting, teleconference or any other type of communication with the Antitrust Authority, it shall:

inform the other Party and its advisors of such circumstance and take into account any observations the other Party may make in this connection, provided the Antitrust Authority makes no objection; and

make sure that the other Party may attend said meeting, teleconference or communication or be represented should it so wish and should the Antitrust Authority not object.

Each of the Parties shall promptly inform the other of any relevant notices, oral or written, received by it in relation to the procedures or negotiations commenced to fulfil the Antitrust Clearance. The Buyer shall deliver to the Seller and its advisors, as soon as received, a copy of the ruling, decision or document giving rise to the satisfaction or non-satisfaction of the Antitrust Clearance or stating or evidencing any significant development or situation

in respect thereof. Each of the Parties shall also keep the other informed of all the steps and of any relevant facts in connection with the process to obtain the Antitrust Clearance.

Either Party shall have the right to request and promptly obtain from the other information as to the status, advancement or developments regarding the Antitrust Clearance.

In the event that any of the Parties at any time becomes aware of any circumstance that could reasonably be expected to prevent, delay or frustrate the obtaining of the Antitrust Clearance, it shall promptly deliver written notice thereof to the other Party.

If it becomes apparent that the Antitrust Authority will only approve the Transaction subject to conditions, obligations, undertakings and/or modifications (each a “Commitment”), in particular that relates in any manner whatsoever to: (i) any undertaking or business, activities or assets of any undertaking that is controlled by the Buyer or any of its Affiliates; or (ii) any undertaking or business, activities or assets of the relevant Companies, the Buyer shall offer, accept and agree to any such Commitment as may be necessary to obtain the Antitrust Clearance and shall take any and all steps necessary to complete the Commitment, preferably, with respect to clearance by the Antitrust Authority, by means of the negotiation, as applicable, of a formal Merger Control Agreement (Acordo de Controle de Concentrações – ACC) with the General Superintendence and/or the Administrative Tribunal of the Antitrust Authority.

The Parties agree as follows in respect of the possible outcome of the analysis of the Transaction by the Antitrust Authority:

If the Antitrust Authority authorizes the Transaction unconditionally, the Antitrust Condition Precedent in Clause 4.1.1(i) shall be deemed satisfied (x) with respect to clearance by CADE, the day such decision becomes final and non-appealable, i.e. the day that CADE issues the certification mentioned in section 131 of its internal rules (Regimento Interno), if the corresponding decision is rendered by its General Superintendence (Superintendência Geral), or (y) the day the Transaction is finally decided by its Administrative Tribunal, in case the unconditional clearance is issued by that authority;

If the Antitrust Authority authorizes the Transaction subject to any Commitment, the Antitrust Condition Precedent shall be deemed satisfied on the date on which the Buyer is notified of the Antitrust Clearance and such Antitrust Clearance is effective pursuant to applicable law and the Transaction can be consummated without infringing that authorization.

All information furnished to the Parties or the Parties’ advisors under this Clause 4.1.3 shall constitute Confidential Information.

Cost and expenses. Each Party will bear all the fees, costs and expenses necessary to fulfil its respective undertakings under this Clause 4.1.3.

COVENANTS IN THE INTERIM PERIOD

Management of the Companies

Amend its by-laws or other constitutional documents;

Take part in any merger, spin-off or winding up or file an application for insolvency or liquidation, or in any other corporate transaction with similar effects to the foregoing;

Create, allot, issue, purchase, repay, redeem or agree to create, allot, issue, purchase, repay or redeem any of its share or loan capital;

Create any Encumbrance over the shares of the Companies;

Make any material change to its accounting or Tax methods, practices, policies or procedures or make any Tax election or enter into, amend or terminate any Tax consolidation or similar agreement (other than if requested by the statutory auditor or required to comply with any applicable law);

Except for increases (a) in the ordinary course of business in accordance with past practices, (b) pursuant to existing arrangements as at the date hereof fairly disclosed or (c) pursuant to the existing collective bargaining agreements or required by applicable law, increase the compensation payable to its employees or putting in place any retention arrangement (except retention arrangements to be paid before the Closing Date);

Grant any exceptional remuneration, bonus or benefit to any Senior Officer (except exceptional remunerations, bonuses or benefits to be paid before the Closing Date), other than normal bonus and commission pay-outs related to schemes already in place or fairly disclosed;

Proceed to a structural or material change in its Business;

Save as pursuant to existing arrangements as at the date hereof which are fairly disclosed, acquire or enter into a legally binding commitment to acquire (whether by way of purchase, subscription, merger, consolidation, demerger or otherwise) any business, asset or undertaking in excess of €1,000,000 per transaction or a series of related transactions;

Save as pursuant to existing arrangements as at the date hereof which are fairly disclosed, sell, lease, licence or otherwise dispose or enter into a legally binding commitment to sell, lease or otherwise dispose of any business, asset or undertaking in excess of €1,000,000 per transaction or a series of related transactions;

Make any loan in excess of €500,000 per transaction or series of related transactions, or forgive any indebtedness owed to them (in each case, except mere intragroup transactions within the Companies);

Incur any new debt, the amendment of financing agreements, a waiver of rights, in each case unless they are for an amount lower than €5,000,000 (per transaction or a series of related transactions) and the creation of security interests or provision of personal guarantees other than those deriving from loans or credits existing at the date hereof or any renewal or modification thereof, as fairly disclosed to the Buyer;

Participate in, or terminate any participation in, any joint venture or profit-sharing arrangement or any other analogous arrangement;

Enter or agree to enter into any Material Contract or any contract with a company of the Telefónica Group or the shareholders of the Seller for an amount higher than €250,000 which is (a) not on arm’s length terms or full value, (b) not in the ordinary course of business, or (c) on unusual, abnormal or onerous terms or materially restrictive on its Business;

Amend, or agree to amend, any Material Contract (other than (a) extending the term of any Material Contract that is due to expire before the Long Stop Date, or (b) amendments that are operationally driven and do not negatively affect the economic terms of the Material Contract in any material respect, taken as a whole;

Whether by one transaction or a series of related transactions, undertake or commit any capital expenditure except if: (a) it does not exceed in any month 125% of the relevant Company average monthly capex for the individual quarters estimate as set forth in Schedule 5 (provided that the capital expenditure estimate not used in a month will be added to the estimate of the following month and so on); or (b) is in the ordinary course of business and it has been fairly disclosed prior to the date of this Agreement;

Grant or issue any mortgage, charge, debenture or other security other than as required by applicable law or by existing contractual obligations fairly disclosed to the Buyer;

Do or omit to do any action that might result in the termination, revocation, suspension, modification or non-renewal of any material license, consent or authorization. For this specific purpose the Seller shall procure that the Companies comply with all reporting and conditions imposed by regulators and applicable law;

Settle any Tax claim, surrender any right to claim a refund of Taxes, enter into any agreement with Tax authorities or seek any ruling, clearance or confirmation from any Tax authority in excess of €250,000;

Make any election of a Taxation nature that might alter the Tax status, become resident for Tax purposes or create a permanent establishment in either case in a jurisdiction where the Companies were not registered or did not have such a permanent establishment prior to the signing date of this Agreement;

Initiate, settle or abandon any claim, litigation, arbitration or other proceedings or make any admission of liability, in each case if in excess of €500,000 per claim or group of claims arising from substantially identical facts or circumstances (and excluding, in any case, in relation to normal debt collection); or

Enter into any agreement (conditional or otherwise) to do any of the foregoing.

The Buyer shall use all reasonable endeavours to notify the Seller of the Buyer’s decision to approve or not approve any such proposed actions within three Business Days of receipt of such notification from the Seller and, in the case of rejection, providing a reasonable justification thereof.

The consent of the Buyer shall be deemed to have been granted if the Buyer does not notify the Seller of its disagreement in respect of the proposed action in writing within such three Business Days of receipt by the Buyer of a written request from the Seller.

For the avoidance of doubt, if such a request is rejected by the Buyer and all Closing Actions affecting the Company in question are completed, the Seller shall not be liable in any event for any Damages which would not have occurred but for such non-approval.

Actions to be completed by the Seller and the Companies during the Interim Period

Any action required to be undertaken by the Companies to comply with applicable law or binding direction, instruction, pronouncement or decision of a competent court or administrative or regulatory authority;

Any actions reasonably undertaken by the Companies in an emergency or disaster situation with the intention of minimising any adverse effect of such situation in any of the Companies and/or the Business;

Any action which is mandatory for the Seller, the applicable Company or their directors or managers under any contract entered into prior to the date of this Agreement or any other source of obligations (including under any applicable law), provided that such action, contract or source of obligations has been fairly disclosed and the action falls within the ordinary course of business;

Any action which is necessary in order to implement or otherwise address any conditions or commitments imposed by the Antitrust Authority;

Any action which is referenced in any Transaction document or was fairly disclosed to the Buyer or any of its officers, directors, managers, representatives or advisors in writing prior to the date of this Agreement;

Any action to approve, declare or pay any dividend or any other distribution, including any interim dividend, by any of the Companies as well as any capitalization or reduction of the share capital or equity of any of the Companies for the purpose of distributing funds from the Companies to its shareholders, provided that each of the Companies has sufficient working capital to meet such Company’s payment obligations in the short term following the Closing; and

Any actions taken with the consent of the Buyer pursuant to Clause 5.1.3.

Other pre-Closing actions

Make available proof of payment of the Chilean stamp tax for the Chilean Facilities, including any interest, readjustment and/or fine;

Expressly waive its rights contained in Clause 13.1c) of each of the Chilean Facilities, and fully discharge Towers Chile Holding for all claims and/or allegations in that regard, in accordance with the applicable law of the Chilean Facilities;

To obtain a cost certificate from the Peruvian Tax Authority due to the indirect transfer of shares of Towers Peru; and

To transfer the Minority Argentinian Stake to Towers Latam, free and clear from any Encumbrances, for a reasonable price (based on the Seller’s current estimation) agreed by the Seller and Towers Latam, that shall be paid simultaneously and in the same act (unidad de acto) by Towers Latam to the Seller; and duly record such transfer in the stock registry book of Towers Argentina, provided that upon the completion of such transfer, Towers Latam will be the owner of 100% of the shares of Towers Argentina (the Buyer accepting the resulting sole shareholder situation of Towers Argentina and that the directors of Towers Argentina will not have any liability at this regard). Such price shall be paid in full, without any deduction, withholding, set-off, retention or counterclaim. The Seller and Towers Latam shall comply with all required formalities pursuant to Argentinian law to complete the valid transfer of the full ownership of the Minority Argentinian Stake from the Seller to

Towers Latam, including the following: (a) delivering to Towers Latam an original letter signed by the Seller, whose signature shall be notarized by a notary public (if such signature is not notarized within the Argentinian territory, the notarization shall be accompanied by the Apostille pursuant to The Hague Convention of 1961), notifying Towers Argentina of the transfer of the Minority Argentinian Stake in favour of Towers Latam under the terms of Section 215 of the Argentine Companies Law N° 19,550, and instructing the board of directors of Towers Argentina to record such transfer in the stock registry book of the company. Such letter shall be drafted in the form to be agreed in good faith between the Parties prior to the Closing Date; and (b) delivering to Towers Latam the original stock certificates evidencing ownership of the Minority Argentinian Stake by the Seller, as applicable, for transfer to Towers Latam.

Access to information before the Closing Date

Board and shareholders meeting of Towers Argentina

CLOSING

Date and place

Closing Actions on the Closing Date

Closing as regards the Companies

The Parties shall produce and exhibit sufficient powers of attorney required for the execution and completion of the notarisation of this Agreement and any other Transaction document or actions required under this Agreement.

The Parties shall execute a closing public deed in front of the Notary for the purposes of recording the completion of this Agreement pursuant to which (a) they formalise (elevar a público) this Agreement; and (b) the Seller transfers ownership and delivers the Shares of Towers Latam to the Buyer, who in turn acquires and receives such Shares, free and clear from Encumbrances, subject only to the payment of the Closing Price of Towers Latam, in the form to be agreed in good faith between the Parties prior to the Closing Date;

The Buyer shall pay to the Seller, as set forth in Clause 3.2.3 above, the Closing Price. The Seller shall acknowledge its full receipt and deliver the corresponding evidence of payment (carta de pago) to the Notary;

The Seller shall deliver to the Notary the Titles of Ownership of the Shares of Towers Latam, so that the Notary records the relevant selling notes on such titles and recording of the transfer of such Shares in the share register book (libro registro de socios);

In accordance with applicable laws, the Seller shall deliver to the Buyer the Titles of Ownership of the shares of the Chilean Companies and the Peruvian Company acquired by Towers Latam or a subsidiary of Towers Latam in accordance with Clause 4.1.4;

The Seller shall deliver to the Buyer documentary proof of the completion of the transfer to Towers Latam of the Minority Argentinian Stake in accordance with Clause 5.3(iv);

The Buyer and the Seller, as applicable, shall deliver to the Notary a copy of a shareholders’ resolution of the Buyer and/or the Seller, respectively, approving the Transaction as regards Spain for the purposes of article 160.(f) of the Spanish Companies Act (Ley de Sociedades de Capital) (if applicable);

The Seller shall deliver a certificate of the relevant managing bodies of Towers Latam attesting that any requirements under the bylaws and applicable law for the transfer of the Shares of Towers Latam have been fulfilled and that the respective Shares are free and clear from Encumbrances;

The Parties shall execute in front of the Notary a notarial deed of deposit of one of the Data Room USBs;

The Seller shall deliver to the Buyer (a) the written resignations of the directors of Towers Latam and the Latam Companies pursuant to which each of the directors resigns from his/her position in such Companies’ management bodies and declares that he/she has no claims against any of the relevant Companies and, where applicable, (b) the written resignation of the secretary and deputy secretary of the board of directors of Towers Latam and the Latam Companies, as applicable, from his/her office in the Companies’ boards of directors, all in accordance with applicable local laws and the resignation letter forms to be agreed in good faith between the Parties prior to the Closing Date;

The Buyer shall cause Towers Latam to pass the necessary resolutions, both at a general meeting and board level, in order to accept the resignations referred to in paragraph (x), approving management by those directors, secretary and deputy secretary of Towers Latam and the Latam Companies, undertaking not to bring any action against any of them on any grounds related to or arising out of their position as director or secretary or deputy secretary of the relevant Company up to the Closing Date (in each case except for wilful misconduct (dolo)). However, the approval of the resignation of the Towers Argentina directors will be carried out in accordance with Clause 5.5;

The Seller shall deliver to Buyer an original power of attorney drafted in the form to be agreed in good faith between the Parties prior to the Closing Date, signed by the legal representative in Argentina registered under Section 123 of the Argentine Companies Law of Towers Latam, such signature being notarized by a notary public (if such signature is not notarized within the Argentinian territory, the notarization shall be accompanied by the Apostille pursuant to The Hague Convention of 1961), authorizing the Buyer’s designated representatives to represent, act and vote on behalf of Towers Latam in any shareholders meeting of Towers Argentina to be held immediately following the Closing Date. Upon the issuance of the power of attorney, Towers Latam shall grant an indemnity in favour of such legal representative in respect of all the acts to be performed by the Buyer’s designated representatives. Without prejudice to the foregoing, the Buyer undertakes to cause the replacement of the current representatives of Towers Latam as foreign shareholder of Towers Argentina by new representatives designated by the Buyer and to cause any registration or other formalities to be completed for it effectiveness as soon as possible following Closing.

By means of the tri-partite agreement or an assignment letter in the form to be agreed in good faith between the Parties prior to the Closing Date, the Seller shall assign and transfer to the Buyer and the Buyer shall acquire, assume and accept the Chilean Facilities, together with all of the ancillary rights and obligations of the Seller in respect thereof under each of the Chilean Facilities, the Buyer being subrogated into the contractual position held by the Seller under the Chilean Facilities, and the Buyer shall pay to the Seller as consideration for such assignment an amount equal to the principal amount of the Chilean Facilities plus accrued and unpaid interests as of the Closing Date under the Chilean Facilities (to be notified by the Seller to the Buyer at least ten Business Days prior to the Closing Date), that shall be paid simultaneously and in the same act (unidad de acto) by the Buyer to the Seller. Such consideration shall be paid in full, without any deduction, withholding, set-off, retention or counterclaim. The Parties shall comply with all required formalities pursuant to Spanish and Chilean law, as applicable, to complete the valid assignment and transfer of the Chilean Facilities from the Seller to the Buyer;

The Parties shall execute any and all additional agreements and comply with any and all ancillary undertakings, commitments or obligations that any of the Parties may have towards the other in order to fulfil its obligations under this Agreement and complete the Transaction as regards Towers Latam and the Latam Companies; and

The Seller shall deliver to the Buyer or its representatives, all the corporate and accounting books and records of Towers Argentina, duly signed by the corresponding board members and shareholders, and up to date, as well as all original filings and registrations with the Public Registry of Commerce of the City of Buenos Aires (Inspección General de Justicia) and the Public

Registry of Commerce of the Province of Buenos Aires (Dirección Provincial de Personas Jurídicas) of Towers Argentina and Towers Latam.

Failure to effect the Closing

To effect the Closing so far as practicable having regard to the defaults which have occurred and without prejudice to the following paragraph; and/or

To request specific performance and set a new Closing Date, in which case the defaulting Party shall be obliged to pay to the other Party, on the new Closing Date, a penalty of 2.5% of the Base Price of Towers Latam; or

To terminate this Agreement in accordance with Clause 9 below, and with the penalty set forth in the previous paragraph.

GENERAL WARRANTIES OF THE PARTIES

It is an entity duly formed and validly existing pursuant to the applicable law to it, and has full capacity, with no restrictions whatsoever, to enter into this Agreement and assume the undertakings established herein, as well as any such undertakings as may arise hereunder, and to execute all such documents as may be necessary for such purpose.

It is not insolvent; there are no insolvency proceedings underway affecting it; it is not aware of any circumstance which could cause a declaration of insolvency and it has the capacity to engage in its current activities and to own and manage its properties and assets.

It has met all such requirements as may be imposed on it by the applicable law to it and its bylaws in relation to the execution of this Agreement and the assumption of the undertakings contained herein.

It has full rights, powers and authority to enter into this Agreement and comply with its terms, for which purposes it has duly adopted all of the necessary and appropriate resolutions to authorize the signature, execution, performance and closing of this Agreement, which constitutes a valid and legally binding obligation, enforceable pursuant to its terms and conditions.

The signing and execution of, and compliance with, this Agreement and the corresponding Closing Actions represent no breach of any agreement to which it is a party, nor do they involve the violation of any applicable law to it.

SPECIFIC WARRANTIES OF THE SELLER

Seller’s Specific Warranties

It is the legitimate owner, directly or indirectly through other companies of the Telxius Group, of the shares of the Companies (including, for the avoidance of doubt, the Minority Argentinian Stake), free and clear from Encumbrances, fully subscribed and paid in and with all the rights inherent in them by reason of statute and the bylaws, as set forth in Recital II, and that it is entitled to sell and transfer, or cause the sale and transfer by the relevant companies of the Telxius Group, of the full ownership of such shares on the terms set out in this Agreement.

There is no agreement, arrangement or obligation to create or give an Encumbrance in relation to the shares of the Companies. No person has

claimed to be entitled to an Encumbrance in relation to any of the shares of the Companies.

There are no agreements or arrangements in force which provide for the present or future issue, transfer, redemption or repayment of, or grant to any entity, person or individual the right (whether conditional or otherwise) to require the issue, transfer, redemption or repayment of any shares in the Companies or any other securities.

The acquisition of the Shares established under this Agreement shall grant the Buyer the full legal ownership of such Shares, including their corresponding political and economic rights as prescribed by the applicable law and set forth in Towers Latam’s by-laws.

The Companies are duly incorporated entities and validly existing under the laws of their respective jurisdiction of organization, are duly registered in the corresponding commercial registers and hold full legal personality pursuant to their applicable laws. They have not been declared insolvent or bankrupt, are not involved in winding-up or liquidation proceedings, compulsory administration, recovery or suspension of payments.

The Companies have not adopted any resolution for a spin-off, merger, transformation or similar corporate transaction, nor have assumed any commitment or obligation whatsoever to adopt any such resolution, nor have they carried out any act that could entail a change in their share capital.

No person is entitled to receive a finder’s fee, brokerage or commission from any of the Companies in connection with the Transaction.

None of the Companies, nor, to the Seller’s knowledge, any director or officer, employee or agent of any of the Companies, or other person acting on behalf or for the benefit of any of the Companies has:

used or provided any corporate funds;

made any contribution, gift, entertainment or other expenses relating to political activity; or

otherwise taken any action in furtherance of an offer, payment, promise to pay, or authorisation or approval of the payment or giving of money, property, gifts or anything else of value,

government official, including any officer or employee of a government or government-owned or controlled entity or of a public international organisation, or any political party or party official or candidate for political office; or

any other person acting in an official capacity,

To the Seller’s knowledge, none of the Companies has directly or knowingly indirectly engaged in any dealings or transactions with any Restricted Party (except to the extent that such dealing or transaction would not be prohibited for a person or entity required to comply with Sanctions), and, to the Seller’s knowledge, no director, officer, employee, nor any agent or representative of any Company, is a Restricted Party. Likewise, to the Seller’s knowledge, the Companies have not directly or knowingly indirectly violated any Export Control Laws.

None of the Companies is party to any actual or, to the Seller’s knowledge, threatened legal proceedings or enforcement action relating to any breach or suspected breach of any of the AML and Anti-Bribery Laws or Sanctions, or any Export Control Laws.

The Seller shall not use the proceeds transferred pursuant to this Agreement in violation of any of the AML and Anti-Bribery Laws, nor shall it directly or knowingly indirectly transfer such proceeds to or for the benefit of any Restricted Party or in violation of Sanctions.

None of the Companies is a Restricted Party and none of the Companies has otherwise violated any Sanctions or undertaken any act that could reasonably be expected to result in it becoming a Restricted Party.

The Seller is not a Restricted Party.

The Management Accounts have been prepared in accordance with IFRS as consistently applied by the Telxius Group, are materially accurate and fairly represent the state of affairs of the Companies at their relevant date, neither materially overstating the value of the assets nor understating the value of the liabilities, and present a materially correct view of their profit and loss for the periods concerned.

The consolidated pro forma financial statements for the Companies for the fiscal year ending 31 December 2020, the forecast consolidated pro forma financial statements for the Companies for the fiscal year ending 31 December 2021, which include, among others, the EBITDA figures for the fiscal year ending 31 December 2020 in which the calculation of the Base Price is based, have been prepared with reasonable care and attention and on a consistent basis with the Telxius Group’s internal accounting policies.

The revenues presented in the Management Accounts are, in all material respects:

supported by written contracts in force (or in the process of being renewed) of the relevant Companies as of the relevant date (the “Relevant Contracts”), and

consistent with the amounts, rates, and terms in effect, as applicable, under such Relevant Contracts as of the relevant date of the Management Accounts, and

have been invoiced by the relevant Companies to their respective counterparties, or accrued in accordance with such amounts, rates and terms in effect (including the proper invoicing of such clients, or accruals for amounts payable related to the reimbursement of ground rents, where applicable),

The copies of the Chilean Facilities contained in the Data Room are complete and accurate copies of the originals. The Chilean Facilities are in full force and effect, and are legal, valid, binding and enforceable on the parties thereto, and neither the Seller nor Towers Chile Holding is in default under any of the Chilean Facilities.

Obligation to compensate

The Seller agrees and undertakes to compensate (indemnizar) the Buyer for any Damages that the Buyer or the Companies incur as a result of a breach of the Specific Warranties (a “Misrepresentation”) and which is either (a) expressly accepted by the Seller or (b) in respect of which a Ruling has been rendered, which declares the existence of the relevant Misrepresentation and determines the Damages deriving therefrom, and in any event within the limits and subject to the terms set forth in this Clause 8.

Payment of the corresponding Damages shall be made in Euros within ten Business Days following the date on which such Damages are determined pursuant to the previous paragraph.

The payment by the Seller to the Buyer of any Damages as a result of a Misrepresentation shall be considered as a reduction of the Price as far as legally possible.

Absence of any other warranty, sole and exclusive remedy and liability disclaimer

The Buyer acknowledges and agrees that the Specific Warranties are the only warranties provided by the Seller regarding the Shares, the Companies and the Business and therefore, the Seller does not give, either expressly or impliedly, any warranties in relation to the Shares, the Companies or the Business, other than the Specific Warranties and shall not be liable, in any manner whatsoever, for any liabilities, obligations, contingencies, or concealed defects of any kind existing in the Shares, the Companies or the Business, save as otherwise agreed in this Agreement.

The Buyer recognizes and accepts that it has not entered into this Agreement trusting any representation, warranty, commitment or obligation to indemnify, either express or implied, of any kind, either of the Seller or of its advisors, of the Companies or of any other third party, other than the Specific Warranties.

The Buyer expressly acknowledges and accepts that the sole remedy to which it shall be entitled in the event of a Misrepresentation shall be the appropriate indemnification of the Damages, and the Buyer expressly waives any other right to which it may be entitled, including the right to terminate this Agreement.

In particular, the Buyer expressly acknowledges and accepts that the rights and remedies contemplated in this Agreement in the event of a Misrepresentation replace in their entirety the provisions addressing liability of a seller of shares with respect to obligations under purchase and sale set forth in the Spanish Civil Code and in the Spanish Commercial Code, including, in particular, the rights and remedies available to a purchaser in the event of an ejectment of title (evicción) and hidden defects (vicios ocultos).

Without limiting the generality of the foregoing, the Buyer waives any rights to challenge the validity of the limitations of liability for Specific Warranties set forth in this Agreement and any non-contractual liability (responsabilidad extracontractual) arising out of or in connection with this Agreement.

Buyer’s actual or constructive knowledge

The Seller shall not be liable for any Misrepresentation to the extent that the facts, matters or circumstances giving rise to such Misrepresentation were fairly disclosed to the Buyer.

The Buyer represents that it is not aware of any inaccuracy of the Specific Warranties or any other fact or circumstance which could entitle it to serve a Claim Notification against the Seller under this Agreement immediately upon its execution. The above shall be without prejudice to the right of the Buyer to serve a Claim Notification against the Seller under this Agreement should it become aware of any inaccuracy of the Specific Warranties or any other

fact or circumstance that so entitles the Buyer following the date of this Agreement.

Time limitation

The Seller shall not be liable for Damages for Misrepresentations unless the Claim Notification is given by the Buyer to the Seller in accordance with this Agreement within twelve months following the Closing Date, except for claims related to Specific Warranties (i) to (v) of Clause 8.1 above, in which case the Buyer may bring a claim against the Seller at any time until the expiry of the applicable statute of limitations (periodo de prescripción legal).

Therefore, the Seller will not be obliged to indemnify the Buyer for claims made by the Buyer for Misrepresentations once such terms have expired, unless a claim is already in process. Therefore, any valid claim made within the abovementioned periods, as applicable, will entail the extension of the abovementioned term of indemnification for such claim until its full settlement according to this Agreement.

De minimis and Overall Deductible

The Seller shall not be liable for any individual claim for Misrepresentations (or a series of claims arising from substantially identical facts or circumstances) where the Damages agreed or determined for any such claim or series of claims does not exceed the Individual Deductible. Where the Damages agreed or determined in respect of any such claim or series of claims exceeds the Individual Deductible, such claim or series of claims shall be considered from the first euro and not just the amount in excess of the Individual Deductible.

The Seller shall not be liable for any claim for Misrepresentations unless the aggregate amount of all such claims for which the Seller would otherwise be liable exceeds the Overall Deductible. Where the liability agreed or determined in respect of all such claims exceeds the Overall Deductible, the liability of the Seller shall be limited to the Damages in excess of the Overall Deductible.

Maximum liability

with respect to Damages for breaches of the Specific Warranties (i) to (v) of Clause 8.1 above, the Price corresponding to the Company to which the relevant breach relates to; and

€80,000,000 with respect to Damages for breaches of the other Specific Warranties of Clause 8.1 above;

Other limitations on Seller’s liability for Specific Warranties

Any act, omission or transaction of the Buyer or any of its Affiliates after the date of this Agreement (or of any of the Companies after the Closing Date) done, committed or effected other than in order to comply with applicable law or pursuant to a legally binding commitment to which the Companies are subject on or before the Closing Date;

Any matter fairly disclosed in this Agreement, including its Schedules;

Any matter specifically covered by a provision or reserve included in the accounts of the relevant Company as of 30 September 2020;

Any matter or action permitted, done or omitted to be done pursuant to and in compliance with this Agreement or otherwise at the request or with the approval of the Buyer if request for approval was made in good faith;

The passing of, or any change in, after the Closing Date, any applicable law or administrative practice of any government, governmental department, agency or regulatory body including (without prejudice to the generality of the foregoing) any increase in the Tax rates or any imposition of Tax or any withdrawal of relief from Tax not actually (or prospectively) in effect at the Closing Date;

Any change after the Closing Date of any generally accepted accounting principles, procedure or practice; or

Any change in accounting or Tax policy, bases or practice of the Companies introduced or having effect after the Closing Date (or after the date of this Agreement if such change is fairly required by the statutory auditor or required to comply with any applicable law).

Contingent claims or liabilities

Net financial benefit

Recovery from insurers and third parties

Forecasts and projections

Mitigation of Damages

Claims procedure

  Notice

Investigation by the Seller

The Buyer shall allow, and shall procure that the Companies allow, the Seller to investigate the matter or circumstance alleged to give rise to the Claim Notification and whether and to what extent any amount is payable in respect of such Claim Notification; and

The Buyer shall disclose to the Seller all material of which the Buyer is aware which relates to the Claim Notification and shall, and shall procure that the Companies, give all such reasonable information and assistance, including access to premises and personnel, provided that all information made available to the Seller under this Clause shall be treated as Confidential Information.

Negotiation between the Parties

The existence of liability for breach of the Specific Warranties, and

The amount of the Damages to be paid, where applicable, as a result of said liability.

  Third Party Claims

As soon as it becomes aware of the Third Party Claim, and in any event before a third of the time laid down for replying thereto has elapsed, the Buyer shall notify, or cause the Companies to notify, the Seller of the existence of said claim.

In addition, the Buyer shall notify, or cause the Companies to notify, the Seller within a reasonable time of the commencement of inspection activities which could give rise to an indemnification pursuant to this Clause 8, the Buyer giving the Seller the opportunity to jointly participate in the inspection procedure.

Provided that it has previously accepted in writing its liability in respect of Third Party Claims (but without prejudice to facts or circumstances not known at such time that could limit the liability of the Seller), the Seller shall have the right to carry on or handle the defence of Third Party Claims at its own expense, by providing a notice in writing to the Buyer within ten Business Days after receipt of the Notice of Third Party Claim (and in any event, not later than the end of the first half of the term available for replying to or answering the Third Party Claim). Such right of defence includes taking such action as it shall deem necessary to avoid, dispute, deny, defend, resist, appeal, compromise or contest the Third Party Claim (including making counterclaims or other claims against third parties) and to have the conduct of any related proceedings, negotiations or appeals, through all appropriate

procedures. If the Seller has not previously accepted in writing its liability, the defence shall be assumed by the Buyer, acting in good faith and making its best efforts to limit the Damages as far as possible.

As an exception to the above, in the event the Third Party Claim may have material reputational or future negative implications for the Buyer and its group, the Buyer shall be entitled, at its absolute discretion, to undertake the defence of such Third Party Claim jointly with the Seller (in the event the Seller is willing to assume the defence). To that purpose, each Party shall nominate a representative who, acting jointly, will manage all negotiations and correspondence with the claimant in good faith, trying to minimize the Damages as well as the reputation or future negative implications for the Buyer and its group. If the Parties, acting in good faith, are unable to reach a joint position, the reasonable criteria of the Seller shall prevail, unless the Buyer waives its right to Damages for such Third Party Claim, in which case the Buyer will be entitled to defend the Third Party Claim alone.

In particular, the Seller may, in good faith and in view of minimising the potential liability, participate in and manage all negotiations and correspondence with the claimant or the inspection authorities, appoint a lawyer and court procedural representative. In this connection, the Buyer undertakes: (a) to perform the necessary formalities to ensure that the Companies affected grant sufficient powers of attorney to the Seller or the persons designated by it; (b) to provide the Seller with the information and documents necessary for the defence until the claim is definitively resolved; (c) to cooperate in good faith with the Seller in all aspects relating to the defence until the claim is definitively resolved; (d) not to take any measure with respect to the claim that could be in conflict with the defence assumed by the Seller or be detrimental to same, until the claim is definitively resolved; and (e) to adopt the measures reasonably requested by the Seller in relation to the defence until the claim is definitively resolved.

The Buyer shall cooperate in good faith with the defence of the Third Party Claim and shall ensure that the Companies cooperate, allow the Seller to have access to the relevant commercial registers and documents and allow the Seller and its advisors to consult their employees and the advisors of the Companies.

The Seller shall keep the Buyer promptly informed of the progress of any such Third Party Claims for which it has assumed their defence, promptly make available to the non-defending Party all notices, communications and filings in respect of such Third Party Claim and in any event with sufficient time so as to allow the Buyer to meaningfully review and comment on all documentation prior to the filing thereof with the applicable court, arbitration panel or other body. The Seller shall consider in good faith and, when reasonable or advisable, implement such comments or other consideration. Also, the Seller shall allow one or more individuals designated by the Buyer to attend and participate in all meetings and hearings in respect of such Third Party Claim to the extent not prohibited by applicable Law.

While the Seller is handling in good faith the defence of any Third Party Claim, the Buyer shall not settle or allow the Companies to settle the same. Furthermore, the right of the Buyer to be indemnified shall not be enforceable unless there is a Ruling with respect to the Third Party Claim.

The Seller may only settle the claim or reach an agreement with the third party after a good faith consultation with the Buyer and provided that, prior to, or at the same time, it makes available to the Buyer or the Companies, as appropriate, any indemnification which may be payable under this Clause 8.

In the event that the Seller notifies the Buyer that it is not going to assume the defence of the Third Party Claim or does not respond within the abovementioned period provided, the Buyer shall assume, or shall cause the Companies to assume, the defence of the Third Party Claim in good faith, making its best efforts to limit the Damages as far as possible. In any case, the Buyer may only allow the Companies to accept any liability in relation to such claim, or reach any settlement agreement after good faith consultation with the Seller and provided that if the Seller does not agree, the Seller shall have the right to take over from that moment the defence of the Third Party Claim. Nevertheless, any voluntary regularization by the Companies and the signature of any assessments on an uncontested basis, as the case may be, shall require the prior written consent of the Seller, not to be unreasonably withheld.

In the event the Buyer or the Companies undertake the defence of the Third Party Claim, all costs incurred in defending it (if the Seller finally becomes obliged to indemnify the Buyer under the terms of this Agreement, and to the extent reasonably incurred and properly documented) shall be included within the calculation of the Damages.

  Other breaches

TERMINATION

Causes of termination

Following the Closing; or

Prior to Closing, other than as a result of the termination events specifically set forth below.

Procedure of termination

Effects of termination; survival of certain Clauses

Their respective obligations under Clauses 1, 8.14, 9, 13, 14 and 15 (as well as 11 in respect of the Clauses that remain in force), as applicable, shall remain in full force and effect in accordance with their terms;

Nothing in this Clause 9 shall relieve any Party of any liability for a breach of this Agreement prior to the termination hereof;

As soon as practicable following such termination and, in any event within the following ten Business Days, the Buyer (a) shall (and shall cause its Affiliates and its and their respective directors, officers, employees, representatives, agents and advisors to) destroy and procure the destruction of all originals and copies of any and all non-public information and documentation relating to the Transaction, the Business and the Companies provided to any of them in any format during the Due Diligence Process, including all documents, reports and other information prepared by any of them which contain or reflect all or part of such information (the “Confidential Information”), and, so far as it is practicable to do so, permanently expunge and erase and procure the permanent erasing of all electronic copies of any such Confidential Information, except to the extent that any of these obligations were contrary to any applicable law or bona fide internal compliance policies regarding retention of documents which are applicable to the Buyer or where it is required by any court of competent jurisdiction, and backed-up data created pursuant to any routine back-up or archiving procedure, and (b) shall provide to the Seller a certificate confirming the destruction and erasure of all the Confidential Information; and

the Parties shall not disclose (and shall procure that none of its Affiliates and none of its and their respective directors, officers, employees, representatives, agents and advisors discloses) any part of the Confidential Information to any third party, except as required by applicable law or a court

or administrative body of competent jurisdiction, nor use it for any purpose including, in particular, in respect of the Buyer, for causing any harm or seeking any competitive advantage with respect to the Telxius Towers Latam Division.

OTHER RIGHTS AND UNDERTAKINGS OF THE PARTIES

Foregoing civil action

Undertaking to cease using the Telxius Tradenames

The Buyer acknowledges that all right, title and interest in and to the Telxius Tradenames are owned exclusively by the Seller and that any and all rights of the Companies to use the Telxius Tradenames (including as part of their corporate name) shall terminate as of the Closing Date (without prejudice of the provisions in paragraphs (ii) and (iii) below). For the avoidance of doubt, the Buyer acknowledges that neither this Agreement nor the Transaction contemplated herein confers upon the Buyer or any of its Affiliates any rights in respect of the Telefónica tradenames and that none of the Companies has any right in respect of such tradenames.

The Buyer shall cause the Companies to approve and implement the modification of their corporate names so that they do not include any Telxius Tradename no later than one month after the corresponding Closing Date (except in the event a delay is due to facts or circumstances occurred before the Closing Date or due to reasons not attributable to the Buyer or the Companies).

The Buyer shall, and shall cause the Companies to, (i) cease all use and/or display of the Telxius Tradenames and all references to such Telxius Tradenames (in particular, but without limitation, on the Companies’ websites, on any advertising support material and correspondence) no later than two months after the Closing Date, and (ii) cease the display of the Telxius Tradenames in all locations within four months after the

corresponding Closing Date (except in the event a delay is due to reasons not attributable to the Buyer or the Companies).

The Buyer shall deliver to the Seller, no later than ten Business Days from the date specified in paragraphs (ii) and (iii) above (except in the event a delay is due to facts or circumstances occurred before the Closing Date, or due to reasons not attributable to the Buyer or the Companies), a certificate, duly signed by a duly empowered representative of the Buyer, that the Company has ceased using the Telxius Tradenames as set forth in each such paragraph.

In the event that a breach of the undertakings specified in paragraphs (ii) and (iii) above is attributable to the Buyer or the Companies, the Buyer shall be obliged to pay the Seller a penalty of €2,000 for each day of delay. For the avoidance of doubt, any delay in implementing the change of corporate name or in ceasing the use and/or display of the Telxius Tradenames for any reason occurred before the Closing Date or due to reasons not attributable to the Buyer or the Companies will not trigger any penalty.

Termination of intragroup agreements and inter-company balances and services agreements

The Seller shall cause the Companies and the relevant entities of the Telefónica Group to terminate the corresponding Closing Terminated Agreements, and to terminate and settle any outstanding inter-company balances and arrangements resulting from such Closing Terminated Agreements, including any redemption penalties.

The Parties agree that the provision of the intragroup services to the Companies from the Closing Date shall be governed by the existing services agreements, so that the Companies can continue to develop their business in the ordinary course in accordance with past practice. Should the provision of any of such services require third party licenses or consents from entities not within the Telefónica Group, the Seller will make its best efforts, and the Seller shall cause the corresponding Company to make its best efforts, to obtain the necessary licenses or consents by the Closing Date. The corresponding Company, provided that the Buyer has granted its prior written consent, such consent not to be unreasonably withheld or delayed, will bear the costs of obtaining such licenses or consents.

With respect to each of the agreements, respectively, listed in Schedule 9, the Seller will make its best efforts, and the Seller shall cause the corresponding Company to make its best efforts, to obtain a declaration of the relevant counterparty waiving any rights with respect to a change of control under the respective agreement. The corresponding Company, provided that the Buyer has granted its prior written consent, such consent not to be unreasonably withheld or delayed, will bear the costs of obtaining such waivers.

Undertaking to preserve employment in the Companies

No cover under the Telxius Group insurance policies from Closing

None of the Companies shall have or be entitled to the benefit of any Telxius Group insurance policy in respect of any event, act or omission (x) takes place on or after such Closing Date, or (y) prior to such Closing Date but not notified to the relevant insurer before the Closing Date (except as regards the coverage for property damage and loss of profit and the general liability coverage, where the notification can be done until 30 days following the Closing Date); and it shall be the sole responsibility of the Buyer to ensure that adequate insurances are put in place for such Companies with effect from (and including) the Closing Date; and

Neither the Seller nor any of its Affiliates shall be required to maintain any insurance policy for the benefit of any of the Companies.

Access to information after the Closing Date

GUARANTEE OF BUYER’S OBLIGATIONS

Unconditional Guarantee

Buyer Default

Continuing Guarantee

Legal Limitations, etc.

ASSIGNMENT

DUTY OF CONFIDENTIALITY

Extent of the duty of confidentiality

The existence or the contents of the Agreement or of the documents to which the Agreement refers (including the Due Diligence Process); and

The negotiations relating to the Agreement or to the documents to which reference is made in the Agreement.

such disclosure is required by any applicable Laws, administrative or judicial order, or by the rules or regulations of any authority to which such Party is subject, including, without limitation, any rules of stock exchanges where the

Parties or their respective ultimate parent companies are listed, or to the extent necessary to the auditors of the Parties in the performance of their duties;

the disclosure of the information is required by a court or administrative body to which one of the parties is subject, regardless of where such court or body is located and of whether the disclosure requirement has the force of law;

the disclosure of the information, on a need to know basis, to the employees, professional advisors, shareholders, auditors or financial or investment entities of one party, knowledge which shall all be subject to the appropriate confidentiality agreement or duty in terms equivalent to those under this Clause 13;

the disclosure of specific information regarding this Agreement, including the purchase price of the Shares is required to comply with any accounting or financial disclosure legal provision applicable to a party;

the other party has given its prior written consent to disclose the information;

the disclosure of the information is necessary for a party to be able to enforce the rights to which it is hereby entitled; or

the disclosed information becomes part of the public domain through no fault of the Party making such disclosure.

Time limit

MISCELLANEOUS

Entire Agreement

Further assurance

Amendments

Partial invalidity

Waiver of defences

shall not release the other Party from the obligation to fully perform the other obligations contained in the Agreement; and

shall not be deemed a waiver of the right to seek performance in the future of an obligation or to exercise or seek any rights or remedies provided for in the Agreement.

Shall only be binding if stated in writing;

May be made subject to such conditions as the party granting such dispensation, deferral or waiver sees fit;

Shall be limited to the specific case in which it occurred; and

Shall not affect the enforceability in other cases of the right affected by it, nor the enforceability of any other right existing in relation to the parties.

Expenses and Taxes

Notices between the Parties

Payment in full and by wire transfer

Counterparts

Personal data of the legal representatives of the Parties

CHOICE OF LAW AND ARBITRATION

Choice of Law

Arbitration