The Seller is the owner of a division (the “Telxius Towers Europe 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 Spain and Germany (the “Business”).

In this regard, the Seller is (or shall be upon Closing II as detailed below) the direct owner of 100% of the share capital of the following companies that form the Telxius Towers Europe Division and develop the Business in Spain and Germany:

The Seller is the direct owner of 100% of the share capital of Telxius Torres España, 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 C, Edificio Sur 3, 2ª Planta, 28050 Madrid, registered at the Commercial Register of Madrid at volume 34,354, sheet 138, page number M-617966, and with Spanish Tax Identification Number B-87494936 (“Towers Spain”).

The Seller is the direct owner of 100% of the share capital of Inmosites, 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 39,932, sheet 20, page number M-709230, and with Spanish Tax Identification Number B-88540935 (“Inmosites Spain”).

The Seller is the direct owner of 100% of the share capital of Telxius Towers Germany GmbH, a German limited liability company incorporated under the laws of Germany, with corporate domicile at Gneisenaustr. 15, 80992 Munich, Germany, registered with the Commercial Register of the local court of Munich under HRB 224057, and with German Tax Identification Number 143/185/51139 (“Towers Germany”).

Towers Germany has recently absorbed a direct 100% subsidiary of the Seller, Telxius Towers Erste GmbH (previously named Telefónica Germany Mobilfunk Standortgesellschaft mbH), a German limited liability company incorporated under the laws of Germany, with corporate domicile at Gneisenaustr 15, 80992 Munich, Germany, registered with the Commercial Register of the local court of Munich under HRB 254170 and with German Tax Identification Number 143/317/21361 (“Towers Erste”) by way of merger under the German Merger Act. The Seller acquired 100% of the share capital of Towers Erste from Telefónica Germany GmbH & Co. OHG (“Telefónica Germany”) pursuant to a carve-out and share purchase agreement dated 8 June 2020 (between Telefónica Germany, the Seller, Towers Erste, Telefónica Germany Zweite Mobilfunk Standortgesellschaft mbH and Towers Germany) (the “German SPA”), that the Buyer declares to know and accept in its integrity. A portion of the Purchase Price I (as defined in the German SPA) related to the acquisition by the Seller of Towers Erste has been deferred (specifically, an amount of €135,213,273, referred to in the German SPA as the Deferred Purchase Price Portion I, subject to certain adjustments upwards or downwards as provided for in section 5.3.3 of the German SPA) and shall be payable by the Seller to Telefónica Germany on the fifth anniversary of the Closing Date I (as defined in the German SPA) i.e. on 1 September 2025, all on the terms and conditions set forth in the German SPA.

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 antitrust 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 Spanish Notary. A copy of the Data Room USBs will be deposited by the Parties with the Spanish Notary on the First 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 that is 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 and Towers Zweite, 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 Towers Zweite and, therefore, 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.

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 Europe Division

On the terms and subject to the conditions set forth in this Agreement (including, in particular, the satisfaction or waiver of the First Closing Conditions Precedent as regards the Companies and the satisfaction of the Second Closing Condition Precedent as regards Towers Zweite, on the terms set forth herein), the Seller hereby sells and, at the relevant Closing, shall transfer to the Buyer, and the Buyer hereby purchases and, at the relevant Closing, shall acquire from the Seller, in consideration for the Price, the Shares of the Companies and of Towers Zweite (including any future shares of Towers Zweite issued prior to Closing II, and, in particular, the new share in the nominal value of €100 which shall be issued to Telefónica Germany in connection with the Spin-off II (as defined in the German SPA)), as the means for the transfer by the Seller, and acquisition by the Buyer, of the Business.

The Shares are sold and shall be transferred at the relevant Closing, and are purchased and shall be acquired at the relevant 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 corresponding Company or of Towers Zweite, as applicable.

It is acknowledged and agreed that the obligation of the Parties to complete the Transaction at each 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

The Price for 100% of the Shares of the Companies shall be:

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

Minus the Adjusted Net Debt as of the First Reference Date, if a positive number, or, alternatively, if a negative number, plus the absolute value of such number;

Plus the Contingent Price, if any.

The Price for 100% of the Shares of Towers Zweite shall be:

An amount in cash (in Euros) equal to the Purchase Price II;

Minus the Zweite Adjustment, if a positive number, or, alternatively, if a negative number, plus the absolute value of such number, in either case if the Zweite Adjustment is applicable pursuant to Clause 3.4 below.

Base Price and Closing Price

If the Second Closing Date occurs on the same date as the Closing Date II, the Closing Price of Towers Zweite (i.e., the Preliminary Purchase Price II) shall be paid in cash (in Euros) by the Buyer directly to Telefónica Germany on such date, in satisfaction of the Preliminary Purchase Price II, on the terms and conditions of the German SPA, on behalf of, and with full indemnity of, the Seller, in which case the payment obligations of the Buyer with respect to the Closing Price of Towers Zweite pursuant to this Agreement shall be fully complied with.

If the Second Closing Date occurs on any date after the Closing Date II, (i) the Preliminary Purchase Price II shall be paid by the Seller to Telefónica Germany on the terms and conditions of the German SPA, and (ii) the Closing Price of Towers Zweite shall be paid in cash (in Euros) by the Buyer to the Seller on the Second Closing Date on the terms and conditions set forth in this Agreement.

Price Adjustment

Within three months following the First Closing, the Buyer shall (a) cause the Companies to prepare their 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 corresponding 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 corresponding 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 therefor, 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 therefor, 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

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.

Price adjustment of Towers Zweite pursuant to the German SPA; Deferred Purchase Price Portion II

That the Base Purchase Price II shall be determined as set forth in the German SPA, depending, in particular, on the total number of Confirmed Roof Top Sites II and Confirmed Tower Sites II (as defined in the German SPA); the Seller shall keep the Buyer fully informed in a timely manner of the notifications received and the actions taken in this respect and shall not exercise any right in this regard pursuant to the German SPA without the prior written consent of the Buyer, not to be unreasonably withheld or delayed.

If the Second Closing Date determined pursuant to Clause 6.1.1 is the Closing Date II, the Buyer shall take care in a diligent manner of all the procedures to prepare the Closing Accounts II and determine the Adjustment Amount II pursuant to the German SPA and the Seller shall keep the Buyer fully informed in a timely manner of the notifications received and the actions taken in this respect, and shall not exercise any right in this regard pursuant to the German SPA without the prior written consent of the Buyer, not to be unreasonably withheld or delayed.

On the contrary, if the Second Closing Date determined pursuant to Clause 6.1.1 is any date after the Closing Date II, the Seller shall cooperate in good faith with the Buyer in the preparation of the Closing Accounts II and the determination of the Adjustment Amount II pursuant to the German SPA (until the Second Closing Date, as from which moment the previous paragraph will apply), and the Seller shall keep the Buyer fully informed in a timely manner of the notifications received and the actions taken in this respect and shall not exercise any right in this regard pursuant to the German

The Buyer shall assume the payment and settlement of the Adjustment Amount II, once determined, and for this purpose, the Buyer shall make sure that Towers Zweite complies with any obligation or action and shall take care of any payment to be made by the Seller to Telefónica Germany provided for in this respect in the German SPA, for which purpose, the Buyer shall directly pay in cash (in Euros) to Telefónica Germany the corresponding amount to be paid by the Seller to Telefónica Germany as Adjustment Amount II, on the terms and conditions of the German SPA, on behalf of, and with full indemnity of, the Seller, in which case the payment obligations of the Buyer with respect to the Adjustment Amount II shall be fully complied with. On the contrary, any amounts to be received by the Seller from Telefónica Germany as Adjustment Amount II shall be paid, to the extent possible, directly by Telefónica Germany to the Buyer (for which purpose the Seller will indicate as the account to receive such payment the bank account indicated by the Buyer) or, to the extent the Seller receives any such amount from Telefónica Germany, the Seller shall immediately pass to the Buyer such amount. The general principle is that the settlement of the Adjustment Amount II pursuant to the German SPA is neutral for the Seller, as if such settlement would have occurred directly between Telefónica Germany and the Buyer.

Zweite Adjustment

For this purpose, within three months following the Second Closing, the Buyer shall (a) cause Towers Zweite to prepare the Zweite Accounts; (b) prepare a statement with the Buyer’s calculation, based on the Closing Accounts II (as finally determined with Telefónica Germany pursuant to the German SPA) and the Zweite Accounts, of the Adjusted Net Debt of Towers Zweite as of the Economic Closing Date II and as of the Second Reference Date and, therefore, of the Zweite Adjustment, all pursuant to the terms and conditions

The Seller shall have a period of forty-five calendar days following receipt of the Closing Accounts II, the Reviewed Zweite Accounts and the Buyer’s Zweite Statement to review the materials received and notify the Buyer of 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 Towers Zweite to provide access to the Seller (on reasonable and confidential basis, during normal business hours) to Towers Zweite’s accounting or other documents, records and other materials and information, and make available, to a reasonable extent, employees and auditors of Towers Zweite, and any other assistance, document or information that the Seller may reasonably request.

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

On the contrary, if the Seller objects to the Zweite Adjustment resulting from the Buyer’s Zweite 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 therefor, indicating its calculation of the Adjusted Net Debt of Towers Zweite as of the Economic Closing Date II and as of the Second Reference Date and the resulting Zweite Adjustment and providing all back-up calculations and documentation reasonably necessary to support the Seller’s calculations (the “Seller´s Objection Notice”). In this case, the procedure set forth in Clauses 3.3.1(iv) to 3.3.1(viii) shall apply mutatis mutandis for the final determination of the Zweite Adjustment.

If the Estimated Zweite Adjustment less the Zweite Adjustment is a positive number, the Buyer shall pay the difference to the Seller; and

If the Estimated Zweite Adjustment less the Zweite Adjustment is a negative number, the Seller shall pay the absolute value of the difference to the Buyer.

Contingent Price

in case a claim and/or an appeal before the economic-administrative and/or contentious-administrative jurisdiction (respectively) against the Tax Assessment (as defined Schedule 5) is filed, a formal notification from the

in case no claim and/or appeal against the Tax Assessment (as defined Schedule 5 - which gives rise to the Step Up-) is filed, the signing of the latter in agreement, or in conformity.

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

“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 9); 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 therefor, 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 3.7 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 3.7.

CONDITIONS PRECEDENT

Conditions Precedent for the First Closing

Obtaining the Antitrust Clearance.

Obtaining the FDI Clearances.

The Buyer will submit the Transaction to the Antitrust Authority 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

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

The Seller shall have the right to request and promptly obtain from the Buyer 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 an 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.

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 Condition Precedent in Clause 4.1.1(i) shall be deemed satisfied on: (a) in the case of express authorization, the date on which the Buyer is notified of the Antitrust Clearance by the Antitrust Authority, or (b) in the case of tacit or implied authorization, the date on which that authorization is tacitly or implicitly obtained in accordance with the applicable anti-trust law;

If the Antitrust Authority authorizes the Transaction subject to any Commitment, the Condition Precedent in Clause 4.1.1(i) 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.

The Buyer agrees to use its best endeavours to do, or cause to be done, all things necessary, proper or advisable to ensure that the FDI Clearances are 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 or impede or in any respect prejudice the obtaining of the FDI Clearances prior to the Long Stop Date.

The Buyer shall ensure that all such information documents, applications or pre-notifications as may be necessary to obtain the FDI Clearances shall be provided and submitted to the relevant authorities not later than twenty Business Days from the date of this Agreement, subject to the Seller and its advisors having provided, in all material respects and in a timely manner, the Buyer and its advisors with the information refer to in Clause 4.1.4(iii).

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 requested by the Buyer and as it is reasonably able to provide in order to enable the Buyer to adequately prepare any application related to the FDI Clearances and to answer any questions and enquiries made by the relevant authorities in connection with the application or any related foreign investment control review.

The undertakings of the Parties set forth in Clauses 4.1.3(iv) to 4.1.3(x) above (and in particular, the undertaking of the Buyer to propose, negotiate and accept any Commitment) shall apply mutatis mutandis to the FDI Clearances.

The Condition Precedent in Clause 4.1.1(ii) shall be deemed to be satisfied upon the notification to the Buyer of the granting of the last of the FDI Clearances, in each case, with or without conditions.

All information furnished to the Parties or the Parties’ advisors under this Clause 4.1.4 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 4.1.4.

Conditions Precedent for the Second Closing

Extended Long Stop Date

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

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 individuals quarters estimate as set forth in Schedule 6 (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.

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

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

Access to information before the relevant Closing Date

Other pre-Closing actions

CLOSING

Date and place

If the First Closing Conditions Precedent pursuant to Clause 4.1.1 have been satisfied or waived prior to the Closing Date II, the Closing Date II; and

Otherwise, if the last pending Second Closing Condition Precedent pursuant to Clause 4.2.1 is satisfied or waived not later than ten Business Days prior to the last Business Day of a month, the Second Closing Date shall be the last Business Day in Germany of such month; and if the last pending Second Closing Condition Precedent is satisfied or waived within the last ten Business Days of a month, the Second Closing Date shall be the last Business Day in Germany of the following month.

Closing Actions on the First Closing Date

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 Spanish Notary for the purposes of recording the completion of this Agreement as regards the Spanish Companies pursuant to which (i) they formalise (elevar a público) this Agreement; and (ii) the Seller transfers ownership and delivers the Shares of the Spanish Companies 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 the Companies, in the form to be agreed in good faith between the Parties prior to the First Closing Date.

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

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

The Buyer and the Seller, as applicable, shall deliver to the Spanish Notary a copy of a shareholder resolution of the Buyer and/or the Seller, respectively, approving the Transaction as regards the Spanish Companies 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 the Spanish Companies attesting that any requirements under the corresponding bylaws and applicable law for the transfer of the respective Shares in the Spanish Companies have been fulfilled and that the respective Shares are free and clear from Encumbrances.

The Parties shall execute in front of the Spanish 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 the Spanish Companies pursuant to which each of the directors resigns from his/her position in the Spanish Companies’ management bodies and declares that he/she has no claims against any of the relevant Spanish Companies, and (b) the written resignation of the secretary and deputy secretary of the board of directors of the Spanish Companies from his/her office in the Spanish Companies’ board of directors, all in accordance with the resignations letter forms to be agreed in good faith between the Parties prior to the First Closing Date.

The Buyer shall cause the Spanish Companies to pass the necessary resolutions, both at a general meeting and board level, in order to: accept the resignations referred to in paragraph (viii), approving management by those directors, secretary and deputy secretary and 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 Spanish Company up to the First Closing Date (in each case except for wilful misconduct (dolo)).

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 the Spanish Companies.

The Seller shall transfer and assign the Shares of Towers Germany to the Buyer, free and clear from Encumbrances, by means of a separate notarial share assignment agreement in the form to be agreed in good faith between the Parties prior to the First Closing Date, executed in front of the German Notary subject only to the condition precedent of the payment of the Closing Price of the Companies.

The Buyer shall pay to the Seller, as set forth in Clause 3.2.3 above, the Closing Price of the Companies. The Seller shall acknowledge its full receipt and deliver the corresponding evidence of payment to the German Notary.

The Seller shall deliver to the Buyer the written resignations of the managing directors of Towers Germany pursuant to which each of the such managing directors resigns from their position and declares that they have no claims against Towers Germany, all in accordance with the resignations letter forms to be agreed in good faith between the Parties prior to the First Closing Date.

The Buyer shall cause Towers Germany to acknowledge the resignations referred to in paragraph (iii) above and pass the necessary resolutions at a shareholder meeting in order to approve management by those directors,

The Parties shall require the German Notary to ensure that the new shareholders’ list of Towers Germany is filed by the German Notary with the competent commercial register.

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

Failure to effect the First Closing

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

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

To terminate this Agreement as regards the Spanish Companies and/or Towers Germany and, in that case and at the sole discretion of the non-defaulting Party, also as regards the Towers Zweite in accordance with Clause 9 below, and with the penalty set forth in the previous paragraph.

Closing Actions on the Second Closing Date

Same-day Second Closing and Closing II

Immediately following the execution of the Transfer Deed II (as defined in the German SPA), and thereby the satisfaction of the first closing action of Closing II (section 6.2.3(a)(i) of the German SPA), the Seller shall transfer and assign all Shares of Towers Zweite (including, but not limited to, any shares issued prior to Closing II, and, in particular, the new share in the nominal value of € 100) to be issued to Telefónica Germany in connection with the Spin-off II (as defined in the German SPA) to the Buyer, free and clear from Encumbrances, by means of a separate notarial share assignment agreement, in the form to be agreed in good faith between the Parties prior to the Second Closing Date, subject only to the condition precedent of the payment of the Closing Price for Towers Zweite by the Buyer pursuant to Clause 3.2.4(i) above, executed in front of the German Notary.

The Buyer shall pay directly to Telefónica Germany, as set forth in Clause 3.2.4(i) above, on the terms and conditions of the German SPA, the Preliminary Purchase Price II, thereby satisfying (i) on behalf of, and with full indemnity of, the Seller, the second closing action of Closing II (section 6.2.3(a)(ii) of the German SPA), as well as (ii) on its own behalf all of its obligations with respect to the Closing Price for Towers Zweite pursuant to this Agreement.

The Seller shall (i) deliver to the Buyer the written receipt of the payment of the Preliminary Purchase Price II, immediately following the delivery of such receipt by Telefónica Germany to the Seller in satisfaction of the third closing action of Closing II (section 6.2.3(a)(iii) of the German SPA), and (ii) acknowledge the payment of the Closing Price for Towers Zweite and deliver the corresponding evidence of payment (carta de pago) to the German Notary.

The Seller shall deliver to the Buyer the originals (or, if so directed by the Buyer, copies) of the resignation letters of the managing directors of Towers Zweite, effective as of the consummation of Closing II, immediately following the delivery of such originals by Telefónica Germany to the Seller in satisfaction of the fourth closing action of Closing II (section 6.2.3(a)(iv) of the German SPA).

The Buyer shall:

hold a shareholder meeting of Towers Zweite in which it shall appoint one or several individuals as new managing directors of Towers Zweite and amend the articles of association of Towers Zweite to the effect that the denomination “Telefónica” is removed from the name of Towers Zweite; and

deliver to the Seller evidence of the closing actions taken under lit. a) above.

The Parties shall require the German Notary to ensure that the new shareholders’ list of Towers Zweite is filed by the German Notary with the competent commercial register and that the appointment of the new managing directors and the amendment of the articles of association is filed with the commercial register for registration.

The Parties shall execute any and all additional agreements and comply with any and all ancillary undertakings, commitments or obligations 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 Zweite.

Second Closing on any date after Closing II

The Seller shall transfer and assign the Shares of Towers Zweite to the Buyer, free and clear from Encumbrances, by means of a separate notarial share assignment agreement in the form to be agreed in good faith between the Parties prior to the Second Closing Date, executed in front of the German Notary subject only to the condition precedent of the payment of the Closing Price of Towers Zweite;

The Buyer shall pay to the Seller, as set forth in Clause 3.2.4(ii) above, the Closing Price of Towers Zweite. The Seller shall acknowledge its full receipt and deliver the corresponding evidence of payment to the German Notary;

The Seller shall deliver to the Buyer the written resignations of the managing directors of Towers Zweite pursuant to which each of the such managing directors resigns from their position and declares that they have no claims against Towers Zweite, all in accordance with the resignations letter forms to be agreed in good faith between the Parties prior to the Second Closing Date;

The Buyer shall cause Towers Zweite to acknowledge the resignations referred to in paragraph (iii) above and pass the necessary resolutions at a shareholder meeting in order to approve management by those directors, discharge them and undertake not to bring any action against any of them on any grounds related to or arising out of their position as director up to the Second Closing Date (in each case except for wilful misconduct (dolo));

The Parties shall require the German Notary that the new shareholders’ list of Towers Zweite is filed by the German Notary with the competent commercial register; and

The Parties shall execute any and all additional agreements and comply with any and all ancillary undertakings, commitments or obligations any of the

Failure to effect the Second Closing

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

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

To terminate this Agreement as regards Towers Zweite and, in that case and at the sole discretion of the non-defaulting Party, also as regards the Spanish Companies and/or Towers Germany (if the First Closing has not taken place yet), 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, of all the Shares of the Companies and, of the Second Closing Date, Towers Zweite, 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 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 the corresponding Company’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 (except Towers Germany as regards the intragroup merger transaction described in Recital II.-) 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,

or indirectly, to any:

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 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 (and Towers Zweite, as applicable) for the fiscal year ending 31 December, 2020 and the forecast consolidated pro forma financial statements for the Companies (and Towers Zweite, as applicable) 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 (in particular, but not limited to, in relation to the Altea II and the Altea III acquisitions), have been prepared with reasonable care and

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 of the corresponding Company, 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, liability 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 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 relating to Specific Warranties (i) to (v) of Clause 8.1 above, in which

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

€300,000,000 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

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.

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.

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.

The Seller may only settle the claim or reach an agreement with the third party after 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.

breaches

TERMINATION AND PARTIAL TERMINATION

Causes of termination

Following the Closing of such Company or of Towers Zweite; or

Prior to Closing of such Company or of Towers Zweite, 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 (i) with respect to the Company or Companies or Towers Zweite not affected by the termination; and (ii) 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 or Towers Zweite affected by the termination 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 Europe 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 or Towers Zweite to use the Telxius Tradenames (including as part of their corporate name) shall terminate as of the corresponding 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 nor Towers Zweite has any right in respect of such tradenames.

The Buyer shall cause the Companies and Towers Zweite 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, the Companies or Towers Zweite).

The Buyer shall, and shall cause the Companies and Towers Zweite 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 their websites, on any advertising support material and correspondence) no later than two months after the corresponding 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 facts or circumstances occurred before the Closing Date or due to reasons not attributable to the Buyer, the Companies or Towers Zweite).

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 the delay is due to facts or circumstances occurred before the Closing Date or due to reasons not attributable to the Buyer, the Companies or Towers Zweite), a certificate, duly signed by a duly empowered representative of the Buyer, that the Companies and Towers Zweite, as applicable in each case, have 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) is attributable to the Buyer, the Companies or Towers Zweite, 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 not attributable to the Buyer, the Companies or Towers Zweite 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 relevant Companies from the corresponding 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

With respect to each of the agreements, respectively, listed in Schedule 10, 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 and in Towers Zweite

Replacement of Performance Parent Guarantees

Back-to-back agreement as regards the Seller’s position under the German SPA

The Buyer acknowledges and accepts, in particular, the procedure set forth in section 2.2 of the German SPA for the carve-out of roof top sites and tower sites in the Spin-off II (as defined in the German SPA) in 2021. The Seller shall keep the Buyer fully informed of the development of such procedure and pass to the Buyer any relevant notification received from Telefónica Germany in this regard and undertakes to obtain the Buyer’s prior written consent (not to be unreasonably withheld or delayed) with respect to any response or action or the exercise of any right by the Seller in respect thereof. If the Buyer directs the Seller to exercise the right to acquire additional roof top sites in an asset deal within the twelve-month period after Closing II pursuant to paragraph (d) of section 2.2.2 of the German SPA, the Buyer shall immediately acquire (or cause the German Companies to acquire) such sites from the Seller and shall pay any amount to be paid by the Seller to Telefónica Germany as a consequence thereof directly to Telefónica Germany on the terms and conditions of the German SPA, on behalf of, and with full indemnity of, the Seller.

The Seller shall obtain the Buyer’s written consent (not to be unreasonably withheld or delayed) before exercising the Seller’s rescission right regarding Towers Zweite pursuant to the German SPA in the event of breach of the Negative Closing Condition II set forth in section 6.2.1(c) of the German SPA.

As from the First Closing Date, the Buyer assumes in full the payment of the Deferred Purchase Price Portion I, for which purpose the Buyer shall directly pay in cash (in Euros) to Telefónica Germany the Deferred Purchase Price Portion I determined pursuant to the German SPA on the terms and conditions of the German SPA, on behalf of, and with full indemnity of, the Seller.

To secure the obligation in the previous paragraph as regards the Deferred Purchase Price Portion I and in the last paragraph of Clause 3.4 above as regards the Deferred Purchase Price Portion II, and without prejudice to the Buyer’s full personal liability (responsabilidad patrimonial universal), the Buyer shall deliver to the Seller, in each case to be returned upon the full satisfaction of the Deferred Purchase Price Portion I or II, as applicable, (i) on the First Closing Date, a first demand guarantee issued by a reputable bank with establishment in Spain in a maximum amount of the Deferred Purchase Price Portion I, and (ii) on the Second Closing Date, a first demand guarantee issued by a reputable bank with establishment in Spain in a maximum amount of the Deferred Purchase Price Portion II.

The Buyer undertakes to ensure that after the relevant Closing Date the German Companies continue to comply with the undertakings set forth in section 11.4 of the German SPA, with full indemnity of the Seller for any consequence from any breach of such undertakings.

The Buyer shall take care, as of the relevant Closing Date and with full indemnity of the Seller, of the obligations regarding the release from Dismantling Guarantees (as defined in the German SPA) pursuant to section 11.6 of the German SPA.

The Seller undertakes to promptly notify the Buyer of any claim received from Telefónica Germany and the Buyer shall have the right, acting in good faith and at its own expense, to carry on and handle the defence against any such 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 claim (including making counterclaims or other claims against third parties) in the name of and on behalf of the Seller and to have the conduct of any related proceedings, negotiations or appeals, through all appropriate procedures, and shall enjoy exclusive power with respect to the handling and control of said defence.

Likewise, the Buyer shall have the right, acting in good faith and at its own expense, to direct the Seller to exercise any right under the German SPA and make any claim against Telefónica Germany pursuant to the German SPA (including, for instance, but not limited to, as regards Defective Sites (as defined in the German SPA), as regards Stray Sites (as defined in the German SPA), for breach of covenants, for breach of representations and warranties), including the right to the conduct of any related proceedings, negotiations or appeals, through all appropriate procedures, and shall enjoy exclusive power with respect to the handling and control of said claim. The Seller shall procure that Telefónica Germany pays, to the extent possible, directly to the Buyer (for which purpose the Seller will indicate as the account to receive such payment, the bank account indicated by the Buyer) any economic benefit pursuant to the German SPA as a consequence of any claim or otherwise or, to the extent the Seller receives any such economic benefit from Telefonica Germany, the Seller shall pass to the Buyer such economic benefit.

due to the Seller’s knowledge (within the meaning of the German SPA) of facts, matters or circumstances underlying the relevant claim of the Seller which facts, matters or circumstances were not notified by the Seller or on the Seller’s behalf or fairly disclosed to the Buyer or its advisors in accordance with Clause 8.4 above (i.e. the Seller shall be liable towards the Buyer as Telefonica Germany would be liable towards the Seller if the Seller would not have had knowledge of the facts, matters or circumstances underlying the relevant claim), and/or

as a consequence of Telefónica Germany not accepting the damages and/or losses suffered or incurred (including amounts claimed and costs incurred) as damages of the Seller within the meaning of the German SPA (i.e. the Seller shall be liable towards the Buyer as Telefonica Germany would be liable towards the Seller if the Buyer’s damages and/or losses would be damages and/or losses of the Seller), and/or

as a consequence of any circumstances due to breaches of obligations (including, without limitation, obligations to cooperate or mitigate) or misrepresentations under the German SPA and/or this Agreement, attributable to the Seller.

While the Buyer is directing in good faith the handling of the defence of any claim from Telefónica Germany or the exercise of any right or claim against Telefónica Germany pursuant to the German SPA, the Seller shall not settle or reach a compromise without the prior written consent of the Buyer. The Seller shall not be entitled to take any action pursuant to the German SPA unless so directed by the Buyer.

The Buyer may direct the settlement of any claim or an agreement with Telefónica Germany as regards the German SPA, provided that, prior to, or at the same time as, entering into the settlement agreement, it makes available to the Seller, as appropriate, any amount that may become payable by the Seller pursuant to such settlement or agreement.

Upon request of the Buyer, the Seller undertakes to (a) assign any claims and/or transfer any rights it may have against Telefónica Germany pursuant to the German SPA and (b) act in good faith using its best efforts to obtain all necessary consents to such assignment, in particular (without limitation) the consent of Telefónica Germany required pursuant to the German SPA.

No cover under the Telxius Group insurance policies from Closing

none of the Companies affected by a Closing or Towers Zweite, as applicable, shall have or be entitled to the benefit of any Telxius Group insurance policy in respect of any event, act or omission that (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 or Towers Zweite, as applicable, with effect from (and including) the corresponding 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 such Companies or Towers Zweite, as applicable.

Access to information after the relevant Closing Date

US Form 8832

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