M&A Agent · Olshan

Also add a board resolution for TargetCo Inc. for acknowledging new shareholder and bank signatories.

Good. Don't include Janssen's discharge clause until we get confirmation from Belgian counsel.

ParkerProject Mgmt Agent

Delaware SoS filing for TargetCo Inc. due May 15. 8 business days post-closing per Article 18 Delaware corporate filing law.

ParkerProject Mgmt Agent

Janssen resignation not yet published in state registry. Blocks Delaware Chancery filing for SubCo Corp.. Recommend contacting Belgian counsel.

@Parker when is the expected publication date?

ParkerProject Mgmt Agent

No confirmed date. Created task: Confirm Janssen resignation, assigned to Belgian counsel, deadline before filing.

The appointment effective date in the TargetCo Inc. GM minutes should be the day after closing, per SPA clause 4.3(b). Check the other documents for the same issue.

CooperClosing Agent

Appointment date updated in TargetCo Inc. GM minutes. The same date appears in SubCo Corp. GM minutes and SubCo LLC shareholders' resolution. Updated all 3 documents.

CooperClosing Agent

Updated Documents

Entity	Body	Notes
TargetCo Inc.	GM	Date updated, regenerated
TargetCo Inc.	Board
SubCo Corp.	GM	Janssen pending. Regenerated.
SubCo Corp.	Board
SubCo LLC	GV	Date updated, regenerated

Deterministic· Template engine

Changes applied and cascaded across 3 documents. 1 flag outstanding: Janssen discharge excluded pending confirmation. Confirm final approval?

Saved· 5 resolution documents

Logged· Final document approval

CooperClosing Agent

All 5 resolution documents approved. 1 edit applied (appointment effective date), cascaded across 3 documents. 1 flag outstanding: Janssen discharge clause excluded pending confirmation. Ready for partner review.

Under New York law, can we skip the executed transfer documents for SubCo Corp.?

AveryAssistant Agent

Belgian share transfers do not require a executed transfer documents. This differs from Delaware law (DGCL §202) where executed transfer documents is mandatory. SubCo Corp. shares can be transferred by private deed. The executed transfer documents executed today was for the Dutch TargetCo Inc. shares.

0:07

Draft the email to Marius. Include a summary of all approved documents and flag the Janssen item as blocking for the SubCo Corp. filing. CC Belgian and German counsel on their filing items.

Voice transcription

CooperClosing Agent

Draft Email

To:Marius Ankum <marius.ankum@vriman.com>

CC:L. Peeters (Belgian counsel), H. Müller (German counsel)

Subj:TargetCo Inc. Acquisition — Post-Closing Resolutions Ready for Review

Dear Marius, The post-closing resolution documents for the TargetCo Inc. acquisition are ready for your review. All 5 documents have been reviewed and approved. Documents: - TargetCo Inc. GM minutes (approved, appointment date changed to day after closing per SPA 4.3(b)) - TargetCo Inc. Board minutes (approved) - SubCo Corp. GM minutes (approved, Janssen discharge clause excluded pending state registry confirmation) - SubCo Corp. Board minutes (approved) - SubCo LLC shareholders' resolution (approved) Outstanding item: M. Janssen's resignation has not yet been published in the state registry. The state registry still lists him as active director of SubCo Corp.. This blocks the Delaware Chancery filing. Belgian counsel is following up. Filing deadlines: - Delaware SoS (TargetCo Inc.): May 15 (8 business days post-closing) - Delaware Chancery (SubCo Corp.): May 19 (blocked by Janssen confirmation) - Delaware registry (SubCo LLC): as soon as practical The documents are available in SharePoint under the TargetCo matter folder.

targetco-bv-gm-minutes.docxtargetco-bv-board-minutes.docxsubco-nv-gm-minutes.docxsubco-nv-board-minutes.docxsubco-gmbh-beschluss.docx

Matter Plan

6/13 tasks complete(1 blocked)

Corporate minutes, registry filings, completion accounts, earn-out monitoring

Send for partner review

Resolution package sent to Marius for final review

AndrewMay 6

Delaware SoS filing (TargetCo Inc.)

File director changes within 8 business days post-closing

AndrewMay 15

Confirm Janssen resignation

state registry publication not found yet

Blocking: Delaware Chancery filing (SubCo Corp.)

AndrewBefore filing

Delaware Chancery filing (SubCo Corp.)

File director changes at Delaware Chancery, state registry publication

Belgian counselMay 19

Delaware registry filing (SubCo LLC)

Geschaeftsfuehrer change registration

German notaryASAP

Completion accounts

Draft within 90 days post-closing per SPA

TBDAug 3

Assemble closing binder

Compile all executed documents, resolutions, and filings

Lisa de GrootMay 15