Share Purchase Agreement, dated as of November 2, 2023, by and between Primo Water Corporation and Osmosis Buyer Limited

Whereas:

In this Agreement, unless the context otherwise requires, the provisions in this Clause 1 apply:

“Adjustment Litigation” means any litigation whose details are in document 7.9.3 or column (Q) of document 7.9.4 of the Data Room;

“Adjustment Litigation Amount” means, in relation to any Adjustment Litigation, the estimated settlement cost ascribed to such Adjustment Litigation in document 7.9.3 or column (Q) of document 7.9.4 of the Data Room;

“Agreed Announcement” means the announcement in the Agreed Terms;

“Agreed Leakage Amount” has the meaning given to it in Clause 10.2.3(a);

“Agreed Purchase Price Adjustment” means an amount equal to eighteen million three hundred thousand United States Dollars (USD 18,300,000);

“Agreed Terms” means, in relation to a document, such document in the terms agreed between the Seller and the Purchaser and initialled or confirmed by email for identification by the Seller (or its representative) and the Purchaser (or its representative) as at the date of this Agreement with such alterations as may be agreed in writing between the Seller and the Purchaser from time to time;

“Alternative Debt Commitment Letter” means any new or replacement debt financing commitment letter that provides for alternative debt financing arrangements to the Debt Financing in connection with the Transaction, including all related exhibits, schedules, annexes, supplements and term sheets thereto, and including any related fee letter, as each of the foregoing may be amended, supplemented, replaced, substituted, terminated or otherwise modified or waived from time to time thereafter;

“Anti-Corruption Laws” means, in each case to the extent they have been applicable to the Company at any time prior to the date of this Agreement:

“Associated Person” means in relation to a company, a person (including an employee, agent or subsidiary) who performs or has performed services for or on that company’s behalf;

“Base Consideration” has the meaning given to it in Clause 3.1;

“BDT Group” means BDT Capital Partners, LLC and its affiliates and successors and those funds or investors advised, managed or sub-advised by any of the foregoing, including any nominee trustee, holding company or aggregator vehicle, whether directly or indirectly, holding any shares for any such person or which is otherwise a subsidiary undertaking of such person, but in each case excluding any portfolio company held directly or indirectly by any such persons;

“Bonuses” means:

“Business” means the business of manufacturing, selling and/or distributing:

“Business Day” means a day which is not a Saturday, a Sunday or a public holiday in London, Luxembourg, Ontario or New York;

“Business IPR” means all Intellectual Property Rights which are owned by or licensed to any Group Company and have in the last two (2) years been used by any Group Company in connection with the business of any Group Company;

“Business IT” means all Information Technology which is owned or used primarily by any Group Company;

“Business Warranties” means the warranties set out in Schedule 4 but excluding the Fundamental Warranties and the Tax Warranties and “Business Warranty” means any one of them;

“Café Espresso” means Café Espresso – Italia Ltd., a company incorporated in Israel with company number 51-189044-4, whose registered office is at Odem 4 St. Petah Tikwa, Israel;

“CIT Business” means the Information Technology support function currently operated by Mey Eden Limited in Israel;

“Claim” means a claim against the Seller for breach of or under this Agreement (including, for the avoidance of doubt, any Specified Tax Claim, any Specific Indemnity Claim, any Tax Covenant Claim and any Reorganisation Indemnity Claim), but excluding any claim for breach of or under Clause 10;

“Closing” means completion of the sale and purchase of the Shares under this Agreement;

“Closing Date” means the date on which Closing takes place;

“Closing Payment Schedule” has the meaning given to it in Clause 6.1;

“Company” means Carbon Luxembourg S.à.r.l, further details of which are set out in paragraph 1 of Schedule 1;

“Competent Authority” means any national, state or local governmental authority, any governmental, quasi-governmental, judicial, legislative, regulatory, public or administrative agency, authority or body, any court of competent jurisdiction, any investment exchange, any body regulating takeovers and mergers, and any local, national, international, federal, European Union or other supranational agency, inspectorate, minister, ministry, official or public or statutory person (whether autonomous or not) acting within their powers and having jurisdiction over this Agreement or over any of the parties, the Company, Employees, Directors or Consultants or over any of the pension plans operated by the Group;

“Competition Law” means any law, regulation or administrative process relating to fair competition, anti-trust, fair trading, consumer protection, monopolies, mergers or other similar matters;

“Conditions” has the meaning given to it in Clause 4.1;

“Conditions Exhibit” means the “Conditions Exhibit” to the Debt Commitment Letter;

“Confidential Information” has the meaning given to it in Clause 17.2.1;

“Confidentiality Agreement” means the confidentiality agreement dated 3 June 2022 between the Seller and Culligan International Company, as amended on 20 June 2023 by the parties thereto;

“Consideration” has the meaning given to it in Clause 3.1;

“Consultancy Agreement” means an agreement other than a contract of employment with a Group Company, pursuant to which an individual provides services;

“Consultant” means an individual providing services to a Group Company pursuant to a Consultancy Agreement on an annual fee in excess of €150,000 or local equivalent;

“Corresponding Benefit” has the meaning given to it in Clause 13.11;

“Cott Luxembourg” means Cott Beverages Luxembourg S.à r.l., a company incorporated in Luxembourg with company number B263154, whose registered office is at 9, rue de Bitbourg, L-1273 Luxembourg, Grand Duchy of Luxembourg;

“DAC6” means Council Directive 2011/16/EU (as amended by Council Directive 2018/822/EU) or any implementing legislation or regulation relating thereto;

“Daily Payment Amount” means an amount equal to five point five per cent (5.5%) per annum based on a 365 day year (accruing daily and compounding annually) on the Base Consideration for the period from (and excluding) the Locked Box Date to (and including) the Closing Date;

“Data Protection Laws” means, to the extent applicable to this Agreement, all data protection and privacy legislation including, without limitation, (i) the United Kingdom General Data Protection Regulation (“UK GDPR”), the Data Protection Act 2018, the Privacy and Electronic Communications (EC Directive) Regulations 2003, and the Security of Network & Information Systems Regulations 2018, all as amended and/or replaced, and in force from time to time, (ii) the General Data Protection Regulation 2016 (EU) 2016/679 (“GDPR”) and any EU member state law supplementing the GDPR, (iii) all other applicable laws and regulations relating to data protection and privacy, and (iv) all related statutory codes of practice and guidance issued by any Competent Authority in each case, to the extent in force, and as updated, amended or replaced from time to time up to the date of this Agreement;

“Data Room” means the electronic data room containing documents and information relating to the Group made available by the Seller online in the Project Pure data site at https://americas.datasite.com, the contents of which are listed in Schedule 2 to the Disclosure Letter;

“Debt Commitment Letter” means the debt commitment letter dated as of the date hereof among the Purchaser, Morgan Stanley Senior Funding, INC., JPMorgan Chase Bank, N.A., Bank of America, N.A. and Goldman Sachs Lending Partners LLC, including all exhibits, schedules and annexes, supplements and term sheets thereto, and including any related fee letter, as each of the foregoing may be amended, supplemented, replaced, substituted, terminated or otherwise modified or waived from time to time after the date of this Agreement;

“Debt Financing” means the Purchaser’s debt financing arrangements in connection with the Transaction;

“Debt Financing Commitment” has the meaning given to it in Schedule 5;

“Debt Financing Sources” means each entity that has committed to provide or otherwise entered into agreements in connection with the Debt Financing, including the parties to the Debt Commitment Letter (including any Alternative Debt Commitment Letter) and any joinder agreements, credit agreements or indentures (or similar definitive financing documents) relating thereto;

“Debt Financing Sources Related Parties” means the Debt Financing Sources, the respective affiliates of each of the foregoing and the respective officers, directors, employees, controlling persons, agents, advisors and the other Representatives and successors and assignees of each of the foregoing;

“DEFAUS” means Distribution, Exploitation de Fontaine d’Eau de Source SAS, a company incorporated in France with company number 400 665 428, whose registered office is at 10, Rue du Moulin de l’Isle, ZI du Moulin de l’Isle, Lieudit Caillouel, 60370, Hermes, France;

“Deferred Closing Date” has the meaning given to it in Clause 7.3.3;

“Disclosed” means fairly disclosed by the Disclosure Letter and/or the Supplementary Disclosure Letter (as applicable) with sufficient particularity to enable a reasonable purchaser to identify and understand the nature and scope of the matter disclosed and “Disclosure” shall be construed accordingly;

“Disclosure Letter” means the letter dated on the same date as this Agreement from the Seller to the Purchaser disclosing:

“Eden Israel” means Mey Eden and Café Espresso;

“Eden Spain” means Primo European Central Services SL, a company incorporated in Spain with company number B02888253, whose registered office is at Av. Diagonal 371, 08008, Barcelona, Spain;

“Eden Springs Deutschland” means Eden Springs (Deutschland) GmbH, a company incorporated under the Laws of Germany, registered in the Commercial Register of the Local Court of Krefeld under HRB 12727, with seat in Willich, whose registered office is at önigsallee 70, 40212 Düsseldorf, Germany;

“Eden Springs Poland” means Eden Springs Sp. z o.o. a company incorporated in Poland with company number 0000108260, whose registered office is at ul. PERLA, nr 10, lok., miejsc. DABROWA GÓRNICZA, kod 41-300, poczta DABROWA GÓRNICZA, kraj, Poland;

“Eden Springs Portugal” means Eden Springs Portugal SA, a company incorporated in Portugal with company number 501629190, whose registered office is at Rua José Pereria, Lote AE 04, Lisbon, Odivelas, Pontinha and Famões, 1685-635 Famões;

“Eden Springs UK” means Eden Springs UK Limited, a company incorporated in England and Wales with company number 04063744, whose registered office is at The Pinnacle, 170 Midsummer Boulevard, Milton Keynes, England, MK9 1FE;

“Employees” means the employees of the Group Companies and “Employee” means any one of them;

“Encumbrance” means any claim, charge, mortgage, lien, option, equitable right, power of sale, pledge, hypothecation, retention of title, right of pre-emption, right of first refusal or other third party right or security interest of any kind or an agreement, arrangement or obligation to create any of the foregoing (other than a licence of Intellectual Property Rights);

“Environment” means all or any of the following media (alone or in combination): air (including the air within buildings and the air within other natural or man-made structures whether above or below ground); water (including water under or within land or in drains or sewers and spring water); soil and land and any ecological systems;

“Environmental Law” means all statutes, common law, bye-laws, regulations and subordinate legislation, judgments, decisions, notices, orders, circulars and codes of practice issued thereunder (including, without limitation, the laws of the European Union) to the extent that the same are in force concerning (i) the pollution or protection of, or compensation of damage or harm to, the Environment; (ii) occupational or public health and safety; (iii) emissions, discharges or releases into, or the presence in, the Environment of Hazardous Substances; and (iv) the use, treatment, storage, disposal, transportation or handling of Hazardous Substances;

“Environmental Permit” means any licence, approval, authorisation, permission, notification, waiver, order or exemption which is issued, granted or required under Environmental Law for the operation of the business of the Group on or before Closing;

“Event” has the meaning given to it in the definition of Material Adverse Change, other than for the purposes of Schedule 6, to which the definition contained therein shall apply;

“Excluded Entities” means Eden Springs Portugal, Eden Springs UK, Eden Israel and Cott Luxembourg, and “Excluded Entity” shall mean any one of them;

“Excluded Events” means:

“Existing Credit Facility” means the credit facilities pursuant to the credit agreement dated as of 6 March 2020 among Primo Water Corporation, COTT Holdings Inc., Eden Springs Nederland B.V., the lenders party thereto and Bank of America, N.A., as administrative agent and collateral agent, as it may be amended, modified or replaced from time to time;

“Export Control and Sanctions Laws” means any applicable trade or economic sanctions, export control, embargo or similar laws, regulations, rules, measures, restrictions, restricted or designated party lists, licences, orders, or requirements, in force from time to time, including but not limited to those of the European Union, the United Kingdom, the United States and the United Nations;

“French Litigation” means the litigation details of which are set out in document 7.9.5.1.1 of the Data Room;

“Fundamental Warranties” means the Seller’s Warranties set out in paragraphs 1.1.1 to 1.1.8 (inclusive), 15, 16.1 to 16.3 (inclusive) and 16.7 to 16.9 (inclusive) of Schedule 4;

“Group” means the Group Companies, taken as a whole;

“Group Companies” means the Company and the Subsidiaries, and “Group Company” means any one of them;

“Group Insurance Policies” means all insurance policies held exclusively by and for the benefit of the Group Companies and “Group Insurance Policy” means any one of them;

“Group Retirement Benefit Arrangements” has the meaning given to it in paragraph 7.8.1 of Schedule 4;

“Hazardous Substances” means any natural or artificial substance of any nature whatsoever (whether in any form of a solid, liquid, gas or vapour alone or in combination with any other substance) which is capable of causing harm or damage to the Environment or to public health or welfare or capable of causing a nuisance, including but not limited to controlled, special, hazardous, toxic or dangerous wastes or pollutants;

“Information Technology” means computer systems, communication systems, software and hardware;

“Intellectual Property Rights” means trade marks, service marks, rights in trade names, business names, logos or get-up, patents, supplementary protection certificates, rights in inventions, rights in designs, copyrights, semiconductor topography rights, database rights, rights in domain names and URLs and all other similar rights in any part of the world (including in Know-how), whether registered or unregistered and including any registrations and applications and rights to apply for such registrations;

“Know-how” means industrial and commercial information and techniques, in each case in any form not in the public domain, and including drawings, formulae, test results, reports, project reports and testing procedures, instruction and training manuals, tables of operating conditions, market forecasts, lists and particulars of customers and suppliers;

“La Licorne” means La Licorne Holding SAS, a simplified joint-stock company incorporated in France whose head office is located at 1 360 route d'étoile, 26800 Montoison (France), with registered number 808841290;

“Leakage” means:

but, in each case, not including any Permitted Leakage;

“Leakage Daily Payment Amount” means, in relation to any item of Leakage, the amount equal to five point five per cent (5.5%) per annum based on a 365 day year (accruing daily and compounding annually) on the amount that would be payable by the Seller pursuant to Clauses 10.3 and 10.4 in respect of such Leakage for the period from (and including) the day on which the relevant item of Leakage was suffered or incurred by the relevant Group Company to (and including):

“Licences” has the meaning given to it in paragraph 8.1.1 of Schedule 4;

“Licensed Business IPR” means the Business IPR other than the Owned Business IPR;

“Locked Box Accounts” means the accounts provided in folder 10.1.1 of the Clean Room Folder in the Data Room for the accounting reference period ended on the Locked Box Date;

“Locked Box Date” means 30 June 2023;

“Long Stop Date” means 30 September 2024;

“Losses” means all losses, liabilities, costs (including Tax and any reasonably incurred and documented legal costs and experts’ and consultants’ fees), charges, expenses, actions, proceedings, claims and demands;

“LTIP” means any plan pursuant to which employees or service providers are compensated through the issuance of equity, or the right to acquire equity, in any member of the Seller’s Group, inclusive of employee stock options, restricted stock units, performance stock units, "phantom" equity and similar plans;

“Management Accounts” means the consolidated unaudited financial information relating to the Group provided in folder 10.1.2 of the Clean Room Folder in the Data Room for the period beginning 1 January 2022 and ending 30 September 2023;

“Material Adverse Change” means any event, circumstance, occurrence or state of affairs (each, an “Event”) (occurring on or after the date of this Agreement) which is not an Excluded Event and which, in combination or alone has or is reasonably like to have a material adverse effect on the business, operations, assets, liabilities (including contingent liabilities), properties, business or financial condition or results of the Group, taken as a whole;

“Material Contracts” means each of the contracts set out in Schedule 8;

“Merger Control Clearance” has the meaning given to it in Clause 4.1.2;

“Merger Control Condition” has the meaning given to it in Clause 4.1.2;

“Mey Eden” means Mey Eden Ltd, a company incorporated in Israel with company number 51-131047-6, whose registered office is at Odem 4 St. Petah Tikwa, Israel;

“Notice” has the meaning given to it in Clause 19.12.1;

“Owned Business IPR” means Business IPR which is owned by any Group Company and, if registered or the subject of an application for registration, listed in Schedule 7;

“Permitted Encumbrances” means (a) as at the date of this Agreement, (i) the security pledge granted over shares in the Company and Eden Springs (Nederland) B.V. in connection with the Existing Credit Facility; (ii) the existing security pledge granted over the assets of Eureau Sources Holdings SAS; and (iii) the existing security pledge granted over the shares of Sip-Well; and (b) as at the date of this Agreement and as at Closing, (i) the existing security pledge granted over the assets of Eureau Sources Holdings SAS; and (ii) the existing security pledge granted over the shares of Sip-Well;

“Permitted Interest” means (a) as at the date of this Agreement, (i) Eureau Source SAS’s 14% interest in the issued share capital of La Licorne Holding (ii) the Company being a pledge holder of 1% of the participatory interest in Neela Springs LLC, owned by Mr Naveen Singh (a pledgor) pursuant to the Russia SPA and (iii) Eden Springs (Nederland) B.V being a pledge holder of 99% of the participatory interest in Neela Springs LLC, owned by Mr Naveen Singh (a pledgor) pursuant to the terms of the Russia SPA; and (b) as at Closing, (i) the Company being a pledge holder of 1% of the participatory interest in Neela Springs LLC, owned by Mr Naveen Singh (a pledgor) pursuant to the Russia SPA and (ii) Eden Springs (Nederland) B.V being a pledge holder of 99% of the participatory interest in Neela Springs LLC, owned by Mr Naveen Singh (a pledgor) pursuant to the terms of the Russia SPA;

“Permitted Leakage” has the meaning given to it in Schedule 3;

“Personal Data” has the meaning given to it under the UK GDPR and GDPR;

“Polish Authority” means the Polish Office of Competition and Consumer Protection;

“Properties” means the properties set out in Schedule 9 and “Property” means any one of them;

“Protected Territories” means Belgium, Denmark, Estonia, Finland, France, Germany, Hungary, Latvia, Lithuania, Netherlands, Norway, Poland, Spain, Sweden, Switzerland;

“Purchaser’s Designated Account” means such bank account as the Purchaser notifies to the Seller in writing not less than five (5) Business Days prior to any relevant payment;

“Purchaser’s Group” means the Purchaser and its subsidiary undertakings (including from Closing, each Group Company) from time to time;

“Purchaser Knowledge Bearers” has the meaning given in Schedule 12;

“Purchaser Notified Leakage Amount” has the meaning given to it in Clause 10.2.2;

“Purchaser Obligation” means any representation, covenant, warranty or undertaking to indemnify given by the Purchaser to the Seller under this Agreement, for the avoidance of doubt excluding the obligation to pay the Consideration or any part thereof;

“Release Letter” has the meaning given to it in Schedule 2;

“Relevant Accounting Period” means the period ending 31 August 2024 in respect of DEFAUS, and the period ending 31 December 2024 for all other Group Companies;

“Relevant Part” means, in respect of a Shared Contract, the rights and obligations under the Shared Contract to the extent that those rights and obligations exclusively or primarily relate to the business conducted by the Group Companies and/or the CIT Business including, in respect of any third party contract under which an IT system is licensed, leased, supplied, maintained or supported, any end user licences required to carry on the business of the Group Companies and/or the CIT Business after Closing as it is carried on at the date of this Agreement;

“Relevant Person” has the meaning given to it in Clause 16.5;

“Relevant Business IPR” has the meaning given to it in Clause 5.1.2(z);

“Relief” means and includes any relief, loss, allowance, credit, set-off, deduction or exemption for any Tax purposes, any right to or actual repayment of Tax (including any repayment supplement, fee or interest in respect of Tax) or any payment in respect of Tax by a Tax Authority, and any reference to the use or set off of a Relief shall be construed accordingly and shall include the use of set-off in part;

“Remainder Relevant Part” has the meaning given to it in Clause 19.1.5.

“Reorganisation” means (A) the transfer of: (a) all of the shares in each Excluded Entity to the relevant member of the Seller’s Group in accordance with the Reorganisation Plan; (b) the CIT Business to a newly formed entity wholly owned, directly or indirectly, by the Company, for the purposes of acquiring the CIT Business in accordance with paragraph 1.12 of Schedule 11 and the Reorganisation Plan; (c) the Eden Springs Trade Marks by Group Companies to a member (or members) of the Seller’s Group in accordance with the Reorganisation Plan; and (d) any and all of the shares or interests held by any Group Company in La Licorne to the relevant member of the Seller’s Group or to a third party purchaser; and (B) the settlement of outstanding payables or receivables between, on the one hand, any Group Company and, on the other hand, any member of the Seller’s Group (and any steps ancillary thereto) in accordance with the Reorganisation Plan;

“Reorganisation Certificate” has the meaning given to it in Clause 4.1.1;

“Reorganisation Condition” has the meaning given to it in Clause 4.1.1;

“Reorganisation Indemnity Claim” means a claim pursuant to or under the indemnity set out in Part C of Schedule 12;

“Reorganisation Indemnity Tax Claim” means a Reorganisation Indemnity Claim to the extent made in respect of Tax;

“Reorganisation Plan” means, the steps plan set out in the paper prepared by PwC US Tax LLP entitled Primo Water Corporation, Project Pure 2.0 and dated November 2023, to be updated in accordance with the comments provided by FBD on 2 November 2023, in the Agreed Terms;

“Representatives” means, with respect to any person, the directors, officers, employees, managers, members, partners, equity holders, agents, consultants, advisors (including legal counsel, accountants and financial and insurance advisors) and representatives of such person;

“Respective Group” means, in the case of the Seller, the Seller’s Group and, in the case of the Purchaser, the Purchaser’s Group;

“Russia SPA” means the share purchase agreement entered into on 12 July 2022, between Carbon Luxembourg S.à.r.l. and Eden Springs (Nederland) B.V. and Mr. Naveen Singh with respect to 100% participatory interest in Limited Liability Company “Eden Springs” (currently Limited Liability Company ‘Neela Springs’);

“Sanctioned Person” means: (i) a person or entity listed on any applicable sanctions list as from time to time amended, including but not limited to the United Nations Consolidated Sanctions List, the United States’ Office of Foreign Assets Control List of Specially Designated Nationals and Blocked Persons, the United Kingdom’s Consolidated List of Financial Sanctions Targets and UK Sanctions List, the European Union’s Consolidated List of Persons, Groups and Entities Subject to Financial Sanctions; (ii) any person or entity residing, located or incorporated in Iran, Syria, Cuba, North Korea, Crimea, the so-called Donetsk People’s Republic, and the so-called Luhansk People’s Republic; or (iii) any party owned or controlled (as such terms are defined in the applicable Export Control and Sanctions Laws) by any of the foregoing;

“Scheduled Closing Date” means 29 December 2023, or such other date as may be agreed in writing by the Purchaser and the Seller;

“Seller Notified Leakage Amount” has the meaning given to it in Clause 10.2.1;

“Seller’s Designated Account” means the USD denominated bank account with Bank of America, sort code BOFACATTXXX, account number 48203102 and account name PRIMO WATER CORPORATION;

“Seller Marks” means the Eden Springs Trade Marks and the Primo Trade Marks;

“Seller Guarantee Arrangements” means any securities, guarantees or indemnities which are given by or binding upon the Seller or any member of the Seller’s Group in respect of any liability of the Group Companies and of which the Purchaser is notified (whether by notice from the Seller or otherwise) on or prior to the later of Closing and 1 May 2024;

“Seller Obligation” means any representation, covenant, warranty or undertaking to indemnify given by the Seller to the Purchaser under this Agreement;

“Seller’s Group” means the Seller and its subsidiary undertakings from time to time, excluding the Group Companies but including the Excluded Entities;

“Seller’s Insurance Policies” means all insurance policies (whether under policies maintained with third party insurers or any member of the Seller’s Group), other than Group Insurance Policies, maintained by the Seller’s Group under which, immediately prior to the Closing Date, any Group Company is entitled to any benefit, and “Seller’s Insurance Policy” means any one of them;

“Seller’s Lawyers” means White & Case LLP of 5 Old Broad Street, London EC2N 1DW;

“Seller’s Transaction Costs” means any professional fees, expenses and any other out-of-pocket costs paid or agreed to be paid or incurred or owing by any Group Company in connection with the implementation of the Transaction since the Locked Box Date;

“Seller’s Warranties” means the warranties given by the Seller pursuant to Clause 11.1 and “Seller’s Warranty” means any one of them;

“Senior Employee” means any employee of the Group who, as at the date of this Agreement, has a base salary of €100,000 or more per annum;

“Shared Contract” means any licence, service or supply contract with an unaffiliated third party that relates to both the business of the Seller’s Group and the business conducted by the Group Companies and/or the CIT Business and to which (i) a member of the Seller’s Group; and/or (ii) a Group Company is a party, excluding any third party supply contract between the Seller’s Group and a third party for the provision of any service or licence that will be made available to a Group Company pursuant to the Transitional Services Agreement;

“Shares” means the entire issued and outstanding share capital of the Company, being 12,504 shares, having a nominal value of €1.00 each;

“Sip-Well” means Sip-Well NV a company incorporated in Belgium with company number 450274592, whose registered office is at Technologielaan 3, Londerzeel, 1840, Belgium ;

“Specific Indemnities” means the indemnities given in accordance with Part B of Schedule 12;

“Specific Indemnity Claim” means a claim pursuant to or under the indemnities set out in Part B of Schedule 12;

“Specified Tax Claim” means a claim pursuant to or under the indemnities set out in Part A of Schedule 12;

“Specified Tax Indemnities” means the indemnities given in accordance with Part A of Schedule 12;

“State Schemes” has the meaning given to it in paragraph 7.8.1 of Schedule 4;

“Subsidiaries” means the subsidiaries listed in paragraph 2 of Schedule 1 and “Subsidiary” means any one of them;

“Supplementary Disclosure Letter” means the letter dated on the Closing Date from the Seller to the Purchaser disclosing information constituting exceptions to the Tax Warranties;

“Surviving Clauses” means Clauses 1, 15, 17, 19.3 to 19.9 (inclusive) and 19.11 to 19.18 (inclusive) and “Surviving Clause” means any one of them;

“Tax” or “Taxation” means all forms of taxation whether direct or indirect and whether levied by reference to income, profits, gains, net wealth, asset values, turnover, added value or other reference and statutory, governmental, state, provincial, local governmental or municipal impositions, duties, contributions, rates and levies in the nature of tax (including without limitation national insurance and social security contributions and any other payroll taxes), whenever and wherever imposed (whether imposed by way of a withholding or deduction for or on account of tax or otherwise), the clawback or other recovery of any credit or other amount previously paid by a Tax Authority, and any payment which the relevant person may be or become bound to make to any person as a result of the discharge by that person of any tax which the relevant person has failed to discharge, together with all penalties, charges, costs and interest relating thereto or to any late or incorrect return in respect of any of them payable to a Tax Authority, and regardless of whether such taxes, duties, contributions, rates, levies, withholdings, deductions, penalties, charges, costs and interest are chargeable directly or primarily against or attributable directly or primarily to the relevant person or any person and of whether any amount in respect of them is recoverable from any other person;

“Tax Authority” means any taxing or other authority competent to impose any liability in respect of Taxation or responsible for the administration and/or collection of Taxation or enforcement of any law in relation to Taxation;

“Tax Authority Claim” means any claim, counterclaim, notice, demand, assessment, determination, return, account, letter or other document issued or prepared or action taken by or on behalf of any Tax Authority (whether issued or taken before or after the date of this Agreement and whether satisfied or not at the date of this Agreement) from which it appears that a liability for Tax is to, or may, fall on any Group Company in respect of which the Purchaser may be able to bring a Reorganisation Indemnity Tax Claim or a Specified Tax Claim;

“Tax Claim” means a Tax Covenant Claim or a Tax Warranty Claim;

“Tax Covenant” means the tax covenant set out in Schedule 6;

“Tax Covenant Claim” means a claim by the Purchaser against the Seller pursuant to paragraph 2 of the Tax Covenant;

“Tax Warranties” means the warranties set out in paragraph 13 of Schedule 4;

“Tax Warranty Claim” means any Claim for breach of the Tax Warranties pursuant to Clause 11.1;

“Tessieres Facility” means the production plant listed as “Tessieres” in Schedule 9;

“Transaction” means the proposed sale and purchase of the Shares as contemplated by this Agreement;

“Transaction Documents” means this Agreement, the Disclosure Letter, the Supplementary Disclosure Letter, the Transitional Services Agreement, the Transitional Trademark Licence Agreement and all documents entered into pursuant to this Agreement and “Transaction Document” means any one of them;

“Transitional Services Agreement” means the transitional services agreement to be agreed in accordance with Schedule 11 under which: (a) a member of the Seller’s Group will provide certain support services to the Group Company that will operate the CIT Business post-Closing; and (b) Eden Spain and the Group Company that will operate the CIT Business post-Closing will provide certain services to the Seller’s Group;

“Transitional Trademark Licence Agreement” means the agreement in the Agreed Terms pursuant to which a member of the Seller’s Group will license certain of the Seller Marks to a member of the Purchaser’s Group;

“US GAAP” means generally accepted accounting principles in effect in the United States of America, as adopted by the U.S. Securities and Exchange Commission in issue as at the relevant time;

“VAT” means within the European Union such Taxation as may be levied in accordance with (but subject to derogations from) the Directive 2006/112/EEC and outside the European Union any similar Taxation levied by reference to added value or sales;

“W&I Insurer” means Swiss Re International SE – UK Branch, Aspen Managing Agency Limited (for Lloyd’s syndicate 4711 under Binding Authority Agreement with the Unique Market Reference no. B087523E07W5005), SCOR UK Company Limited, CNA Insurance Company Limited and International General Insurance Company (UK) Ltd; and

“W&I Policy” means the buy-side warranty and indemnity insurance policy underwritten by Euclid Transactional UK Limited in relation to the Seller’s Warranties and the Tax Covenant.

References to one gender include all genders and references to the singular include the plural and vice versa.

References to:

The words “holding company”, “parent undertaking”, “subsidiary” and “subsidiary undertaking” shall have the same meaning in this Agreement as their respective definitions in the UK Companies Act 2006.

References to this Agreement shall include any Recitals, Schedules, Appendices and Annexes (including Annex A) to it. The Schedules, Appendices and Annexes comprise schedules, appendices and annexes to this Agreement and form part of this Agreement. References to Clauses, Schedules, Appendices and Annexes are to Clauses of, and Schedules, Appendices and Annexes to, this Agreement. References to paragraphs and Parts are to paragraphs and Parts of the Schedules, the Appendices or the Annexes (as applicable).

Headings shall be ignored in interpreting this Agreement.

References to any document (including this Agreement), or to a provision in a document, shall be construed as a reference to such document or provision as amended, supplemented, modified, restated or novated from time to time.

References to books, records or other information mean books, records or other information in any form including paper, electronically stored data, magnetic media, film and microfilm.

References to any English legal term shall, in respect of any jurisdiction other than England, be construed as references to the term or concept which most nearly corresponds to it in that jurisdiction.

The words “including”, “include”, “in particular” and words of similar effect shall not be deemed to limit the general effect of the words that precede them.

Any amount(s) calculated or expressed to be payable or receivable pursuant to this Agreement shall, where not already the case, be converted from the relevant currency into USD at (a) if the base currency is EUR, a conversion rate of USD 1.07 per EUR, or (b) if the base currency is not EUR, the relevant Conversion Rate with the date of such conversion being the date on or as of which such amount is to be calculated or expressed to be payable or receivable pursuant to this Agreement. For the purposes of this Clause:

“Conversion Rate” means the spot closing mid-point rate for a transaction between the two currencies in question on the Business Day immediately preceding date on which the relevant conversion is taking place, as quoted by the Financial Times, London edition or, if no such rate is quoted on that date, on the preceding date on which such rates are quoted.

Where the words “reasonable endeavours” are used in this Agreement in relation to the performance of any act by a party, the words shall not give rise to an obligation on the part of that party to assume any material expenditure to achieve the same or require that party to take such action which would be likely to have such a detrimental effect on the current or future development of the business of that party that it would be unreasonable to expect that party to take it.

On and subject to the terms of this Agreement, the Seller agrees to sell, and the Purchaser agrees to purchase, the Shares with all rights attaching to them on Closing, including the right to receive all distributions and dividends declared, paid or made after Closing, and free from all Encumbrances.

(the amount in Clause 3.1.1 less the amount in Clause 3.1.2 being the “Base Consideration”); plus

The obligations of the Seller and the Purchaser to complete the sale and purchase of the Shares are in all respects conditional on the satisfaction (or waiver, as the case may be) of the following matters (the “Conditions”):

Clause 5.1 shall not operate so as to prevent or restrict:

Without prejudice to the generality of Clause 5.1.1, between the date of this Agreement and Closing, the Seller shall and/or shall procure that the relevant members of the Seller’s Group shall maintain in force and comply with all Group Insurance Policies and all Seller’s Insurance Policies inter alia for the benefit of the Group Companies.

Promptly following signing of this Agreement, the Seller shall publish the Agreed Announcement.

The Seller shall comply with any notification obligations applicable to the Seller’s Group or the Group Companies in respect of works councils or similar employee bodies arising as a result of the Transaction.

If:

Each party shall notify the other party as soon as reasonably practicable and in any event within one (1) Business Day of the first becoming aware of a Condition becoming satisfied. Closing taking place at the offices of the Seller’s Lawyers or at such other location as may be agreed in writing by the Purchaser and the Seller.

On Closing, the Seller and the Purchaser shall comply with their respective obligations specified in Schedule 2.

If a party fails to comply with any obligation set out in Schedule 2 on the date that is otherwise required by this Agreement (or is otherwise agreed in writing by the parties) to be the Closing Date, the Purchaser, in the case of non-compliance by the Seller, or the Seller, in the case of non-compliance by the Purchaser, shall be entitled (without prejudice to the right to claim damages or other compensation) by written notice to the other served on such date that is otherwise required by this Agreement (or is otherwise agreed in writing by the parties) to be the Closing Date:

The indemnities and certain covenants given by each party pursuant to this Agreement are set out in Schedule 12.

For the purpose of this Clause 9:

“App” means the mobile software application known as “My Water+” that is used by the Business operated by the Group Companies in Poland to manage customer accounts;

“Bibo” means Bibo Limited, a company registered in England under number 05816269 whose registered office is at Unit 15, Blenheim Sawmills, The Sawmill, Swan Lane, Combe OX298ET;

“Bibo Agreement” means the distribution agreement between Bibo and Eden Springs UK dated 22 December 2020 in relation to the appointment of Eden Springs UK as the exclusive distributor for the promotion and sale of certain Bibo products in certain territories;

“Branding IP” means trade marks, service marks, rights in logos, trade names, rights in each of get-up and trade dress, rights to sue for passing off (including trade mark-related goodwill) and domain names;

“Eden Springs Trade Mark Assignments” means the assignment deeds under which various Group Companies will assign rights in the Eden Springs Trade Marks to a member of the Seller’s Group;

“Eden Springs Trade Marks” means all registered and unregistered trade marks or service marks that are owned by a member of the Seller’s Group and that contain or consist of the word marks “EDEN SPRINGS” or “EDEN” or any of the Logos;

“Logos” means the logos that are reproduced in Part A of Schedule 10;

“Primo Logos” means the logos that are reproduced in Part B of Schedule 10;

“Primo Trade Marks” means all registered and unregistered trade marks and service marks that are owned by the Seller or another member of the Seller’s Group and that contain or consist of the word mark “PRIMO” (including “FLOW by PRIMO” and the “LIFE NEEDS WATER. MAKE IT PRIMO” slogan) and/or any of the Primo Logos;

“Shared Non-Branding IP” means any Intellectual Property Rights that are owned by any member of the Seller’s Group at the Closing Date (or which are assigned or transferred to a member of the Seller’s Group after the Closing Date pursuant to Clause 9.8.2) and that are used in both the business to be retained by the Seller’s Group (on the one hand) and the Business operated by the Group Companies (on the other hand) as at the Closing Date, excluding:

“Transferring Brand IP” means:

“Transferring Domain Name Assignment” means the agreement in the Agreed Terms pursuant to which a member of:

“Transferring Seller Domain Names” means domain names that:

“Transferring Target Domain Names” means domain names that:

“Transferring Trade Marks” means any registered or unregistered trade marks or service marks that:

“Transferring Trade Marks Assignment” means the agreement in the Agreed Terms pursuant to which a member of the Seller’s Group will assign the Transferring Trade Marks to a Group Company.

Pre-Closing

The Seller shall procure that:

in each case for no additional consideration.

The Seller shall procure that any Transferring Seller Domain Names that are identified prior to the Closing Date are assigned to a member of the Seller’s Group with effect from the Closing Date on the terms of a Transferring Domain Name Assignment for no additional consideration.

The Purchaser agrees that the Seller can procure that the Group Companies enter into the Eden Springs Trade Mark Assignments prior to Closing.

The Purchaser:

Without prejudice to Schedule 11, with effect from the Closing Date, the Seller hereby grants to the Purchaser, and shall procure the grant to the Purchaser by the relevant other member of the Seller’s Group of, a non-exclusive, perpetual, irrevocable, royalty-free, non-transferable, sublicensable (only to the Group Companies on the same terms as those set out in this Clause 9.6) licence to use any Shared Non-Branding IP for the purpose of operating the Business that is operated by the Group Companies.

With effect from the Closing Date, the Seller hereby grants to the Purchaser, and shall procure the grant to the Purchaser by the relevant other member of the Seller’s Group of, a non-exclusive, royalty-free, non-transferable, sublicensable (only to the Group Company in Poland on the same terms as those set out in this Clause 9.7) licence to use, but not modify, the App in Poland for one-hundred and eighty (180) days from the Closing Date solely for the purpose of, and to the extent reasonably necessary for, allowing existing customer users of the App to continue to benefit from the App in their interactions with the Business operated by the Polish Group Company in Poland. For the avoidance of doubt, the Purchaser will not receive or have access to the source code of the App and shall not decompile, disassemble or reverse engineer the App, except to the extent this cannot be prohibited under applicable law.

Without prejudice to the Schedule 11, if, after the Closing Date, any member of the Seller’s Group or Purchaser’s Group identifies that:

It is the intention of the parties that Eden Springs UK appoint a Group Company as its exclusive sub-distributor in relation to its rights under the Bibo Agreement in the Protected Territories for a period of two (2) years from and including the Closing Date. The Purchaser acknowledges that this will require Bibo’s consent and the Seller will use all reasonable endeavours to obtain that consent prior to Closing. Once that consent has been obtained, the Purchaser shall procure that Eden Springs UK so appoints a Group Company as its exclusive sub-distributor. If Bibo’s consent is not obtained prior to Closing, the Seller and the Purchaser will work together, each acting reasonably and in good faith, to determine a manner in which the Group Companies can benefit from the revenues of the Bibo Agreement in relation to the Protected Territories, subject to bearing the associated costs and risks.

The Seller covenants with the Purchaser that with respect to each Group Company:

prior to the date of this Agreement there has been no agreement at any time to effect any Leakage at any time after the Locked Box Date, and there will be no such agreement on or prior to Closing.

shall be deducted from the Consideration to be paid to the Seller at Closing.

If any breach of Clause 10.1 occurs, and to the extent that an amount equal to such Leakage is not included within the Agreed Leakage Amount, the Seller shall pay to the Purchaser on demand in USD an amount in cash equal to the amount of such Leakage (as determined pursuant to Clause 10.4) plus the applicable Leakage Daily Payment Amount within 10 Business Days from the date of demand (unless deducted under Clause 3.1.5).

For the purposes of Clauses 10.2 and 10.3, the amount of any Leakage shall: (i) be reduced by any amount in respect of VAT which is recoverable by repayment or credit by a Group Company; and (ii) be calculated net of any Relief available to a Group Company or the Purchaser as a result of the Leakage or the matter giving rise to it, but only to the extent that such Relief results in an actual saving of Tax by a Group Company by the time the Purchaser makes a claim for the relevant Leakage, or the Purchaser, acting reasonably and in good faith, on the basis of discussions with the relevant Group Companies as reasonably appropriate, confirms in writing (at the same time as the Purchaser makes a claim for the relevant Leakage) that such an actual saving of Tax is reasonably expected to be made as a result of the Relief by the end of the Relevant Accounting Period. The Purchaser will provide to the Seller, on demand, reasonable supporting evidence for such confirmation.

The Seller undertakes (without limiting any other rights of the Purchaser in any way including its rights to damages in respect of a claim for breach of any Seller’s Warranty on any other basis) that, if there is a breach of any Seller’s Warranty in respect of any member of the Group, the Seller shall pay in cash to the Purchaser (or, if so directed by the Purchaser, to the member of the Group in question) on demand a sum equal to the aggregate of all Losses suffered or incurred by the Purchaser or such member of the Group, directly or indirectly, as a result of or in connection with such breach of the Seller’s Warranty. The Seller’s aggregate liability under the undertaking in this Clause 11.4 shall not exceed €1.

The Tax Covenant shall take effect from Closing.

The Seller shall not be liable for any:

The Seller shall not be liable for any individual Claim (or a series of related Claims arising from substantially the same facts or circumstances) for a breach of the Business Warranties where the liability agreed or determined for any such Claim or series of related Claims does not exceed USD 100,000 (and if such Claim exceeds such amount, the Seller shall be liable for the entire amount of the Claim or series of Claims as agreed or determined and not just the excess).

The aggregate liability of the Seller for:

The Seller shall not be liable for any claim for a breach of this Agreement (other than a Tax Claim, to which the provisions of Schedule 6 shall apply) in respect of any liability which is contingent unless and until such contingent liability becomes an actual liability and is due and payable, provided that this Clause 13.5 shall not prevent notice of such Claim being given.

The Seller shall not be liable for any indirect or consequential losses arising out of any Reorganisation Indemnity Claim, Reorganisation Indemnity Tax Claim, any Specified Tax Claim or any Specific Indemnity Claim.

The Seller shall not be liable for any Claim (other than a Claim for breach of the Fundamental Warranties or a Tax Claim (to which the provisions of Schedule 6 shall apply) if and to the extent that provision or reserve is specifically made in the Locked Box Accounts for the matter giving rise to the Claim.

The Seller shall not be liable for any Claim for a breach of Seller’s Warranty (other than a Claim for breach of the Fundamental Warranties) to the extent that (i) the facts, matters or circumstances giving rise to such Claim were actually known by the Purchaser prior to signing this Agreement, and (ii) the Purchaser was actually aware that such fact, matter or circumstances entitles the Purchaser to make a Claim. For the purposes of this paragraph, the Purchaser’s actual knowledge shall be deemed to refer to the actual knowledge of the Purchaser Knowledge Bearers.

If, before the Seller pays an amount in discharge of any Reorganisation Indemnity Claim, any Specific Indemnity Claim or any Specified Tax Claim, the Purchaser or any Group Company recovers or is entitled to recover (whether by payment, discount, credit, relief, insurance or otherwise) from a third party a sum which indemnifies or compensates the Purchaser or Group Company (in whole or in part) for the loss or liability which is the subject matter of the Reorganisation Indemnity Claim, the Specified Tax Claim or the Specific Indemnity Claim, the Purchaser shall procure that, before steps are taken to enforce a Reorganisation Indemnity Claim, a Specified Tax Claim or a Specific Indemnity Claim against the Seller following notification under Clause 14.2 of this Agreement, reasonable steps are taken to enforce the recovery against the third party and any actual recovery (less any reasonable costs incurred in obtaining such recovery and less any Tax attributable to the recovery) shall reduce or satisfy, as the case may be, such Reorganisation Indemnity Claim, Specified Tax Claim or Specific Indemnity Claim to the extent of such recovery.

If the Seller has paid an amount in discharge of any Reorganisation Indemnity Claim, Specified Tax Claim or any Specific Indemnity Claim and subsequently the Purchaser or any Group Company is entitled to recover (whether by payment, discount, credit, relief, insurance or otherwise) from a third party a sum which indemnifies or compensates the Purchaser or any Group Company (in whole or in part) for the loss or liability which is the subject matter of the Reorganisation Indemnity Claim, the Specified Tax Claim or the Specific Indemnity Claim, the Purchaser shall (at the sole cost of the Seller) take such reasonable steps as the Seller may reasonably require to enforce such recovery and shall, or shall procure that the relevant Group Company shall, pay to the Seller as soon as practicable after receipt an amount equal to (i) any sum recovered from the third party less any costs and expenses incurred in obtaining such recovery and less any Tax attributable to the, or, if less (ii) the amount previously paid by the Seller to the Purchaser less any Tax attributable to it. Any payment made by the Purchaser to the Seller under this Clause 13.10.2 shall be made by way of further adjustment of the consideration paid by the Purchaser for the Shares and the provisions of Clause 3.2 shall apply mutatis mutandis.

If the Purchaser or a Group Company becomes aware that a liability of any Group Company which has given rise to a Reorganisation Indemnity Claim, a Specified Tax Claim or a Specific Indemnity Claim has also given rise to a Relief or a Relief has arisen as a result of or in connection with the matters which have given rise to the relevant liability, and the Purchaser determines, acting reasonably and in good faith, on the basis of discussions with the relevant Group Companies as reasonably appropriate, that such Relief resulted in an actual saving of Tax by the Purchaser or a Group Company prior to the relevant Claim being made (or is reasonably expected to result in an actual saving of Tax by the end of the accounting period ending in the financial year following the year in which the underlying liability giving rise to the relevant Claim arose) (such actual or reasonably expected actual saving of Tax being a “Corresponding Benefit”), the Purchaser shall promptly give details of such Corresponding Benefit by written notice to the Seller, and an amount equal to the value (as so determined in writing) of such Corresponding Benefit shall be set off against any payment then due from the Seller under this Agreement.

The Purchaser shall procure that reasonable steps are taken  to avoid or mitigate any Losses which in the absence of mitigation might give rise to a liability for any claim for breach of or under this Agreement (save in respect of a Tax Claim or a claim under or for a breach of Clauses 10.1 or 10.3), provided that (a) nothing in this Clause 13.13 shall require the Purchaser to bring any claim under the W&I Policy prior to raising any Claim under this Agreement; and (b) the Seller hereby covenants to pay to the Purchaser an amount equal to any reasonable out-of-pocket fees, costs or expenses incurred by the Purchaser’s Group in taking such reasonable steps to avoid or mitigate any Losses where such Losses would or would be reasonably expected to otherwise form the basis of any Specified Tax Claim, any Specific Indemnity Claim, any Reorganisation Indemnity Claim or any Reorganisation Indemnity Tax Claim.

None of the limitations contained in this Clause 13 shall apply to any claim for breach of or under this Agreement or any other Transaction Document to the extent it arises or is increased as a result of fraud by the Seller.

Notwithstanding any provision to the contrary in this Agreement:

If the Purchaser or any Group Company becomes aware of any material fact, matter or circumstance that may give rise to a Claim for which the Seller’s liability may exceed €1.00 and/or a Tax Claim, the Purchaser shall as soon as reasonably practicable, and in any event within twenty (20) Business Days of becoming aware, give a notice in writing to the Seller which meets the requirements of Clause 14.2. If the Purchaser fails to give such notice, the Seller’s liability shall not be reduced, save to the extent that such failure directly increased the Seller’s liability in respect of the relevant Claim.

Notice of any Claim to which Clause 14.1 applies shall be given by the Purchaser to the Seller within the time limits specified in Clause 14.1 and shall contain such information as is available to the Purchaser and Group Companies in relation to the legal and factual basis of the Claim (including, where the Claim is the result of or in connection with a third party Claim, evidence of the third party Claim) and setting out the Purchaser’s estimate of the amount of Losses which is, or is to be, the subject of the Claim (including any Losses which are contingent on the occurrence of any future event).

The Seller undertakes with the Purchaser and the Group Companies that no member of the Seller’s Group will (whether alone or jointly with another and whether directly or indirectly):

Nothing in this Clause 16 shall prevent or restrict any member of the Seller’s Group from acquiring any company or business (the “Acquired Entity”) in any part of the world which competes with the Business where the turnover generated by the competing part of the Acquired Entity during the most recently ended accounting period: (a) does not exceed thirty per cent (30%) of the aggregate turnover of the Acquired Entity during that accounting period; and (b) does not exceed USD 5,000,000 in any individual Protected Territory (other than Poland and France); and (c) does not exceed USD 10,000,000 in Poland or in France.

The Seller agrees that the restrictions contained in this Clause 16 are no greater than is reasonable and necessary for the protection of the interests of the Purchaser and the Group Companies but if any such restriction shall be held to be void but would be valid if deleted in part or reduced in application, such restriction shall apply with such deletion or modification as may be necessary to make it valid and enforceable.

The following terms shall have the following meanings in this Clause 16:

The Seller agrees and undertakes that, except in the case of fraud, the Seller has no rights against (and waives any rights it may have against) and shall not make any claim against (and waives any claim it may have against) any employee, director, agent, officer of or adviser to any Group Company (each a “Relevant Person”), or any Group Company (including in relation to any information supplied or omitted to be supplied by any such person in connection with the warranties, this Agreement or any other Transaction Document) arising out of any matter, cause or event occurring on or before Closing.

Except in respect of the publication of the Agreed Announcement, no announcement, communication or circular in connection with the existence or the subject matter of this Agreement shall be made or issued by or on behalf of any member of the Seller’s Group or any member of the Purchaser’s Group or the BDT Group without the prior written approval of the Seller and the Purchaser. This shall not affect:

provided that prior to disclosure or use of any information pursuant to Clauses 17.2.2(a), 17.2.2(d) or 17.2.2(e), the party concerned shall, where not prohibited by law, consult with the other party and take into account their reasonable comments as to the extent of the disclosure required insofar as is reasonably practicable.

If, after the date of this Agreement, it is determined that a member of the Seller Group is party to any Shared Contract, or any Group Company is party to any Shared Contract, and such matter is not otherwise explicitly provided for or addressed in this Agreement or other agreement between the parties, the parties shall negotiate in good faith with a view to arranging for a solution reasonably acceptable to all parties for the transfer, with effect from Closing, of the Relevant Part of such Shared Contract to the relevant a Group Company, and the transfer of the remainder of the relevant Shared Contract to the Seller’s Group (the “Remainder Relevant Part”). From Closing and until such solution is agreed and becomes binding, (i) the parties shall make such other arrangements between themselves as are reasonable or necessary to implement as far as possible the effective transfer of the burden of the Relevant Part to the relevant Group Company and of the Remainder Relevant Part to the relevant member of the Seller’s Group; and (ii) each of the Seller and the Purchaser shall procure, respectively, that the relevant member of the Seller’s Group shall hold the benefit of the Relevant Part as trustee on trust for the relevant Group Company and the relevant Group Company shall hold the benefit of the Remainder Relevant Part as trustee on trust for the relevant member of the Seller’s Group and each such trustee shall as soon as reasonably practicable pay or deliver such benefit to the relevant beneficiary of such trust.  The Seller shall, and shall procure that any other member of the Seller’s Group shall, use reasonable endeavours to obtain any third party consent required for the transfer of a Relevant Part to the relevant Group Company as soon as possible. From Closing, the Purchaser shall, and shall procure that any relevant Group Company shall, use reasonable endeavours to obtain any third party consent required for the transfer of a Remainder Relevant Part to the relevant member of the Seller’s Group as soon as possible.

No variation of this Agreement shall be effective unless in writing and signed by or on behalf of each of the parties.

Time shall be of the essence of this Agreement both as regards any dates, times and periods mentioned and as regards any dates, times and periods which may be substituted for them in accordance with this Agreement or by agreement in writing between the parties.

The Purchaser shall bear the cost of all stamp duty, any notarial fees and all registration and transfer taxes and duties or their equivalents in all jurisdictions where such fees, taxes and duties are payable as a result of the transfer of the Shares to the Purchaser pursuant to this Agreement. For the avoidance of doubt, the Seller shall be responsible for any such taxes and duties to the extent that they arise as a result of the Reorganisation. The Purchaser shall indemnify the Seller or any member of the Seller’s Group against any Losses suffered by the Seller or any member of the Seller’s Group as a result of the Purchaser failing to comply with its obligations under this Clause 19.10.

If a party defaults in the payment when due of any sum payable under this Agreement, its liability shall be increased to include interest on such sum from the date when such payment is due until the date of actual payment (after as well as before judgment) at a rate per annum of 2 per cent. (2%) above the base rate from time to time of Barclays Bank plc. Such interest shall accrue from day to day and shall be compounded monthly.

the recipient shall be left with a sum equal to the sum that it would have received in the absence of such a charge to Taxation provided that if the recipient shall have transferred (for the avoidance of doubt, by whatever means, including by way of a declaration of trust or anything that amounts in substance to a transfer) the benefit in whole or in part of this Agreement or shall have changed its tax residence or the permanent establishment to which the rights under this Agreement are allocated then the liability of the payer under this Clause 19.12.3 shall be limited to that (if any) which it would have been had no such transfer or change taken place.

together with a copy to:

The Seller irrevocably appoints Eden Springs UK as its agent to accept service of process in England and Wales in any legal action or proceedings arising out of this Agreement, service upon whom shall be deemed completed whether or not forwarded to or received by the Seller. The Seller agrees to inform the Purchaser in writing of any change of address of such process agent within five (5) Business Days of such change.

This Agreement may be entered into in any number of counterparts, all of which taken together shall constitute one and the same instrument. The Seller and the Purchaser may enter into this Agreement by executing any such counterpart.

Any dispute arising out of or connected with this Agreement, including a dispute as to the validity, existence or termination of this Agreement or this Clause 19.17 or any non-contractual obligation arising out of or in connection with this Agreement, shall be resolved by arbitration seated in London conducted in English by a single arbitrator pursuant to the LCIA Rules, save that unless the parties to this Agreement agree otherwise, none of them shall be required to give general discovery of documents, but may be required only to produce specific, identified documents which are relevant to the dispute. The tribunal sole arbitrator shall be nominated by agreement of the parties to the dispute or, if the parties fail to agree on a joint nomination within 30 calendar days of the date of service of the Response to the Request for Arbitration, he or she shall be selected and appointed by the LCIA.

For the avoidance of doubt, the Seller, in its capacity as sole shareholder of the Company, hereby approves the Purchaser as new shareholder of the Company in accordance with Article 710-12 of the Luxembourg Companies Law.