Share Sale and Purchase Agreement, dated September 8, 2021, by and between Smiths Group International Holdings Limited, a private limited company incorporated in England & Wales, and ICU Medical, Inc., a Delaware corporation

Smiths Group International Holdings Limited, a company incorporated in England and Wales with registered number 01085153 and whose registered office is at c/o Smiths Group Plc, 4th Floor, 11-12 St James’s Square, London, England, SW1Y 4LB (the “Seller”).

ICU Medical, Inc., a company incorporated in the State of Delaware and whose principal executive office is at 951 Calle Amanecer, San Clemente, CA 92673, the United States of America (the “Purchaser”).

Particulars of the Company and each of its Subsidiaries (as defined in Clause 1.1 (Interpretation)) are set out in Schedule 1 (The Group).

The Seller has agreed to sell and the Purchaser has agreed to purchase and pay for the Shares (as defined in Clause 1.1 (Interpretation)) in each case on the terms and subject to the conditions of this Agreement.

This Agreement is entered into for the purposes of, and in connection with, the sale and purchase of the Group (as defined in Clause 1.1 (Interpretation)).

The Consideration (as defined below) shall be satisfied partly in cash and partly by the issuance and delivery of the Consideration Shares (as defined below).

Interpretation

In this Agreement:

anti–bribery or anti–corruption (including, without limitation, (i) the UK Bribery Act 2010; (ii) the U.S. Foreign Corrupt Practices Act of 1977 (as amended); and (iii) any applicable law, rule, or regulation promulgated to implement the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, signed on 17 December 1997);

price-fixing or cartels;

anti-money laundering; or

the EU Council Regulation (EC) No. 428/2009, the UK Export Control Act 2002, the UK Export Control Order 2008, the U.S. Export Administration Regulations, sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury and any orders issued under any of these laws, regulations and permits;

the electronic data room containing documents and information relating to the Group and the Business made available by the Seller prior to the date of this Agreement online via Datasite at https://emea.datasite.com/manda/project/60b0d82ca8731b339dcaeac7/content/index?mode=index and titled “Senna”, the contents of which are contained on a USB provided by or on behalf of the Seller as soon as reasonably practicable following the date of this Agreement; and

the Second Data Room;

all agreements between any member of the Seller’s Group and any member of the Group; and

any other intra-group arrangements between the Seller’s Group and the Group relating to the provision of services, or grant of rights and privileges, between them, which shall be limited to management services, recharge agreements, and trade mark licences.;

by any member of the Group to or for the benefit of the Seller or any member of the Seller’s Group any:

dividend or distribution or other return of capital declared or any payments in lieu of any dividend or distribution or other return of capital, declared, paid or made;

payments made or agreed to be made (including bonuses and loan repayments);

assets transferred or surrendered or agreed to be transferred or surrendered;

redemption, repurchase, repayment or return of shares or other securities, or return of capital (whether by reduction of capital or otherwise and whether in cash or in kind);

consultant, advisory, management, monitoring, service, shareholder fees or charges royalties or other charges or fees or increased pension contributions incurred, paid or agreed to be paid;

waiver, deferral or forgiveness of any amount owed to a Group Company or release of any obligation;

waiver by or on behalf of any Group Company of, or agreement to waive, any claim or right of action;

liability or obligation assumed (contingent or otherwise), indemnified, incurred or discharged (including in relation to any recharging of costs of any kind); and

any repayment of principal or interest on any debt or any payment, amendment or agreement by any Group Company in relation to any of its borrowing or indebtedness in the nature of borrowing owed to any member of the Seller’s Group;

any:

Seller Transaction Costs incurred, paid or agreed to be paid; and

bonuses, incentives or commission (including any transaction or retention bonuses for management) paid, agreed to be paid or made (or declared to be or treated as paid or made) in connection with the preparation, negotiation or consummation of the Transaction;

any agreement to enter into or carry out any of the actions or matters set out in paragraph (a) or (b) above; and

any irrecoverable Tax becoming payable at any time by any Group Company directly as a result of any of the matters referred to in paragraphs (a), (b) or (c) above.

the Purchaser Disclosure Letter; and

the contents of the Transaction Documents;

the actions required to be taken directly in connection with the development and deployment of a software patch under CAPA 000694; and

the actions required to be taken directly to address the issues identified by the FDA Form 483 Observations dated 1 May 2021, including but not limited to, the processes governing design control, CAPA and complaint handling (including medical device reporting), as well as any matters incidental thereto;

the Seller Disclosure Letter;

the Seller Updated Disclosure Letter;

the contents of the Data Room, including the Q&A Responses;

the contents of the Transaction Documents; and

the contents of the VDD Reports;

the legal vendor due diligence report prepared by White & Case LLP dated 11 December 2019;

the financial and tax vendor due diligence report prepared by Deloitte LLP dated 10 December 2019; and

the commercial due diligence report prepared by McKinsey & Company dated December 2019,

The expression “in the agreed terms” means in the form agreed between the Purchaser and the Seller and signed for the purposes of identification by or on behalf of the Purchaser and the Seller.

Any reference to “writing” or “written” means any method of reproducing words in a legible and non-transitory form (excluding, for the avoidance of doubt, email).

References to “include” or “including” are to be construed without limitation.

References to a “company” include any company, corporation or other body corporate wherever and however incorporated or established.

References to a “person” include any individual, company, partnership, joint venture, firm, association, trust, governmental or regulatory authority or other body or entity (whether or not having separate legal personality).

The expressions “body corporate”, “holding company”, “parent undertaking”, “subsidiary” and “subsidiary undertaking” shall have the meaning given in the Companies Act.

The table of contents and headings are inserted for convenience only and do not affect the construction of this Agreement.

Unless the context otherwise requires, words in the singular include the plural and vice versa and a reference to any gender includes all other genders.

References to Clauses, paragraphs and Schedules are to clauses and paragraphs of, and schedules to, this Agreement. The Schedules form part of this Agreement.

A person shall be deemed to be connected with another if such person is connected with the other within the meaning of s.1122 of CTA 2010.

References to any statute or statutory provision include a reference to that statute or statutory provision as amended, consolidated or replaced from time to time (whether before or after the date of this Agreement) and include any subordinate legislation made under the relevant statute

References to any English legal term for any action, remedy, method of financial proceedings, legal document, legal status, court, official or any legal concept or thing shall, in respect of any jurisdiction other than England, be deemed to include what most nearly approximates in that jurisdiction to the English legal term.

References to “material” mean, save where the context requires otherwise, material having regard to the business, profits or assets of the Group, taken as a whole.

References to “substantiated” in the context of a Claim means a Claim for which the Seller may be liable and which is admitted or proved in a court of competent jurisdiction with all rights of appeal having been exhausted.

Any reference to a Party using, or an obligation on a Party to use, its “reasonable endeavours” shall not oblige that Party to incur material expenditure save as expressly provided under the terms of this Agreement or to take any action which would be commercially onerous or unreasonable or detrimental to its material commercial interests.

Unless expressly otherwise stated, any reference to currency in this Agreement shall be to United States dollar (US$), and all payments required in accordance with this Agreement shall be made in United States dollar (US$). For the purposes of applying a reference to a monetary sum expressed in United States dollar (US$), an amount in a different currency shall be converted into United States dollar (US$) on a particular date at an exchange rate equal to the mid-point closing rate for that currency into United States dollar (US$) on that date as quoted in the London edition of the Financial Times first next published (or, if no such rate is quoted in the Financial Times, the mid-point closing rate quoted by Barclays Bank plc in London).

This Agreement shall be binding on and be for the benefit of the successors of the Parties.

In this Agreement, “to the extent that” shall mean “to the extent that” and not solely “if”, and similar expressions shall be construed in the same way.

Sale and Purchase

The Seller (as legal and beneficial owner) shall sell (with full title guarantee) and the Purchaser shall purchase the Shares with all rights attaching to them at Completion, and the Seller shall transfer such full legal and beneficial title to the Shares to the Purchaser free from all Encumbrances, on the terms of this Agreement.

Neither the Seller nor the Purchaser shall be obliged to complete the sale and purchase of any of the Shares unless the sale and purchase of all the Shares is completed simultaneously.

Consideration

The total consideration (the “Consideration”) for the sale and purchase of the Shares shall be:

the payment by the Purchaser to the Seller at Completion of an amount equal to (the “Cash Consideration”):

Seven hundred and ninety-seven million, one hundred and forty-five thousand two hundred and seventy-six dollars and sixty-three cents (US$797,145,276.63); plus

the Daily Payment Amount; plus

the issuance and delivery to the Seller (or as the Seller may direct) at Completion of the Consideration Shares, free from all Encumbrances (other than transfer restrictions imposed by applicable securities laws); plus

if applicable, an amount equal to one hundred million dollars (US$100,000,000) (the “Additional Consideration”), to be satisfied in cash, at the time specified in Clause 3.4.

If after Completion (a) but on or prior to the third anniversary of Completion the 30-Day VWAP equals or exceeds US$300 per share or (b) but on or prior to the fourth anniversary of Completion, the 45-Day VWAP exceeds US$300 per share (each, a “Price Target”) (which Price Target shall be equitably adjusted as contemplated by Clause 3.6) , but provided that the Additional Consideration shall not be payable if the Seller is not at the time the Price Target is achieved the beneficial owner (as determined in accordance with Rule 13d-3 under the Exchange Act) of at least one million two hundred and fifty thousand (1,250,000) shares of Purchaser Common Stock (which number of shares shall also be equitably adjusted as contemplated by Clause 3.6), then the Additional Consideration shall be paid in cash pursuant to Clause 3.4.

The payment of the Cash Consideration and the issuance and delivery of the Consideration Shares, in each case by the Purchaser to the Seller, shall be made at Completion in accordance with paragraphs 3.1 and 3.3 respectively of Part 2 of Schedule 4 (Signing, Completion and Post-Completion Arrangements).

The payment of the Additional Consideration, if applicable, by the Purchaser to the Seller shall be made within ten (10) business days after the Price Target has been met (subject always to the proviso in Clause 3.2) (such date, the “Additional Consideration Payment Date”), in accordance with paragraph 1 of Part 3 of Schedule 4 (Signing, Completion and Post-Completion Arrangements).

The Consideration Shares to be issued and delivered pursuant to Clause 3.1(b) shall rank pari passu in all respects and shall, in all respects, carry the same rights as the existing issued shares of common stock of the Purchaser in existence as at the time of issuance of the Consideration Shares.

If at any time during the period between the date of this Agreement and the Additional Consideration Payment Date, any change in the outstanding shares of capital stock of the Purchaser shall occur as a result of any reclassification, stock split (including reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend or stock distribution with a record date during such period, the number of shares of Purchaser Common Stock constituting the Consideration Shares (if applicable) and the amount representing the Price Target (if applicable) shall be equitably adjusted.

Conditions

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 those matters set out in Schedule 2 (Conditions) (the “Conditions”).

In respect of the Shareholder Consent Condition:

the Seller shall use all reasonable endeavours to procure the satisfaction of the Shareholder Consent Condition by procuring that:

the board of directors of the Seller Parent obtain approval of the Circular from the FCA as soon as reasonably practicable, following which the Seller Parent shall send the Circular to the shareholders of the Seller Parent as soon as

each director of the Seller Parent shall, subject to his duties to the Seller Parent as a director, recommend and continue to recommend to the shareholders of the Seller Parent the passing of the Resolutions and such recommendation shall be contained in the Circular;

the Seller Parent shall convene a general meeting of its shareholders to consider and, if thought fit, pass the Resolutions as soon as reasonably practicable after the publication of the Circular;

the Purchaser shall, upon the Seller’s request, promptly co-operate with and provide all necessary information and other assistance required in connection with the satisfaction of the Shareholder Consent Condition;

the Seller shall (i) provide to the Purchaser a draft of those parts of the Circular that refer to the Purchaser or the Purchaser’s Group or to the Purchaser’s rationale for acquiring the Shares or otherwise referring to the strategy or prospects of the Group following Completion and give the Purchaser a reasonable opportunity to provide comments thereon, and (ii) subject thereto, take into account the Purchaser’s reasonable comments with respect thereto;

In respect of the Antitrust Condition and the FDI Condition:

the Purchaser and the Seller shall prepare and file their respective notifications under the HSR Act and submit the same to the applicable Regulatory Authorities as soon as possible following the date of this Agreement and in any event within ten (10) Business Days of the Put Option Date, with all information required in connection therewith.

the Purchaser, with the cooperation of the Seller, shall prepare and submit any other notifications, filings or submissions (or drafts thereof as appropriate in certain jurisdictions) to any applicable Regulatory Authority outside of the United States that Purchaser determines is required as soon as possible following the date of this Agreement and in any event within twenty (20) Business Days of the Put Option Date (or, with respect to the UK, twenty (20) Business Days after the Purchaser, acting reasonably, determines that the filing is required), with all information required in connection therewith.

subject to applicable law, the Purchaser and the Seller shall allow each other the opportunity to participate in any call or meeting with the Regulatory Authority, promptly inform the other party of the content of any meeting, material conversation and any other substantive communication which takes place between a party (or its agents, representatives or advisers) and the Regulatory Authority in which the other party did not participate and provide copies or, in the case of non-written communications, a written summary, to the other party;

subject to applicable law, the Purchaser and the Seller shall provide each other a reasonable opportunity to review and comment on drafts of all notifications, filings and submissions before they are submitted to a Regulatory Authority and provide the other party with final copies of all such notifications, filings and submissions (it being acknowledged that certain such drafts and/or documents may be shared on a confidential basis only with outside counsel) and take account of any reasonable comments that the other party may have;

notwithstanding anything herein to the contrary, the Purchaser shall take any and all steps or actions necessary or required (including, but not limited to, agreeing to any (i) conditions, undertakings, sale, divestment, licence or disposition of any necessary assets or business of any Party; (ii) termination of any existing relationships,

each of the Purchaser and in the United States, the Seller (but only in respect of any filings required to be made by the Seller under the HSR Act), shall use its reasonable endeavours to avoid any declaration of incompleteness by the Regulatory Authority or any other suspension of the periods for clearance;

the Purchaser shall not, and in the United States the Seller (but only in respect of any filings required to be made by the Seller under the HSR Act) shall not, without the prior written consent of the other party (such consent not to be unreasonably withheld or delayed), withdraw any notification, filing or submission made to the Regulatory Authority; and

the Purchaser shall bear all filing fees (and necessary translation costs) associated with the notification and filings made in order to satisfy the Antitrust Condition, with each Party bearing its own legal fees. Notwithstanding the provisions of Clause 4.3(e), if the Seller agrees at its sole discretion that the Purchaser may, before the Long Stop Date, take any action that may adversely affect the likelihood of the Purchaser obtaining any clearance in the first phase of any review in accordance with any applicable merger control law, statute or regulation of any applicable jurisdiction (other than the U.S.), the Purchaser shall be liable for the Seller’s legal and other professional costs resulting from agreeing to such action including but not limited to relating to any second phase investigation (regardless of the outcome).

The Seller and the Purchaser agree that all requests and enquiries from any Regulatory Authority shall be dealt with, in each case, by the Seller and the Purchaser in consultation with each other and the Seller and the Purchaser shall co-operate with each other and the relevant Regulatory Authority, to the extent necessary and on a confidential basis, and provide all necessary information and assistance reasonably required by the other or by the Regulatory Authority as soon as reasonably practical upon being requested to do so, provided that any information provided in relation to the Seller shall be provided only to the Regulatory Authority and/or if necessary the Purchaser’s Lawyers on a strictly confidential basis and shall not be provided to the Purchaser.

In furtherance of the foregoing, in the event of a requirement, or in the opinion of the Seller acting reasonably a likely requirement, for an ‘up-front’ buyer remedy, the Purchaser shall (i) promptly (and in any event within one (1) Business Day) inform the Seller of all third parties who express a genuine interest in entering into an agreement with the Purchaser to ensure satisfaction of the Antitrust Condition, (ii) negotiate in good faith with any such third parties in order to ensure the satisfaction of the Antitrust Condition and (iii) keep the Seller regularly informed of progress of any such negotiations. Whether or not an ‘up front’ buyer is, or in the opinion of the Seller acting reasonably is likely to be, required, the Purchaser shall inform the Seller promptly and in any event within one (1) Business Day, of any third party offering or indicating to the Purchaser that it would be willing in principle to be an ‘upfront buyer’ if required by any Regulatory Authority, regardless of any purported duty of confidentiality expressed by any such third party relating to such offer or indication.

The Seller undertakes to notify the Purchaser in writing, and the Purchaser undertakes to notify the Seller in writing, of anything which will or may prevent any of the Conditions from being satisfied on or before the Long Stop Date promptly after it comes to its attention.

The Parties shall use reasonable endeavours to cooperate in good faith with the other Party to effectuate any such agreement with any such third party or ‘upfront buyer’ that is required by any Regulatory Authority to ensure the satisfaction of the Antitrust Condition.

Each Party undertakes to notify the other Party as soon as possible on becoming aware that any of the Conditions has been satisfied and in any event within five (5) Business Days of such satisfaction.

No Condition may be waived without the agreement in writing of each of the Seller and the Purchaser, other than the Trulli SPA Termination Condition which may be waived by the Seller (in its sole discretion) without the prior written agreement of the Purchaser.

If any of the Conditions is not fulfilled or waived on or before the Long Stop Date, either Party shall be entitled to terminate this Agreement and the Put Option by providing written notice to the other Party, subject to, and on the basis set out in, Clause 17.2 (No Right to Rescind or Terminate).

By way of compensation for losses suffered by the Seller (or any member of the Seller’s Group) in connection with (i) the preparation and negotiation of the Transaction or any Transaction Document; and (ii) the potential for disruption to the business of the Seller’s Group (including, the Business), the Purchaser undertakes to promptly pay (or procure the prompt payment by a member of the Purchaser’s Group) to the Seller (or as the Seller directs) an amount equal to the Break Fee in the event that:

on or prior to the Long Stop Date, any of the Conditions (other than the Shareholder Consent Condition or the Trulli SPA Termination Condition) shall not have been satisfied (or, where applicable, waived), resulting in the Transaction lapsing, terminating or otherwise not proceeding in accordance with the terms of this Agreement; or

on or prior to the Long Stop Date, all of the Conditions have either been satisfied or waived (in accordance with the terms of this Agreement) but the Purchaser fails to proceed to Completion.

In relation to the Break Fee, the Purchaser acknowledges and agrees that:

the Seller has incurred, and will further incur, significant costs in connection with the Transaction, which will include significant loss of business opportunity costs if the Transaction is not implemented;

such Break Fee is reasonable and appropriate, is the product of an arm’s length negotiation and is justified to serve and protect the legitimate business interests of the Seller and, further, that it represents a fair and reasonable provision which is proportionate to the protection of those interests;

it has received independent legal advice in relation to and in connection with the Break Fee;

payment of any such Break Fee shall be without prejudice to any other claim or right of action that the Seller (or any member of the Seller’s Group) may have against the Purchaser (or any other member of the Purchaser’s Group); and

the Purchaser (or relevant member of the Purchaser’s Group) shall make payment of the Break Fee by telegraphic transfer in immediately available funds to the Seller’s Designated Account.

If any deductions or withholdings are required by law to be made from any payment by the Purchaser to the Seller under Clause 4.11, then the Purchaser shall pay to the Seller such additional amount as will leave the Seller with the amount the Seller would have received in the absence of any such requirement to make a deduction or withholding.

The Purchaser undertakes that it shall not, at any time prior to Completion, either alone or acting in concert with others, acquire or offer to acquire, or cause another person to acquire or to offer to acquire, or progress or contemplate (or cause another person to progress or contemplate) arrangements which, if carried into effect, would result in the acquisition of a competing business to the Group’s business or any other business the acquisition of which might, in the opinion of the Seller acting reasonably, be expected to prejudice or delay the satisfaction of the Antitrust Condition.

For the purposes of this Agreement, “Long Stop Date” means the date that is six (6) months from the Put Option Date or such other date as the Parties may agree in writing, provided, however, that if on such date, the Antitrust and/or FDI Conditions have not been satisfied, then the Long Stop Date shall mean the date that is fifteen (15) months from the Put Option Date or such other date as the Parties may agree in writing; provided further that if on the date falling ten (10) Business Days prior to such extended Long Stop Date, the Antitrust Conditions in so far as they relate to the United States have not been satisfied and are not reasonably likely to be satisfied by such extended Long Stop Date, the Purchaser may serve on the Seller, no later than five (5) Business Days prior to such extended Long Stop Date, a written notice electing to extend the Long Stop Date by a period of three (3) additional months (and in such case the term “Long Stop Date” shall be construed to mean the date as so extended) provided all of the following criteria are satisfied:

the Purchaser has, as at the date of such notice, commenced proceedings to contest or is resisting or defending any ongoing or reasonably imminent action or proceeding, whether in administrative or federal court, or to vacate, lift, reverse, or overturn any decree, judgment, injunction, or other order that restricts, prevents, or prohibits satisfaction of the Antitrust Condition and, as at the date of such notice, the Purchaser in good faith believes that there is a reasonable prospect of the Antitrust Condition being or becoming satisfied during the additional three (3) month period (if it were to be so extended); and

the Purchaser is in compliance, in all material respects, with its obligations under Clauses 4.3 to 4.7 (inclusive) to the extent that the same fall to have been performed as at the date of such notice (unless any non-compliance is caused by, results from, or is attributable to or would not have arisen but for the default or non-compliance by the Seller of any of its obligations under such Clauses).

Leakage

Covenant

from (but excluding) the Locked Box Date to (and including) the date of this Agreement, there has been no Leakage;

from the date of this Agreement to (and including) the Completion Date, there will be no Leakage; and

there has been no agreement at any time to effect any Leakage at any time after the Locked Box Date,

Adjustment for Leakage

If any breach of Clause 5.1 comes to the attention of the Purchaser on or prior to Completion then, subject to the Seller agreeing that Leakage has occurred and agreeing the amount to be paid by the Seller (as determined pursuant to Clause 5.3) in respect of such Leakage (an “Agreed Leakage Amount”), the Purchaser shall be entitled to (i) demand (by way of ten (10) Business Days written notice to the Seller) that the Seller discharges the Agreed Leakage Amount for and on behalf of the Group or the relevant Group Company, (ii) demand to be paid an amount in cash equal to the Agreed Leakage Amount or (iii) deduct an amount equal to the Agreed Leakage Amount from the Consideration to be paid to the Seller at Completion.

For the avoidance of doubt:

the fact that any Leakage comes to the attention of the Purchaser on or prior to Completion but no Agreed Leakage Amount is agreed in respect of it pursuant to this Clause 5.2 shall not affect the Seller’s obligations or the Purchaser’s rights pursuant to Clauses 5.1 and 5.3 or otherwise under this Agreement in respect of that Leakage; and

the fact that an Agreed Leakage Amount has been agreed pursuant to this Clause 5.2 in respect of any Leakage shall not preclude the Purchaser from recovering any further amounts payable under Clause 5.3 in respect of such Leakage that has not been taken into account in the Agreed Leakage Amount.

Payment for Leakage

Notification of Leakage

Limitations

The liability of the Seller under this Clause 5 shall terminate on the expiry of the period of twelve (12) months following the Completion Date, save in respect of any such claim of which the Purchaser has given notice in writing to the Seller before the expiry of that period containing reasonable details of the relevant breach and of the calculation

The aggregate liability of the Seller in respect of all claims under this Clause 5 shall not exceed the amount of (i) Leakage; and (ii) any costs incurred by the Group or any Group Company in achieving redress for any Leakage.

The Seller shall have no liability to the Purchaser under Clause 5.1 or 5.2 or 5.3 if Completion does not occur.

Intra-Group Arrangements

On Completion:

the Purchaser shall procure that the Intra-Group Borrowings shall be paid by the relevant member of the Group to the Seller (on behalf of itself or the other member(s) of the Seller’s Group to which such Intra-Group Borrowings are owed);

the Seller shall procure that the Intra-Group Lendings shall be paid by the Seller or the relevant other member of the Seller’s Group to the relevant member of the Group to which such Intra-Group Lendings are owed; and

the Seller shall procure that, other than the Excluded Intra-Group Arrangements, the Intra-Group Arrangements shall be terminated as between the Seller’s Group and the Group.

To the extent that the terms of any agreement for Intra-Group Borrowings or Intra-Group Lendings contains a date for repayment after the date of Completion, such date shall be deemed to be replaced by the date of Completion.

Not less than three (3) Business Days prior to the Completion Date, the Seller shall provide the Purchaser with a written schedule (the “Intra-Group Debt Statement”) setting out the aggregate amount of all the Intra-Group Borrowings and the Intra-Group Lendings of the Group.

In the event that Completion is deferred beyond the intended Completion Date in accordance with Clause 8.3(a) and an Intra-Group Debt Statement has been delivered to the Purchaser prior to such deferral occurring, the Seller shall be entitled to deliver a revised Intra-Group Debt Statement to the Purchaser in accordance with Clause 6.3 and the Intra-Group Debt Statement previously submitted shall cease to apply or be relevant for all purposes.

Pre-Completion Obligations

Subject to Clause 7.2 and applicable law, the Seller shall procure that, from the Put Option Date until Completion, each Group Company will conduct its business in the ordinary and usual course of business for such Group Company, comply in all material respects with all Compliance Requirements and that, without the prior written approval of the Purchaser (such approval not to be unreasonably withheld, conditioned or delayed), no Group Company will do or agree to do anything which is outside the ordinary and usual course of its business, including:

disposing of or granting any option in respect of any material part of its assets in excess of US$1,000,000;

making any material change in the nature or organisation of its business;

other than renewal of existing material contracts, entering into any material contract or any contract affecting a material part of its business or entering into any unusual or onerous contracts, in each case having an annual value in excess of US$20,000,000;

terminating any material contract or any contract affecting a material part of its business, in each case having an annual value in excess of US$5,000,000;

discontinuing or ceasing to operate all or a material part of its business;

borrowing money, incurring any indebtedness or amending the terms of any of the foregoing in excess of US$3,000,000 of borrowings or indebtedness repayable in any calendar year or US$10,000,000 in aggregate;

creating, allotting or issuing any shares, loan capital or other securities;

reducing its share capital or purchase or redeem its own shares;

acquiring any share or other interest in any person or other venture or acquiring any business carried on by any person;

failing to take any action to maintain in force any of its material insurance policies or doing anything to make any material insurance policy void or voidable or materially reducing the level of insurance cover provided;

changing its residence for Tax purposes;

amending its articles of association, by-laws or equivalent constitutional documents, adopting further articles of association, by-laws or equivalent constitutional documents;

entering into or varying any employment or service agreement with any individual who is to be paid by way of total remuneration a package (including salary and the value of his bonus and incentive package) in excess of US$350,000 per annum;

implementing or introducing any new bonus arrangement, employee incentive scheme or employee benefit plan or making any change to any existing bonus arrangements, employee incentive schemes or employee benefit plans;

effecting or permitting a facility closing, mass lay-off or material employee redundancy plan or similar event;

commencing any litigation or arbitration proceedings, in excess of US$5,000,000 other than in the ordinary and usual course of its business;

compromising or settling any litigation or arbitration proceedings or the taking of any action, making of any demand or dispute or waiver of any right in relation to litigation or arbitration proceedings where the amount of any compromise settlement or waiver exceeds US$5,000,000;

permitting any material registered intellectual property right owned by any Group Company to lapse or omitting to take such actions as are necessary to prevent the loss or impairment of such material registered intellectual property rights or material unregistered intellectual property rights owned by the Group Company; or

assigning, selling, transferring, licensing or otherwise disposing of any material registered intellectual property rights or material unregistered intellectual property rights owned by any Group Company.

Clause 7.1 does not apply in respect of and shall not operate so as to restrict or prevent:

any matter reasonably undertaken in an emergency or disaster situation with the intention of and to the extent only of those matters strictly required with a view to minimising any adverse effect of such situation (and of which the Purchaser will be promptly notified in writing);

any matter expressly permitted by, or necessary for performance of, this Agreement, any of the other Transaction Documents or Excluded Intra-Group Arrangements or necessary for Completion;

any of the matters contemplated by or in connection with the proposed separation of the Group from the Seller’s Group;

any matter undertaken at the written request or with the written consent of the Purchaser;

any matter or steps undertaken by any member of the Seller’s Group in respect of the Inter-Company Loans Elimination carried out in accordance with the Inter-Company Loans Steps Plan (to the extent not already carried out);

any matter or steps undertaken by any member of the Seller’s Group or the Group in order to implement and give effect to the Balance Sheet Reconciliation;

providing information to any Regulatory Authority in the ordinary course of business; or

any matter to the extent required by law.

The Purchaser shall be deemed to have given its approval to a matter referred to in Clause 7.1 unless it notifies the Seller of its objection and its reasons for objecting within five (5) Business Days of receiving a written request for approval from the Seller.

To the extent not already completed at the date of this Agreement, the Seller shall and shall procure that the relevant members of the Seller’s Group and the Group shall, as soon as possible following the date of this Agreement (and in any event within twenty (20) Business Days of the date of this Agreement), assign (by way of satisfaction of the Permitted Dividend of the same amount) to the Seller the outstanding inter-company loan balance owed by the Seller to Smiths Medical Group Limited of £1,098,555,728.55 in full (the “Balance Sheet Reconciliation”).

Subject to applicable law and regulation, the Seller shall procure that (a) from the date of this Agreement, the Purchaser and its agents, advisers or representatives will (for the purposes of planning and preparing for Completion and the smooth running of the business of the Group from Completion) be provided promptly with information of a non-commercially sensitive nature about any Group Company that they may reasonably request (for such purpose) and access to the directors and senior management of the Company and where relevant the Seller’s Group (for such purpose) and, without prejudice to or without limiting the foregoing, and (subject to Clause 7.6) (b) from the date of the satisfaction of the Shareholder Consent Condition until Completion, the Purchaser and its agents, advisers or representatives will: (i) be provided promptly with any information as they shall reasonably request about any Group Company; (ii) be promptly apprised of any material development affecting any Group Company; (iii) be provided with access to the directors and senior management of the Company; (iv) and have access to the Books and Records of any Group Company and the Properties, provided that in each case, (A) any such access shall be during reasonable working hours only and any costs associated with such access shall be at the sole expense of the Purchaser; and (B) any such access or request for information shall not be permitted if it would cause or could reasonably be expected to cause a material disruption to the Business, employees or operations of the Group.

With respect to the obligation to provide information, notice and correspondence pursuant to Clause 7.5(b):

the Seller (nor any member of the Seller’s Group) shall not be required to disclose any information or material nor grant any such access where the Seller (nor any member of the Seller’s Group), acting reasonably, considers such disclosure or access would present a material competitive threat to the Group were Completion not to occur, provided that this paragraph shall not apply to any information that is intended to be provided pursuant to Clause 7.6(b); and

only with respect to commercially sensitive information, the Parties agree and acknowledge that an appropriate “clean team arrangement” (under which the relevant information shall be provided only to those persons which have been agreed to in writing between the Seller and the Purchaser (both acting reasonably and for these purposes it shall be unreasonable to withhold consent to the inclusion of any person in the “clean team arrangement” whose sight of the information to be provided under the “clean team arrangement” does not present an antitrust risk to any member of the Seller’s Group) shall be established as soon as reasonably practicable after the date of the Put Option Deed to facilitate the provision of information to (a) the agents, advisers and representatives of the Purchaser following the date of the Put Option Deed or (b) the Purchaser but only with effect from the date of satisfaction of the Shareholder Consent Condition.

Subject to Clause 7.6 and applicable law, the Seller shall procure that, from the Put Option Date until Completion, each Group Company will continue, diligently and in accordance with good business practice, to carry out the Remediation Works (and matters incidental thereto). Furthermore, without prejudice to the foregoing, the Seller shall procure that the Group engage a third party consultant, reasonably acceptable to the Purchaser as soon as reasonably practicable after the Put Option Date (to facilitate its dealings with the FDA and FDA establishment inspections).

In respect of any of the Seller’s or any Group Company’s correspondence or interaction with the FDA, solely in connection with the Remediation Works (and matters incidental thereto), the Seller shall (a) following the Put Option Date until the date of satisfaction of the Shareholder Consent Condition, provide to, or procure there is provided to the Purchaser’s nominated outside counsel (x) fortnightly updates of all material developments, and (y) prompt notice of and copies of any material written correspondence to or from the FDA (z) where practicable, copies of any proposed correspondence to the FDA; and (b) following the date of satisfaction of the Shareholder Consent Condition shall provide to or procure there is provided to the Purchaser such information described in (x) and (y) and (z) in this Clause 7.8(a) together with any written correspondence received or sent prior to the date of satisfaction of the Shareholder Consent Condition.

The Purchaser intends to nominate a UK incorporated subsidiary of the Purchaser (“UK Bidco”) to acquire the Shares at Completion. If the Purchaser wishes the Shares to be acquired by UK Bidco at Completion it shall notify the Seller in writing not less than five (5) Business Days prior to Completion providing the name, registered number and registered office of UK Bidco.

Completion

Completion shall take place on the Completion Date at the offices of the Seller’s Solicitors or at such other place as is agreed in writing by the Seller and Purchaser.

At Completion the Seller shall undertake those actions listed in Part 1 of Schedule 4 (Signing, Completion and Post-Completion Arrangements) and the Purchaser shall undertake those actions listed in Part 2 of Schedule 4 (Signing, Completion and Post-Completion Arrangements).

If the Seller (on the one hand) or the Purchaser (on the other) fails to comply with any material obligation in Schedule 4 (Signing, Completion and Post-Completion Arrangements) on the Completion Date, then the other Party shall not be obliged to complete this Agreement and may:

defer Completion for a period of up to ten (10) Business Days (with the provisions of this Clause 8 applying to Completion as so deferred);

proceed to Completion as far as practicable (without limiting its rights and remedies under this Agreement); or

provided Completion has been deferred at least once in accordance with Clause 8.3(a), treat this Agreement and the Put Option as terminated for breach of condition subject to, and on the basis set out in, Clause 17.2 (No Right to Rescind or Terminate).

Seller’s Warranties and Undertakings

The Seller warrants to the Purchaser that:

the Fundamental Warranties are true and accurate as at the date of this Agreement and as at the Completion Date and that, save as Disclosed, each of the other Warranties (other than the Fundamental Warranties) is true and accurate as at 02 August 2021 and any references to “date of this Agreement” in any of the Warranties (other than the Fundamental Warranties) in Schedule 5 (Warranties) shall be read and construed as “02 August 2021”; and

save as Disclosed, to the best of the actual (but not constructive or implied) knowledge of John Shipsey, Julian Fagge, Melanie Rowlands and Diana Houghton (with no requirement on any of the aforementioned to make any enquiries of any other person), there are no facts, matter or circumstances that have occurred or arisen in the period between 02 August 2021 and the Put Option Date which would make the Warranties untrue or inaccurate if the Warranties were repeated as at the date of this Agreement.

The Warranties are given subject to Clause 12 and Schedule 6 (Seller’s Limitations on Liability).

Any Warranties that are qualified by the knowledge, belief or awareness of the Seller shall mean the actual (but not constructive or imputed) knowledge, belief or awareness of the following persons and, in each case, in respect only of the Warranties identified below against their respective names (and shall carry no requirement to make enquiries of any other person):

Paragraph(s) of Schedule 5

Paragraph(s) of Schedule 5

The Purchaser acknowledges, for itself and on behalf of the Purchaser’s Group, that:

the Warranties set out in Schedule 5 (Warranties) or otherwise in any Transaction Document are the only warranties given by the Seller;

the only Warranties given in respect of Taxation issues, or any related claims, liabilities or other matters, are the Tax Warranties;

in entering into this Agreement and the Transaction Documents, the Purchaser has not relied upon, and is not relying upon any statement, representation, warranty, assurance, covenant, indemnity, undertaking, commitment or any other provision (whether written or oral, express or implied) which is not expressly set out in this Agreement or any other Transaction Document; and

without limiting the generality of the foregoing, the Purchaser acknowledges that the Seller makes no representation or warranty with respect to budgets, business plans, forward-looking statements and any other projections of a financial, technical, commercial or operational nature relating to the Business or the Group.

The Seller shall use its commercially reasonable endeavours to procure that immediately following Completion each Group Company shall be unconditionally and irrevocably released in full from its respective obligations under any guarantee, security interest, indemnity, support letter or other contingent obligation, including without limitation the grant of collateral, given or undertaken by any Group Company in relation to or arising out of any obligations or liabilities of the Seller’s Group (the “Group Commitments”), including those (without limitation) set out in Schedule 10 (Group Commitments) which shall not have been released on or prior to Completion, each such release to be in form and substance satisfactory to the Purchaser.

The Seller undertakes to indemnify and hold the Purchaser and each other member of the Purchaser’s Group harmless from and against all Losses suffered or incurred by it after Completion in relation to or arising out of the Group Commitments, to the extent that the Group Commitments are not released at or prior to Completion.

The Seller hereby warrants and undertakes for itself and on behalf of the Seller’s Group to the Purchaser for itself and as agent and trustee for each employee, director or officer of any of the Purchaser’s Group (each a “Purchaser Relevant Person”) that other than with respect to the terms of this Agreement, any other direct contractual obligation existing between the Seller and the Purchaser Relevant Person and in the absence of fraud, the Seller:

has no rights against (and waives any rights it may have against); and

may not make a claim against (and waives any claim it may have against),

Beijing Lease

Wrong Pockets

The Seller hereby warrants and undertakes for itself and on behalf of the Seller’s Group that to the extent that, any asset (including cash) which relates or is attributable, exclusively, to the Group or any Group Company is at any time during the three (3) years following the Completion Date, found to be held or received by the Seller’s Group, it shall procure that the relevant member of the Seller’s Group shall execute all such agreements or documents and take any such actions as may be necessary for the purpose of transferring the relevant interest in such asset to the Group as soon as practicable and in no event later than ten (10) days from the discovery of such asset.

The Purchaser hereby warrants and undertakes for itself and on behalf of the Purchaser’s Group that to the extent that, any asset (including cash) which relates or is attributable, exclusively, to the Seller or any member of the Seller’s Group is at any time during the three (3) years following the Completion Date, found to be held or received by the Purchaser’s Group, it shall procure that the relevant member of the Purchaser’s Group shall execute all such agreements or documents and take any such actions as may be necessary for the purpose of transferring the relevant interest in such asset to the Seller’s Group as soon as practicable and in no event later than ten (10) days from the discovery of such asset.

Seller’s Limitations on Liability

Tax Covenant

W&I Insurance and Recourse to Seller

It is agreed and acknowledged that if the Purchaser enters into a W&I Policy it shall contain a waiver from the W&I Insurer waiving all its rights (or an express statement that it has no such rights) to take subrogated action or to exercise rights assigned to it against the Seller’s Group in relation to any claim for breach of the Warranties under Clause 9.1 (excluding the Fundamental Warranties and the Preferential Warranties), other than in the event of fraud or fraudulent misrepresentation by the Seller, and then only to the extent that the Claim arises or is increased directly as a result of fraud or fraudulent misrepresentation.

The Purchaser:

shall not agree to any amendment, variation or waiver of the waiver referred to in Clause 14.1 (or do anything which has a similar effect) without the prior written consent of the Seller (such consent not to be unreasonably withheld or delayed);

shall not novate, or otherwise assign its rights with respect to the waiver referred to in Clause 14.1 (or do anything which has similar effect) or do anything which causes the waiver referred to in Clause 14.1 not to have full force and effect in accordance with its terms; and

shall, without limitation to any right of the Seller to separately enforce such terms, use its best endeavours to enforce any term in the W&I Policy under which the W&I Insurer waives its rights to take subrogated action against the Seller upon the terms set out in the W&I Policy.

The Parties agree that notwithstanding any other provision of this Agreement, the Purchaser’s sole recourse in respect of any Ordinary Warranty Claim (excluding the Relevant Claims) shall be under the W&I Policy, save in the case of the first US$1.00 due in respect of all Ordinary Warranty Claims (excluding the Relevant Claims), or in the case of fraud or fraudulent misrepresentation by the Seller.

The Purchaser acknowledges and agrees that the Seller shall not be liable to pay any excess or any of the costs relating to the W&I Policy (or, for the avoidance of doubt, any title insurance).

The Parties agree that notwithstanding any other provision of this Agreement, in respect of the Relevant Claims, the Purchaser’s recourse in respect of any Relevant Claim shall be directly to the Seller, subject to Schedule 6 (Seller’s Limitations on Liability).

Purchaser’s Warranties and Undertakings

The Purchaser warrants to the Seller that each of the Purchaser’s Warranties is true and accurate as at the Put Option Date and that each of the Purchaser’s Warranties set out at paragraph 5 of Schedule 7 (Purchaser’s Warranties) is true and accurate as at the Put Option Date and shall be true and accurate as at the Completion Date.

Limitations on Quantum on Purchaser Warranty Claims

De minimis: the Purchaser shall have no liability in respect of any matter or Purchaser Warranty Claim for breach of any of the Specified Purchaser Warranties unless the aggregate amount of the damages which can be claimed by the Purchaser in relation to such matter or Claim (or series of closely related matters or Claims) exceeds US$2,000,000;

Threshold: the Purchaser shall have no liability for breach of any of the Specified Purchaser Warranties unless and until the aggregate amount of the damages which can be claimed by the Seller (in respect of matters or Claims above the de minimis amount referred to in Clause 15.2(a) above) exceeds US$12,500,000. If the aforementioned thresholds are reached, the Purchaser shall be liable for the entire amount of the damages relating to the relevant category of Claims;

Maximum liability (cap): The maximum aggregate amount for which the Purchaser can be held liable for Purchaser Warranty Claims is US$75,000,000.

Time Limits on Purchaser Warranty Claims

Other matters

The Purchaser shall not be liable for any Purchaser Warranty Claim to the extent that allowance, provision or reserve has been specifically made in its published audited financial statements for the matter giving rise to such Purchaser Warranty Claim.

The Purchaser shall not be liable for any Purchaser Warranty Claim based upon a liability which is contingent unless and until such contingent liability becomes an actual liability and is due and payable.

The Purchaser shall not be liable for any Purchaser Warranty Claim to the extent that the liability arises or is increased as a result of any legislation not in force at the date of this Agreement.

Nothing in Clauses 15.2, 15.3 or this Clause 15.4 applies to a Purchaser Warranty Claim that arises or is delayed as a result of fraud by the Purchaser, any other member of the Purchaser’s Group, or any of their respective officers or employees.

The Purchaser shall at its own cost:

within one hundred and eighty days (180) days of the Completion Date procure that the names of the Company and, if applicable, any Group Company (other than those Group Companies which are permitted to use “Smiths Medical” in their corporate names in accordance with the TMLA) is changed to a name which does not include “Smiths” or any name which, in the opinion of the Seller, is capable of being confused with “Smiths”;

during the term of the TMLA, procure that the only use made by any members of the Purchaser’s Group of any of the Smiths Trade Marks is made in accordance with the TMLA and only by those members of the Purchaser’s Group which are permitted to do so under the TMLA; and

following the termination or expiry of the TMLA and any post-termination sell-off period contained in the TMLA, procure that:

no member of the Purchaser’s Group shall use any of the Smiths Trade Marks or any other mark, logo, name, domain name, symbol or design which is capable of being confused with any of the Smiths Trade Marks for any reason whatsoever; and

other than references to the historical connection between the Group and the Seller’s Group all references to any member of the Seller’s Group wherever and however any such reference is made by the Purchaser’s Group in connection with the Group are immediately removed,

The Purchaser undertakes to the Seller that it shall, and shall procure that each member of the Purchaser’s Group will, preserve for a period of the earlier of (i) seven (7) years from Completion or (ii) so long as the Purchaser’s Group continues to own the relevant Group Companies all books, records and documents of or relating to the Company and each of the Subsidiaries existing at Completion (together the “Books and Records”). The Purchaser shall during such period, upon being given reasonable notice (and in any event within ten (10) Business Days of written notice being given to the Purchaser by the Seller), permit the Seller and its agents, representatives and professional advisers with reasonable access to, and the right to inspect and to make copies of, any Books and Records, for the purposes of allowing the Seller to comply with its obligations under any applicable law, rule, regulation, rules of any applicable stock exchange, governmental body or Regulatory Authority or for Taxation purposes.

In the event that any proceeding, enquiry or investigation of any judicial or regulatory authority is pending at the time of expiry of the period of seven (7) years from Completion, or if at such time the Seller is in the process of using any Books and Records in connection with satisfying applicable laws or regulations, the Seller shall be entitled to continuing access to the Books and Records on the same terms as provided in Clause 15.6 for a further period until completion of the relevant enquiry, investigation or other event.

If Completion does not take place, the Purchaser undertakes to the Seller that it shall forthwith hand over, or procure the handing over of, all books, records, documents and papers of or relating to the Seller’s Group which shall have been made available to it and all copies or other records derived from such materials and that it shall remove any information derived from such materials or otherwise concerning the subject matter of this Agreement from any computer, word processor or other device containing information.

The Purchaser shall use its commercially reasonable endeavours to procure that immediately following Completion:

the Seller and each other member of the Seller’s Group shall be unconditionally and irrevocably released in full from their respective obligations under any guarantee, security interest, indemnity, support letter or other contingent obligation, including without limitation the grant of collateral, given or undertaken by any member of the Seller’s Group in relation to or arising out of any obligations or liabilities of any Group Company (the “Seller Commitments”) including those (without limitation) set out in Schedule 11 (Seller Commitments) which shall not have been released on or prior to Completion, each such release to be in form and substance satisfactory to the Seller; and

the Purchaser shall enter into replacement obligations with the relevant counterparty to such Seller Commitments as soon as reasonably practicable following Completion.

The Purchaser undertakes to indemnify and hold the Seller and each other member of the Seller’s Group harmless from and against all Losses suffered or incurred by it after Completion in relation to or arising out of the Seller Commitments, to the extent that the Seller Commitments are not released (or replaced by the Purchaser) at or prior to Completion.

In the event that the Seller, at any time after the date of this Agreement, should wish to take out insurance against any liability which may arise under this Agreement, the Purchaser undertakes promptly to provide to the Seller such information as the prospective insurer may reasonably require before effecting such insurance.

The Purchaser undertakes to the Seller that it will:

not, without the prior written consent of the Seller (such consent not to be unreasonably withheld or delayed), terminate, change, vary or amend in any way any provisions of the Purchaser Debt Finance Documents in any manner which could reasonably be expected to prejudice its ability to draw down funds under the Purchaser Debt Finance Documents to finance its payment obligations on Completion pursuant to this Agreement or cause the agreements to which the Purchaser Debt Finance Documents pertain to be withdrawn by the providers of such financing sources; provided, however, that for the avoidance of doubt, the Purchaser may, without the prior written consent of the Seller, amend the Purchaser Debt Finance Documents to (i) add lenders, arrangers, bookrunners or similar entities that have not executed the Purchaser Debt Finance Documents as of the date of this Agreement and to grant to such persons such approval rights as are customarily granted to additional lenders, arrangers, bookrunners or similar entities and (ii) correct typographical errors;

not breach any of its material undertakings under the Purchaser Debt Finance Documents in a manner which would prejudice the Purchaser’s ability to obtain the proceeds of drawdowns of funds thereunder to finance its payment obligations on Completion pursuant to this Agreement;

use its reasonable efforts to enforce its rights under the Purchaser Debt Finance Documents in order to allow it to draw down immediately available funds in an amount available therefrom to finance its payment obligations on Completion pursuant to this Agreement, provided that such reasonable efforts shall not require the Purchaser to bring any legal proceedings against the providers of the Purchaser Debt Finance to enforce the Purchaser’s rights under the Purchaser Debt Finance Documents; and

use such funds, among other permitted uses, to make the payments to be made by the Purchaser pursuant to this Agreement.

The Purchaser hereby warrants and undertakes for itself and on behalf of the Purchaser’s Group to the Seller for itself and as agent and trustee for each employee, director or officer of any of the Seller’s Group and/or any member of the Group (each a “Seller Relevant Person”) that other than with respect to the terms of this Agreement, any other direct contractual obligation existing between the Purchaser and the Seller Relevant Person and in the absence of fraud, the Purchaser:

has no rights against (and waives any rights it may have against); and

may not make a claim against (and waives any claim it may have against),

The Purchaser shall procure that the shares of Purchaser Common Stock constituting the Consideration Shares be approved for listing on the Nasdaq Global Select Market, subject to official notice of issuance.

Restrictions on the Seller and the Purchaser

Except as provided in Clause 16.2, the Seller shall not and shall procure that no other member of the Seller’s Group shall, without the prior written consent of the Purchaser (such consent not to be unreasonably withheld or delayed):

neither prior to Completion nor within thirty-six (36) months following the Completion Date (except as (i) holder of not more than five (5) per cent. of any class of shares of a person which is dealt in on any investment exchange or (ii) holder of the Consideration Shares) carry on or be directly engaged in any business in any jurisdiction which directly competes with the Business;

neither prior to Completion nor within thirty-six (36) months following the Completion Date solicit the custom of any person who is a customer or client of any Group Company in relation to those goods sold or services provided by any Group Company during the period prior to Completion; or

neither prior to Completion nor within twenty-four (24) months following the Completion Date, solicit any person who is or was employed as a director or senior manager of any Group Company as at the Completion Date.

Nothing in this Clause 16 shall prevent or restrict any member of the Seller’s Group from:

carrying on the Unrestricted Business;

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 does not exceed twenty (20) per cent. of the aggregate turnover of the Acquired Entity during that accounting period and does not exceed, when aggregated with all other Acquired Entities, five (5) per cent of the Seller’s Group turnover during that accounting period;

any general advertisement to the public of employment by any member of the Seller’s Group to which any person referred to in Clause 16.1(c) responds, provided that such

carrying on its present business(es) (other than in respect of the Group) or any development of its present business(es) provided that such development does not compete with the Business (other than as provided in paragraphs (a) or (b) above); or

trading with any of its existing customers or clients or any future customers or clients provided it does not do so in direct competition with any Group Company.

The Purchaser shall not and shall procure that no other member of the Purchaser’s Group shall, without the prior written consent of the Seller (such consent not to be unreasonably withheld or delayed), neither prior to Completion nor within thirty-six (36) months following the Completion Date, solicit any person who is or was employed as a director or senior manager by any member of the Seller’s Group as at the Completion Date, provided that nothing in this Clause 16.3 shall prevent or restrict any member of the Purchaser’s Group from any general advertisement to the public of employment by any member of the Purchaser’s Group to which any person referred to in this Clause 16.3 responds, provided that such advertisement is not specifically targeted at the Seller nor any member of the Seller’s Group nor any person employed by any such member at the Completion Date.

No Right to Rescind or Terminate

Save for the Parties’ express right to terminate in Clause 4.10 (Conditions) or Clause 8.3(c) (Completion) referred to in Clause 17.2 below, neither Party shall be entitled to rescind or terminate this Agreement, whether before or after Completion, and each Party waives all and any rights of rescission which it may have in respect of any matter to the full extent permitted by law, other than such rights in respect of fraud. Without prejudice to the generality of the foregoing, each Party agrees that the remedy of rescission is excluded in relation to all matters and shall not be available, save in respect of fraud.

If this Agreement is terminated by a Party in accordance with:

Clause 4.10 (Conditions); or

Clause 8.3 (Completion),

Financing Cooperation

The Seller shall and shall cause the Company and its Subsidiaries and its and their Representatives, including legal, tax, regulatory and accounting to provide to the Purchaser all cooperation reasonably requested by the Purchaser in connection with the Purchaser Debt Finance, including the following: (i) reasonable access to senior officers of the Company and/or its Subsidiaries for the purposes of rating agency presentations, lender presentations and due diligence sessions; (ii) in respect of the Company and its Subsidiaries (only), reasonably cooperating with the marketing efforts of the Purchaser and the Debt Financing Sources; (iii) furnishing on a confidential basis to the Purchaser and the Debt Financing Sources as promptly as reasonably practicable the Accounts and any other information or documents necessary for the preparation of customary bank information memoranda or offering documents reasonably required in connection with the Purchaser Debt Finance; (iv) providing financial information

reasonably regarded as confidential to the activities of the Seller otherwise than in relation to the Company and its Subsidiaries; or

commercially sensitive information of the Company and its Subsidiaries if such information cannot be shared with the Purchaser prior to Completion in compliance with applicable law.

Notwithstanding anything in this Agreement to the contrary, none of the Seller, the Company or the Company’s Subsidiaries shall (i) be required to pay any commitment or other similar fee in connection with the Purchaser Debt Finance prior to Completion (unless subject to reimbursement by the Purchaser); (ii) have any liability or obligation under any agreement or any document related to the Purchaser Debt Finance prior to Completion (other than in connection with any historical financial information or data regarding the Company and its Subsidiaries and only to the extent set out in this Agreement); (iii) be required to take any action that would conflict with, violate or result in a material breach of or material default under this Agreement or any applicable law binding on any of the Seller, the Company and its Subsidiaries; (iv) be required to cause any director or manager of any of the Seller, the Company and its Subsidiaries to pass resolutions or consents to approve or authorise the execution of the Purchaser Debt Finance that are not contingent upon Completion; or (v) be required to take any action that would unreasonably interfere with the conduct of the business of the Seller, the Company and its Subsidiaries.

The Seller hereby expressly authorises the use of the financial statements and other information and data to be provided to the Purchaser and the Debt Financing Sources in connection with the Purchaser Debt Finance and the Seller is not aware of any limitation on the use of such financial statements required by the Debt Financing Sources. The Seller shall promptly provide the Purchaser with electronic versions of the trademarks, service marks and corporate logos of the Company and its Subsidiaries for use in marketing materials for the Purchaser Debt Finance and the Seller hereby consents to the use of the Company and its Subsidiaries’ logos in connection with the Purchaser Debt Finance; provided that such logos are used solely in a manner that is not intended to, nor reasonably likely to, harm or disparage the Seller or the Company.

Insurance

The Seller shall and shall procure that each Group Company and each member of the Seller’s Group shall continue in force all pre-existing insurance cover in respect of the Group Companies or the businesses or assets of the Group Companies maintained by them up to and including the Completion Date.

With effect from Completion, all insurance cover previously maintained by the Seller’s Group in respect of the Group or the Business shall cease and the Purchaser and the Group shall have no rights after Completion to make any recovery in respect of any such cover for insured events occurring before Completion.

Business Information

To the extent that any information reasonably required for the Business is not in the possession of the Purchaser’s Group but remains held by the Seller’s Group, then for a period of at least seven (7) years following the Completion Date the Seller shall use its reasonable endeavours to procure that, subject to the Purchaser giving such undertakings as to confidentiality as the Seller may reasonably require, copies of such information are provided to the Purchaser as soon as reasonably practicable following a written request for such information by the Purchaser, provided that this requirement shall not apply to any information which if provided would or, in the opinion of the Seller, may:

result in a material breach of contract or material breach of confidence owed to a third party; or

be a material detriment to the business of the Seller’s Group.

The Purchaser shall indemnify and hold the Seller harmless from and against all Losses suffered or incurred by it in complying with its obligations under this Clause 20.

Confidentiality

Save as expressly provided in Clause 21.3, the Seller shall, and shall procure that each member of the Seller’s Group shall, treat as confidential the provisions of the Transaction Documents, and all information it has received or obtained relating to the Purchaser’s Group as a result of negotiating or entering into the Transaction Documents and, with effect from Completion, all information it possesses relating to each Group Company, and shall not disclose or use any such information.

Save as expressly provided in Clause 21.3, the Purchaser shall, and shall procure that each member of the Purchaser’s Group shall, treat as confidential the provisions of the Transaction Documents, and all information it has received or obtained about the Seller’s Group as a result of negotiating or entering into the Transaction Documents and, at all times prior to Completion, all information it possesses relating to each Group Company, and shall not disclose or use any such information.

A Party may disclose, or permit the disclosure of, information which would otherwise be confidential if and to the extent that it:

is disclosed to Agents of that Party or to other members of the Relevant Party’s Group, if this is reasonably required in connection with this Agreement (and provided that such persons are required to treat that information as confidential); or

is required by law, any recognised stock exchange, regulatory or governmental body or Taxation Authority; or

was already in the lawful possession of that Party or its Agents without any obligation of confidentiality (as evidenced by written records) (provided that this would not apply to any information about any Group Company); or

is disclosed by the Purchaser to any member of the Purchaser’s Group or to any of their respective shareholders, partners, managers, investors, limited partners or potential investors in any connected fund provided such person undertakes to comply with the provisions of this Clause 21 in respect of such information as if it were a party to this Agreement; or

is disclosed for the purposes of any judicial or arbitral proceedings arising out of any Transaction Document; or

the disclosure is made to professional advisers or actual or potential debt or equity financiers of any Party or of any member of a Relevant Party’s Group on a need to know basis provided that such person undertakes to comply with the provisions of this Clause 21 in respect of such information as if it were a party to this Agreement; or

is disclosed to the W&I Insurer on a confidential basis for the purposes of the W&I Policy; or

is in the public domain at the date of this Agreement or comes into the public domain other than as a result of a breach by a Party of this Clause 21,

The confidentiality restrictions in this Clause 21 shall continue to apply after the termination of this Agreement pursuant to Clause 4.10 (Conditions) or Clause 8.3(c) (Completion) without limit in time.

Announcements

Other than the Agreed Form Announcements and save as expressly provided in Clause 22.2, no announcement shall be made by or on behalf of either Party or a member of the Relevant Party’s Group relating to the terms of the Transaction Documents without the prior written approval of the other Party, such approval not to be unreasonably withheld, conditioned or delayed.

A Party may make an announcement relating to the terms of the Transaction Documents if (and only to the extent) required by the law of any relevant jurisdiction or any securities exchange, regulatory or governmental body provided that prior written notice of any announcement required to be made is given to the other Party, in which case such Party shall take all steps as may be reasonable in the circumstances to agree the contents of such announcement with the other Party prior to making such announcement.

Assignment

Subject to Clause 23.2, no Party may assign, transfer, create an Encumbrance over, declare a trust of or otherwise dispose of all or any part of its rights and benefits under this Agreement or any other Transaction Document (including any cause of action arising in connection with any of them) or of any right or interest in any of them.

The Purchaser may assign (in whole or in part) all or any of its rights and benefits under this Agreement to:

any other member of the Purchaser’s Group provided that, if such assignee ceases to be a member of the Purchaser’s Group, all benefits relating to this Agreement assigned to such assignee shall be deemed automatically by that fact to be re-assigned to the Purchaser immediately before such cessation; and

any bank or financial institution or other person by way of security for the purposes of or in connection with the financing or refinancing (whether in whole or in part) by the Purchaser of the acquisition of the Shares,

Further Assurance

Entire Agreement

This Agreement, together with the Transaction Documents and any other documents referred to in this Agreement or any Transaction Document, constitutes the whole agreement between the Parties and supersedes any previous arrangements or agreements between them relating to the sale and purchase of the Shares.

Each Party confirms that it has not entered into this Agreement or any other Transaction Document on the basis of any representation, warranty, undertaking or other statement whatsoever by the Party or any of its Related Persons which is not expressly incorporated into this Agreement or the relevant Transaction Document and that, to the extent permitted by law, a Party shall have no right or remedy in relation to action taken in connection with this Agreement or any other Transaction Document other than pursuant to this Agreement or the relevant Transaction Document and each Party waives all and any other rights or remedies.

A Party’s only right or remedy in respect of any provision of this Agreement or any other Transaction Document shall be for breach of this Agreement or that Transaction Document.

Save for any claim under or for breach of this Agreement or any other Transaction Document, neither Party nor any of its Related Persons shall have any right or remedy, or make any claim, against the other Party nor any of its Related Persons in connection with the sale and purchase of the Shares.

In this Clause 25, “Related Persons” means, in relation to a Party, members of the Relevant Party’s Group and the Agents of that Party and of members of the Relevant Party’s Group.

Nothing in this Clause 25 shall operate to limit or exclude any liability for fraud.

Severance and Validity

Variations

Remedies and Waivers

No waiver of any right under this Agreement or any other Transaction Document shall be effective unless in writing. Unless expressly stated otherwise a waiver shall be effective only in the circumstances for which it is given.

No delay or omission by any Party in exercising any right or remedy provided by law or under this Agreement, save to the extent otherwise provided in Schedule 6 (Seller’s Limitations on Liability), shall constitute a waiver of such right or remedy.

The single or partial exercise of a right or remedy under this Agreement shall not preclude any other nor restrict any further exercise of any such right or remedy.

The rights and remedies provided in this Agreement are cumulative and do not exclude any rights or remedies provided by law except as otherwise expressly provided.

Effect of Completion

Third Party Rights

Save as expressly provided in Clause 30.2, a person who is not a Party or its successor or permitted assignee shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the terms of this Agreement.

Clauses 15.8 and 15.13 and Clause 21 (Confidentiality) are intended to benefit members of the Seller’s Group and Clause 25 (Entire Agreement) is intended to benefit a Party’s Related Persons, and each such Clause shall be enforceable by any of them under the Contracts (Rights of Third Parties) Act 1999, subject to the other terms and conditions of this Agreement.

The Parties may amend or vary this Agreement in accordance with its terms without the consent of any other person.

Payments as adjustments to the Consideration

Costs and Expenses

Stamp Duty, Transfer Taxes and Fees

Grossing up

All sums payable under this Agreement shall be paid free and clear of all deductions, withholdings, set-offs or counterclaims whatsoever save only as may be required by law or as otherwise agreed.

If any deductions or withholdings are required by law from any payment under this Agreement (other than payment of interest), the payor shall be obliged to pay to the recipient such sum as will after such deduction or withholding has been made leave the recipient with the same amount as it would have been entitled to receive in the absence of any such requirement to make a deduction or withholding, provided that if any Party has assigned or novated or declared a trust in respect of the benefit in whole or in part of this Agreement in accordance with Clause 23 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 other Parties under this Clause 34.2 shall be limited to that (if any) which it would have been had no such assignment, novation, declaration of trust or change taken place.

The recipient or expected recipient of a payment under this Agreement shall claim from the appropriate Taxation Authority any exemption, rate reduction, refund, credit or similar benefit (including pursuant to any relevant double tax treaty) to which it is entitled in respect of any deduction or withholding in respect of which a payment has been or would otherwise be required to be made pursuant to Clause 34.2 and, for such purposes, shall, within any applicable time limits, submit any claims, notices, returns or applications and send a copy of them to the payor.

If the recipient of a payment made under this Agreement receives a credit for or refund of any Taxation payable by it or similar benefit by reason of any deduction or withholding for or on account of Taxation in respect of which payment has been made under Clause 34.2, then it shall reimburse to the payor such part of such additional amounts paid pursuant to Clause 34.2 as the recipient of the payment determines (acting reasonably) will leave it (after such reimbursement) in no better and no worse position than would have arisen if the payor had not been required to make such deduction or withholding.

VAT

Default Interest

Notices

Any notice or other communication to be given under or in connection with this Agreement (“Notice”) shall be in the English language in writing and signed by or on behalf of the Party giving it. A Notice may be delivered personally or sent by pdf attachment to email, pre-paid recorded delivery or international courier to the address or email address provided in Clause 37.3, and marked for the attention of the person specified in that Clause.

A Notice shall be deemed to have been received:

at the time of delivery if delivered personally;

two (2) Business Days after the time and date of posting if sent by pre-paid recorded delivery;

three (3) Business Days after the time and date of posting if sent by international courier; or

at time of sending, if sent by email, provided that receipt shall not occur if the sender receives an automated message indicating that the message has not been delivered to the recipient,

The addresses and other details for service of Notice are:

Purchaser:

A Party shall notify the other Party of any change to its details in Clause 37.3 in accordance with the provisions of this Clause 37, provided that such notification shall only be effective on the later of the date specified in the notification and five (5) Business Days after deemed receipt.

Counterparts

Time of the Essence

Governing Law and Arbitration

This Agreement, including the arbitration agreement contained within this Clause 40, including any non-contractual obligations arising out of or in connection with this Agreement, is governed by and shall be construed in accordance with English law.

The Parties agree that, in respect of any claim, dispute or difference of whatever nature arising under, out of, or in connection with this Agreement, the Seller Disclosure Letter or the Seller Updated Disclosure Letter (including a claim, dispute or difference regarding the existence, termination or validity of this Agreement, the Seller Disclosure Letter or the Seller Updated Disclosure Letter or any non-contractual obligations arising out of or in connection with this Agreement, the Seller Disclosure Letter or the Seller Updated Disclosure Letter) (a “Dispute”), the provisions of this Clause 40 shall apply. Any Party may notify the other Party in writing of a Dispute (a “Dispute Notice”), whereupon the Parties shall attempt to resolve the Dispute amicably by negotiation, for a period of twenty (20) Business Days from the date of the Dispute Notice (the “Resolution Period”).

If a full and final binding written agreement in settlement of the Dispute has not been entered into during the Resolution Period, the Parties agree that the Dispute shall be referred to and finally settled by arbitration in accordance with the London Court of International Arbitration (“LCIA”) Rules (the “Rules”) as in force as the date of this Agreement and as modified by this Clause, which Rules shall be deemed incorporated into this Clause. The seat of arbitration shall

The number of arbitrators shall be three. The claimant(s) (collectively if there is more than one claimant) and respondent(s) (collectively if there is more than one respondent) (each an “Arbitration Party” and together the “Arbitration Parties”), shall first attempt to agree on the identity of all three arbitrators. If the Arbitration Parties have not reached an agreement as to the identity of all three arbitrators within a period of twenty (20) Business Days following the date of the Request for Arbitration, the arbitrators shall be appointed in accordance with the following procedure:

one arbitrator shall be nominated by the claimant(s) and one arbitrator shall be nominated by the respondent(s) and such nominations shall be made within ten (10) Business Days from the date of expiry of the period of twenty (20) Business Days for the parties to attempt to agree the identity of all three arbitrators;

following confirmation from the LCIA Court of the appointment of the Arbitration Parties’ nominated arbitrators (the “Co-Arbitrators”), the third arbitrator, who shall act as presiding arbitrator, shall be nominated as follows:

each Arbitration Party shall send to the Co-Arbitrators a list proposing five (5) candidates for the position of presiding arbitrator (in alphabetical order of surname) by 5pm London time, ten (10) Business Days following confirmation of the appointment of the Co-Arbitrators (the “List Exchange”);

the Co-Arbitrators shall review the names of the candidates proposed by each Arbitration Party;

if one (and only one) common candidate has been proposed by both Arbitration Parties, that candidate will be designated to act as the presiding arbitrator;

in the event that no common candidate or more than one common candidate has been selected, each Arbitration Party shall send to the Co-Arbitrators (but not to the other Arbitration Party) that Arbitration Party’s ranking of the candidates for presiding arbitrator by 5pm London time on the date that is ten (10) Business Days following the List Exchange;

each Arbitration Party shall rank the candidates from its own list and the list of the opposing Arbitration Party and shall give each of the ten (10) candidates a rank from one (1) to ten (10), with one (1) indicating most preferred candidate and ten (10) indicating the least preferred candidate;

following receipt of the ranking from the Arbitration Parties, the Co-Arbitrators shall identify the highest-ranking candidate, i.e., the candidate with the lowest aggregate score;

if one candidate has the lowest aggregate score, that candidate shall be designated to act as the presiding arbitrator;

if more than one candidate has the same lowest aggregate score, the Co-Arbitrators shall agree between themselves which of the candidates shall act as a presiding arbitrator;

the Co-Arbitrators shall communicate the name of the presiding arbitrator to the Arbitration Parties and the LCIA Court for confirmation by 5pm London time, five (5) Business Days following receipt of the Arbitration Parties’ rankings; and

in the event that the Co-Arbitrators are not able to reach agreement on the presiding arbitrator within five (5) Business Days, then the LCIA Court shall be asked to decide upon the presiding arbitrator from the candidates with the same lowest aggregate score.

Agent for Service of Process

The Purchaser irrevocably appoints Baker & McKenzie LLP of 100 New Bridge Street, London EC4V 6JA as its agent for service of process in England.

If any person appointed by the Purchaser as agent for service of process ceases to act as such the Purchaser shall immediately appoint another person to accept service of process on its behalf in England and notify the Seller of such appointment. If it fails to do so within ten (10) Business Days, the Seller shall be entitled by notice to the Purchaser to appoint a replacement agent for service of process.

Company name

Company number

Date and place of incorporation

Registered address

Shareholder(s)

Directors

•   Nigel Bark

•   Louis Jones

•   James Mortensen

Company name

Company number

Date and place of incorporation

Registered address

Shareholder(s)

Directors

•   Nigel Bark

•   Louis Jones

•   James Mortensen

Company name

Company number

Date and place of incorporation

Registered address

Shareholder(s)

Directors

•   Nigel Bark

•   Louis Jones

Company name

Company number

Date and place of incorporation

Registered address

Shareholder(s)

Directors

•   Nigel Bark

•   Louis Jones

Company name

Company number

Date and place of incorporation

Registered address

Shareholder(s)

Directors

•   Wilson Constantine

•   Jeff Vogel

•   JehanZeb Noor

Company name

Company number

Date and place of incorporation

Registered address

Shareholder(s)

Directors

•   Nigel Bark

•   Louis Jones

Company name

Company number

Date and place of incorporation

Registered address

Shareholder(s)

Directors

•   Nigel Bark

•   Louis Jones

Company name

Company number

Date and place of incorporation

Registered address

Shareholder(s)

Directors

•   Nigel Bark

•   Louis Jones

Company name

Company number

Date and place of incorporation

Registered address

Shareholder(s)

•   Smiths Medical Group Limited (100%)

Directors

•   Nigel Bark

•   Louis Jones

•   Jonathan White

Company name

Company number

ACN 083 515 235

ABN 97 083 515 235

Date and place of incorporation

Registered address

Shareholder(s)

Directors

•   Louis Jones

•   Jared Levy

•   Lachlan Morris

Company name

Company number

Date and place of incorporation

Registered address

Shareholder(s)

Directors

•   Louis Jones

•   Gernot Gruber-Nadlinger

Company name

Company number

Date and place of incorporation

Registered address

Shareholder(s)

•   Smiths Medical Group Limited (0.80%)

•   Smiths Medical Nederland B.V. (99.20%)

Directors

•   Philippe Biaussat

•   Louis Jones

Company name

Company number

Date and place of incorporation

Registered address

Shareholder(s)

•   Smiths Medical Group Limited (9,326,601.00 Ordinary shares)

•   Smiths Medical Deutschland GmbH (1.00 Ordinary shares)

Directors

•   Fabio Doria

•   Ana Ferraz

Company name

Company number

Date and place of incorporation

05 August 1985 (Canada)

•   31 August 2005 - Amalgamation of Medex Canada Inc (merging with Smiths Medical Canada Limited)

Registered address

Shareholder(s)

Directors

•   Wilson Constantine

•   Beth Pasceri

•   Jeff Vogel

•   Ted Wan

•   Louis Jones

Directors

•   Louis Jones

•   Ted Wan

•   Ted Wan

•   Louis Jones

•   Zhenyu Zhao

•   Nigel Bank (Chairman)

•   Louis Jones

•   Roderick Hopkins

•   Delphine Jeanne Marion Lagrange-Stenfort

•   Louis Jones

•   Philippe Biaussat

•   Louis Jones

•   Nigel Bank

•   Louis Jones

•   Nigel Bank

•   Graseby Medical Limited (0.10%)

•   Smiths Medical Group Limited (99.90%)

•   Louis Jones

•   Wilson Constantine

•   Smiths Medical Singapore Pte Limited (99.00%)

•   Smiths Medical Group Limited (1.00%)

•   Yash Kaul

•   Ashish Singh

•   Jared Levy

•   Louis Jones

•   Andrew Rogers

•   Louis Jones

•   Albert Valenti

•   Louis Jones

•   Albert Valenti

•   Enrico Valleriani (Chairman)

•   Smiths Medical Group Limited (90%)

•   Smiths Medical ASD, Inc. (10%)

•   Jared Levy

•   Katsuyuki Matsukawa (Representative Director and Director)

•   Wilson Constantine

•   SI Overseas Holdings Limited (4,999 Series B and 13,252,302 Series B-1)

•   Smiths Medical Group Limited (10 Series B-1)

•   Smiths Medical ASD Inc. (1 Series B)

•   Jeff Vogel

•   Jorge Hernandez

•   Philippe Biaussat

•   Louis Jones

•   Delphine Stenfort

•   Louis Jones

•   Andre Patrao

•   Albert Valenti

•   Smiths Medical Group Limited (4,430,114 shares)

•   Smiths Medical International Limited (1 share)

•   Louis Jones

•   Gerald Singham

•   Louis Jones

•   Andre Patrao

•   Albert Valenti

•   Nigel Bark

•   Roderick Hopkins

•   Louis Jones

•   Nicolai Happe

•   Louis Jones

•   Gitte Larsen

•   Thomas Hentz

•   Jeff Vogel

•   Wilson Constantine

•   JehanZeb Noor

•   Jeff Vogel

•   Wilson Constantine

Shareholder Consent

Merger Control Clearance

FDI Control Clearance

Note to W&C: final analysis on going.

Termination of Trulli SPA

any payments that are required to be made in order to comply with the terms of this Agreement or that are otherwise expressly provided for under the terms of this Agreement;

any payments or matters expressly provided for in the Locked Box Accounts;

any amounts incurred, paid or agreed to be paid or payable or liability, cost or expense incurred in connection with any matter undertaken at the prior written request of, or with the prior written consent of, the Purchaser, including any Tax incurred, payable or accrued by any Group Company as a result thereof;

until 31 May 2021 (for the avoidance of doubt this provision shall be read to have no effect for accrual and payment of any interest on any Intra-Group Borrowings to be made by the Company or any other member of the Group after such date), accrual and payment of any interest on any Intra-Group Borrowings, provided any such interest is on arm’s length terms and consistent with past practice in the twelve (12) month period prior to the Locked Box Date;

repayment of any principal of any Intra-Group Borrowings;

the making of any Intra-Group Lending;

the payment of the Permitted Dividends;

retention bonuses that have been paid to certain employees of the Group in an aggregate amount of US$1,161,000 (including any associated social security costs and other Tax);

any amounts incurred, paid or agreed to be paid or payable or agreed to be made or assets transferred or agreed to be transferred, by any member of the Group to any member of the Seller’s Group either in the ordinary course of the Group’s trading activities or for any services or employees provided to any member of the Group by any member of the Seller’s Group (including any associated social security costs and other Tax), in each case, on arm’s length terms and consistent with past practice in the 12 month period prior to the Locked Box Date (such amounts not to exceed US$4,000,000 per month in aggregate);

any professional fees, expenses or other costs in each case including any irrecoverable VAT paid or agreed to be paid or incurred or owing by any member of the Group since the Locked Box Date, in each case in connection with (i) the potential demerger of the Group from the Seller’s Group; (ii) the reorganisation of the Group or (iii) in connection with the Transaction and not exceeding US$5,900,000 in aggregate;

any payments that are required to be made for the purposes of or in connection with the Inter-Company Loans Elimination in accordance with the Inter-Company Loans Steps Plan; and

until 31 May 2021 (for the avoidance of doubt this provision shall be read to have no effect for any amounts incurred, paid or agreed to be paid or payable by any member

At the date of this Agreement the Seller shall:

execute and deliver to the Purchaser a counterpart of this Agreement, the Seller Updated Disclosure Letter and the Purchaser Disclosure Letter; and

deliver to the Purchaser or the Purchaser’s Solicitors:

a copy of the minutes of the meeting of the board of directors of the Seller authorising the execution of the Transaction Documents and all documents to be executed by the Seller at Completion; and

a copy of each power of attorney, if any, under which any document to be delivered to the Purchaser has been executed.

On the date that the Shareholder Consent Condition is satisfied, the Seller shall execute and deliver to the Purchaser a counterpart of the Seller Disclosure Letter.

At Completion the Seller shall:

procure that board meetings of the Company and of each Subsidiary are held at which:

in the case of the Company, the sale of the Shares to the Purchaser or such other person as the Purchaser may nominate (including UK Bidco) be approved and it shall be resolved that the transfer of the Shares shall be approved for registration and (subject only to the transfers being duly stamped) the transferee entered into the register of members of the Company;

if applicable, new auditors shall be appointed in accordance with the Purchaser’s nominations delivered to the Seller not later than three (3) Business Days prior to the Completion Date;

if applicable, new directors and secretaries shall be appointed in accordance with the Purchaser’s nominations delivered to the Seller not later than three (3) Business Days prior to the Completion Date; and

if applicable, the resignations of the directors, secretaries and Auditors referred to in paragraphs 3.4(e) and 3.4(f) below shall be tendered and accepted with effect from the close of the meeting;

procure the execution and delivery of the TSA, the TMLA and the Shareholders’ Agreement by the Company and/or the relevant member of the Seller’s Group;

provide evidence to the Purchaser that the Intra-Group Lendings have been paid by the Seller or the relevant member of the Seller’s Group in accordance with Clause 6.1(b);

deliver to the Purchaser or the Purchaser’s Solicitors:

duly executed transfers in respect of the Shares in favour of the Purchaser or such other person as the Purchaser may nominate (including, if applicable, UK Bidco);

the share certificates for the Shares;

an irrevocable voting power of attorney in the agreed terms in favour of the Purchaser duly executed by the Seller as a deed;

a copy of the minutes of the meeting of the board of directors of the Company and each Subsidiary referred to in paragraph 3.1;

if required by the Purchaser prior to Completion, written resignations in the agreed terms to take effect from Completion of all or any of the directors and the secretary of the Company and of each of the Subsidiaries; and

if required by the Purchaser prior to Completion, written resignations from the Auditors acknowledging that they have no claim against the Company or any Subsidiary and, if applicable, confirming that there are no circumstances connected with their ceasing to hold office which they consider should be brought to the attention of any members or creditors, in accordance with the applicable law.

On or prior to the date of this Agreement, the Purchaser shall:

deliver or procure the delivery of to the Seller a counterpart of this Agreement, the the Seller Updated Disclosure Letter and the Purchaser Disclosure Letter duly executed by each party to it (other than the Seller); and

deliver or procure the delivery of to the Seller or the Seller’s Solicitors:

a copy of the unanimous written resolutions of the board of directors of the Purchaser authorising (i) the entry into and execution of the Transaction Documents to which it is party and all documents to be executed by the Purchaser at Completion and (ii) the issuance and delivery of the Consideration Shares to the Seller (or as the Seller may direct);

a copy of the unanimous written resolutions of the board of directors of the Purchaser and/or any other member of the Purchaser’s Group that will be a party to the Purchaser Debt Finance Documents authorising the entry into and execution of the Purchaser Debt Finance Documents and all documents to be executed by the Purchaser and/or other members of the Purchaser’s Group in relation thereto; and

a copy of each power of attorney, if any, under which any document to be delivered to the Seller has been executed.

On the date that the Shareholder Consent Condition is satisfied, the Purchaser shall execute and deliver to the Seller a counterpart of the Seller Disclosure Letter.

At Completion, the Purchaser shall:

procure that the Cash Consideration shall be transferred to the Seller’s Designated Account by telegraphic transfer in immediately available cleared funds;

execute and deliver or procure the execution and delivery of to the Seller or the Seller’s Solicitors, the Shareholders’ Agreement (and any other documents required to be executed and delivered or actions taken pursuant thereto, including any such documents required to be executed and delivered or actions taken by the Purchaser in order to enable the Purchaser to issue the Consideration Shares), the TMLA and the TSA, duly executed by each party to it (other than the Seller);

issue and deliver the Consideration Shares to the Seller (or as the Seller directs) and deliver to the Seller (or as the Seller directs) a book-entry confirmation in form reasonably satisfactory to the Seller from the registrar and transfer agent for the Purchaser Common Stock evidencing the issuance to the Seller (or to such other person as the Seller directs) of the Consideration Shares;

procure that the shares of the Purchaser Common Stock constituting the Consideration Shares shall have been approved for listing on the Nasdaq Global Select Market, subject to official notice of issuance; and

provide evidence to the Seller that the Intra-Group Borrowings have been paid by the Purchaser or the relevant member of the Group in accordance with Clause 6.1(a).

On the Additional Consideration Payment Date, the Purchaser shall, if applicable, procure that the Additional Consideration shall be transferred to the Seller’s Designated Account by telegraphic transfer in immediately available cleared funds.

Incorporation and Authority of Seller

The Seller is a company incorporated and validly existing under the laws of the jurisdiction of its incorporation and has full power to carry on its business as it is carried on at the date of this Agreement.

The Seller has the necessary power and authority to enter into and perform this Agreement and the Seller has the necessary power and authority to enter into and perform the other Transaction Documents to which it is a party, each of which is valid and legally binding and constitutes (when executed) valid and legally binding obligations of the Seller in accordance with its respective terms.

The execution, delivery and performance by the Seller of the Transaction Documents will not result in a breach which is material in the context of the Transaction of (i) any provision of the articles of association of the Seller or (ii) any order, judgment or decree of any court or governmental authority by which the Seller is bound.

The execution, delivery and performance of the Seller’s obligations under the Transaction Documents will not require it to obtain any consent or approval of, or give any notice to or make any registration with, any governmental or regulatory authority which has not been obtained or made at the date of this Agreement on a basis both unconditional and which cannot be revoked, provided that this paragraph 1.4 shall not extend to those consents or approvals from anti-trust, governmental or regulatory authorities referred to in the Conditions in Schedule 2 (Conditions).

No order has been made, petition presented or resolution passed for the winding up of the Seller. No administrator nor any receiver or manager has been appointed by any person in respect of the Seller or all or any of its assets and no steps have been taken to initiate any such appointment and no voluntary arrangement has been proposed nor, so far as the Seller is aware, are there any valid grounds or circumstances on the basis of which any such procedure may be requested.

Ownership of the Shares

The Seller is the sole legal and beneficial owner of all of the Shares and has full power and the right to sell and transfer the Shares on the terms of this Agreement.

The Shares constitute the entire allotted and issued share capital of the Company, are fully paid up and are free from all Encumbrances and no Share has been issued in violation of any pre-emptive rights, rights of first refusal or similar rights.

There are no agreements or commitments outstanding which call for the issue of any shares, loan stock or debentures in or other securities of the Company or accord to any person the right to call for the issue of any such shares, debentures, loan stock or other securities.

There is no agreement or similar arrangement that purports to regulate, control or otherwise affect the voting or disposition of the Company’s shares currently in place and in effect.

Group Structure

Part 2 of Schedule 1 (The Group) lists the Subsidiaries, each of which is a, directly or indirectly, wholly-owned subsidiary of the Company.

The entit(ies) identified in Part 2 of Schedule 1 (The Group) as the holder of the shares in a Subsidiary is the legal and beneficial owner of such shares which constitute the entire allotted and issued share capital of such Subsidiary, each of which is fully paid and free from all Encumbrances.

The facts set out in Schedule 1 (The Group) are true and accurate in all respects.

There are no agreements or commitments outstanding which call for the issue of any shares or debentures in or other securities of any Subsidiary or accord to any person the right to call for the issue of any such shares, debentures or other securities.

No Group Company has any interest, or has agreed to acquire an interest in, in the share capital of any other company which is not a Group Company.

Each Group Company has been duly incorporated or formed and is validly existing under the laws of its place of incorporation or formation and has full power to own its assets and to carry on its business as it is carried on at the date of this Agreement.

Corporate

No Group Company acts or carries on business in partnership with any other person or is a party to any joint venture agreement or any other agreement under which it is to participate with any other person in any business.

No Group Company is a member of any corporate or unincorporated body (other than a recognised trade association).

No Group Company has any branch, agency, place of business or permanent establishment outside its jurisdiction of incorporation.

The copies of the articles of association or equivalent constitutional documents of each Group Company are complete and accurate in all material respects as at the date of this Agreement and, so far as the Seller is aware, each Group Company has complied with its respective constitutional documents in all material respects and none of the activities, agreements or commitments of any Group Company is ultra vires or unauthorised.

The statutory books of each Group Company contain details of all material matters required by applicable laws to be entered in them as at the date of this Agreement.

As far as the Seller is aware, all filings in relation to each Group Company required to be filed in the relevant Group Company’s registry have been duly and properly filed.

Contracts and Trading

Save as Disclosed, no Group Company is a party to any Material Contract. For these purposes, a “Material Contract” is a contract to which a Group Company is a party which:

is of an unusual or exceptional nature or is not in the ordinary course of business or not entered into on arm’s length terms;

so far as the Seller is aware, materially restricts or affects a Group Company’s freedom of action in relation to its normal business activities, including its freedom to purchase and supply goods and services from and to any person and to carry on its business in any part of the world;

upon completion by a Group Company of its work or the performance of its other obligations under it, is likely to result in a loss for any Group Company that is not fully provided for in the Accounts;

is an agreement with a director of a Group Company or any Related Person;

requires or involves or is likely to require or involve expenditure by any Group Company of in excess of US$10,000,000;

requires the Group Company to pay any commission, finder’s fee or royalty;

is one under which any Group Company has sold or otherwise disposed of any asset for a consideration of more than US$7,500,000 in the last six (6) years;

in the opinion of the Seller, cannot readily be performed by it on time except with undue effort or unusual expenditure; or

is one under which any Group Company has sold or otherwise disposed of any asset of any nature in circumstances that it remains subject to any liability (whether contingent or otherwise) that is not fully provided for or Disclosed in the Accounts and is in excess of US$7,500,000.

Complete and accurate copies of all Material Contracts have been Disclosed. Each of the Material Contracts is in full force and effect.

With respect to each Material Contract:

so far as the Seller is aware, the relevant Group Company has duly performed and complied in all material respects with each of its obligations under the Material Contract; and

so far as the Seller is aware, no allegation of any breach or invalidity has been received in writing by any Group Company in the twelve (12) months immediately preceding the date of this Agreement and nor are there any circumstances likely to give rise to an allegation of any breach or invalidity; and

so far as the Seller is aware, no counterparty to a Material Contract is in default.

No substantial customer, distributor or supplier of any Group Company (being one of the top 20 customers, distributors or suppliers of the Group (by annual custom or supply, as the case may be)) has during the six (6) months immediately preceding the date of this Agreement ceased, or substantially reduced or changed, the terms of its trading with or supplying to such Group Company.

No Group Company carries on business under any name other than its own corporate name.

Compliance with Laws

So far as the Seller is aware, as at the date of this Agreement, each Group Company conducts its business in all material respects in compliance with all material applicable laws and regulations in each country in which its business is carried on.

No Group Company is subject to any written order, judgment, decision or direction given by any legal or regulatory authority in any relevant jurisdiction in which they operate nor is it party to any undertaking or assurance given to any such legal or regulatory authority in any relevant jurisdiction in which they operate, in relation to any matter that is still in force.

The statutory books of each Group Company have been properly kept and contain complete and accurate details of all matters required by applicable laws to be entered in them.

With respect to any and all sales, whether direct or indirect, within the last five (5) years immediately preceding the date of this Agreement by any Group Company involving any end-

Anti-Bribery and Corruption

No Group Company and, with respect to the Business, no member of the Seller’s Group nor, so far as the Seller is aware, any of its or their respective directors, officers, employees, agents, representatives or other persons associated with, performing a service for or otherwise acting for or on behalf of it or them has, in connection with the Business, breached or contravened any Anti-Bribery Laws or any applicable anti-money laundering law, rule or regulation or any books and records offences relating directly or indirectly to a bribe.

Each Group Company maintains and regularly keeps under review on an ongoing basis written anti-corruption procedures and internal accounting controls which are designed to ensure compliance by the relevant Group Company and its respective directors, officers and employees with all Anti-Bribery Laws.

So far as the Seller is aware, each Group Company has complied in all material respects with applicable export control and trade sanction laws, regulations and permits, including EU Council Regulation (EC) No. 428/2009, the UK Export Control Act 2002, the UK Export Control Order 2008, the U.S. Export Administration Regulations and any orders issued under any of these laws, regulations and permits.

So far as the Seller is aware, neither any Group Company nor, any of its officers or employees is or has at any time in the thirty-six (36) months immediately preceding the date of this Agreement engaged in any activity, practice or conduct that would constitute an offence under the UK Bribery Act 2010, the US Foreign Corrupt Practices Act 1976, any laws or regulations intended to implement the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions or any other anti-bribery or anti-corruption legislation in any other jurisdictions in which the relevant Group Company operates.

In accordance with applicable law, each Group Company has in place adequate procedures designed to prevent Associated Persons from undertaking any conduct of the kind referred to in the preceding paragraph and copies of each Group Company’s anti-corruption policies and procedures have been provided in the Disclosed Information.

So far as the Seller is aware, no Group Company is or has been the subject of any written investigation or enforcement proceedings by any legal or regulatory authority in any relevant jurisdiction in which the Group carries out the Business regarding any offence or alleged offence under the Anti-Bribery Laws and no such investigation or proceedings have been threatened or are pending and there are no circumstances likely to give rise to any such investigation or proceedings.

So far as the Seller is aware, no Group Company has been convicted of any offence that would require it to be treated as ineligible for or debarred from an award of any contract for which it has tendered for.

Licences

All licences, consents and other authorisations (other than any licences of Intellectual Property) required by each Group Company for or in connection with its business as it is conducted at the date of this Agreement (the “Licences”) have been obtained.

Each Licence is in full force and effect and has been complied with in all material respects and, so far as the Seller is aware, there are no grounds for the revocation of any Licence.

Assets

Save in respect of assets that are leased or the subject of any hire purchase or rental agreement or the benefit of which will be provided to a Group Company pursuant to the TSA, all material physical assets used by any Group Company for or in connection with its business, or which, in the opinion of the Seller, are required for the continuation of the Business in all material respects as it is conducted at the date of this Agreement are, so far as the Seller is aware, legally and beneficially owned by a Group Company.

All assets referred to in paragraph 9.1 as being legally and beneficially owned by a Group Company and the Business Intellectual Property are under the control or possession of the relevant Group Company, free from all Encumbrances and neither the Seller nor any Group Company has received any written claim from any person to be entitled to any such Encumbrance.

So far as the Seller is aware, other than in the ordinary course of business, no Group Company has agreed in writing to acquire any material asset on terms that ownership of such asset does not pass until full payment is made.

So far as the Seller is aware, all material plant, machinery and equipment (with an individual book value of US$5,000,000) used by any Group Company in the conduct of its business:

are in a reasonably good state of repair and condition (taking into account its age and use);

are capable of performing properly the function for which they are currently used; and

are not dangerous or obsolete.

The stock held by each Group Company is not excessive and is adequate in relation to its current trading requirements.