Sale and Purchase Agreement, dated July 16, 2018, by and among Linde AG, Praxair, Inc., MG Industries GmbH, Messer Canada Inc., MG Industries USA, Inc. (the MG entities and Messer Canada, Inc. being collectively referred to as Messer), and Linde plc, a public limited company incorporated under the laws of Ireland with respect to the sale of certain assets of Linde AG in the Americas and certain assets of Praxair, Inc. to Messer in connection with the Business Combination Agreement dated as of June 1, 2017, as amended, to effect a combination of the businesses of Linde AG and Praxair, Inc. is

1.    Definitions, Interpretation    8

2.    Carve Out    31

3.    Sale and Purchase    32

4.    Purchase Price, Payments    35

5.    Settlement of Inter-Company Relations    38

6.    Closing Statement, Estimated Closing Statement and Adjustment Payments    42

7.    Replacement of Third Party Assurances    51

8.    Closing Conditions    52

9.    Closing, Closing Actions    61

10.    Sellers' Warranties    65

11.    Sellers' Indemnifications    66

12.    Taxes    68

13.    Purchaser Warranties    87

14.    Intellectual Property, Branding    89

15.    Pre-Closing Covenants    94

16.    Post-Closing Covenants    103

17.    Debt and Equity Commitment    105

18.    Liability, PLC Guarantee    106

19.    Conflict with other Agreements    106

20.    Responsibility after Closing    107

21.    Announcements, Confidentiality    109

22.    Non-Solicit    111

23.    Notices    114

24.    Whole Agreement, Remedies    117

25.    Miscellaneous    119

26.    Invalidity    122

27.    Governing Law, Jurisdiction    122

In this Agreement, the following terms shall have the meaning ascribed to them in this clause 1.1. Where there is any inconsistency between the definitions set out in this clause 1.1 and the definitions set out in any other clause or Schedule, then, for the purposes of construing such other clause or Schedule, the definitions set out in such other clause shall prevail.

Acceptable Bank means a bank or financial institution (headquartered in the European Union, the United Kingdom, the United States or Switzerland) which has a rating for its long-term unsecured and non credit-enhanced debt obligations of BBB or higher by Standard & Poor’s Rating Services or Fitch Ratings Ltd or Baa2 or higher by Moody’s Investors Service Limited or a rating for its short term unsecured and non credit-enhanced debt obligations of A-2 or higher by Standard & Poor’s Rating Services or F-3 or higher by Fitch Ratings Ltd or P-3 or higher by Moody’s Investors Service Limited, or in each case a comparable rating from an internationally recognised credit rating agency;

Accounting Firm has the meaning given in Schedule 4;

Accounts Relief means a Relief which has been taken into account in calculating Working Capital in the Closing Statement;

Adjustment Payment(s) has the meaning given in clause 6.3;

Affiliate means, in respect of any person, any other person directly or indirectly having Control over, or being under the Control of, or being under common Control with the first person;

Agreed Form means, in relation to a document, the form of that document as initialled on or prior to the date of this Agreement for the purpose of identification by or on behalf of Sellers and Purchaser (in each case with such amendments as may be agreed in writing by or on behalf of Sellers and Purchaser);

Agreement has the meaning given in Recital (B);

Anti-Corruption Laws means applicable laws which prohibit the corrupt making of any offer, any payment or gift, any promise to pay or give, or any authorisation of the payment of any money or giving of anything of value to any official of any Governmental Entity or healthcare professional

made for the purposes of (i) influencing any act or decision of such person in his official or professional capacity, (ii) inducing such person to do or omit to do any act in violation of the lawful or professional duty of such person, or (iii) securing any improper advantage, in each case, to assist the Target Companies in obtaining or retaining business for or with, or directing business to, any person;

Appointment Date has the meaning given in Schedule 4;

Attributed Entity has the meaning given in clause 12.13(c);

Auditors means the auditors for the time being of the relevant Target Company;

BCA has the meaning given in Recital (A);

BCA Clearance Condition has the meaning given in clause 8.1(b);

BCA Commitments has the meaning given in clause 8.2(a);

Bonus Employees has the meaning given in clause 16.4;

Business Combination has the meaning given in Recital (A);

Business Day means a day, other than a Saturday or Sunday or public holiday in London, United Kingdom, New York, NY, USA, or Frankfurt am Main, Germany, on which banks are open in London, United Kingdom, New York, NY, USA, and Frankfurt am Main, Germany, for general commercial business;

Business means the Linde DivestCo Business and the Praxair DivestCo Business;

Business Intellectual Property has the meaning given in Schedule 7;

Canada Cash Amount has the meaning given in clause 5.9;

Canada Cash Extraction has the meaning given in clause 5.9(b);

Canadian Local Purchaser has the meaning given at the beginning of this Agreement;

Capital Gains Or Royalty WHT has the meaning given in clause 6.5(b);

Capital Gains WHT has the meaning given in clause 6.5(c);

Carve Out has the meaning given in clause 2.1;

Carve Out Agreements means the Master Carve Out and Asset Exchange Agreement, the Carve Out Agreement, the Reverse Carve Out Agreement and the EMA executed or in Agreed Form (as the case may be) as well as other agreements in relation to the separation of the Target Companies from the respective Seller's Group entered into with the consent of Purchaser (such consent not to be unreasonably withheld or delayed), relating to the Business, a portion thereof or a business operated by any of the DivestCos which is not part of the Business;

Carve Out Assets has the meaning given in the Master Carve Out and Asset Exchange Agreement;

Carve Out Business has the meaning given in Schedule 13;

Carve Out Deemed Contribution Allocation Schedule has the meaning given in clause 12.10(b);

Carve Out Purchase Price means the consideration paid by Linde LLC for the Carve Out Assets which it purchases from Linde Gas North America LLC in accordance with the Master Carve Out and Asset Exchange Agreement;

Carve-Out Purchase Price Allocation Schedule has the meaning given in clause 12.10(b);

Carve Out Steps has the meaning given in clause 2.1;

Carve Out Tax has the meaning given in clause 12.1(c);

Cash means, in relation to each Target Company, the aggregate of its cash position, all as identified by the line items so named in Schedule 2;

Cash Excess Amount has the meaning given in clause 15.5(a);

Chilean Spin-Off has the meaning given in clause 12.1(c);

Claim means any claim by Purchaser under or in connection with this Agreement, excluding a Tax Claim;

Claim Insurance Policy has the meaning given in Schedule 14;

Closing means closing of the sale and purchase of the DivestCo Shares, potentially excluding those of the Colombian Entities in accordance with the provisions of this Agreement;

Closing Actions means the obligations of Sellers and Purchaser pursuant to clause 9.3;

Closing Business Day means a day, other than a Saturday or Sunday or public holiday in London, United Kingdom, New York, NY, USA, Luxembourg, Luxembourg, Saint Helier, Jersey, or Frankfurt am Main and Munich, Germany, on which banks are open in London, United Kingdom, New York, NY, USA, Luxembourg, Luxembourg, Saint Helier, Jersey, and Frankfurt am Main and Munich, Germany, for general commercial business;

Closing Conditions has the meaning given in clause 8.1;

Closing Date has the meaning given in clause 9.1;

Closing Statement has the meaning given in clause 6.1;

Colombian Entities means Linde Colombia S.A., Linde Energy Services S.A.S. E.S.P. and Remeo Medical Services S.A.S. and Colombian Entity means any of them;

Colombian Transfer Date has the meaning given in clause 9.5(b)(ii);

Combined Carve Out Financial Statements means, in relation to (i) the Linde DivestCo Business, the carve out combined financial statements (balance sheet, p&l, comprehensive income cash flow statement and notes) as of and for the years-ended 31 December 2016 and 31 December 2017, which have been audited by KPMG and (ii) the Praxair DivestCo Business, the carve out financial statements (balance sheet, p&l, comprehensive income, cash flow statement and notes) as of and for the years-ended 31 December 2016 and 31 December 2017, which have been audited by PricewaterhouseCoopers;

Confidentiality Agreements has the meaning given in clause 21.2(a);

Consent and Waiver Declarations has the meaning given in clause 3.5;

Control means, in respect of another person, if a controlling person (a) owns, directly or indirectly, more than 50% of the share capital of the person, or (b) has the power to cast or control more than 50% of the maximum number of votes that may be cast at a general meeting of the person, or (c) otherwise possesses, directly or indirectly, the power to determine the composition of the majority of, or the outcome of decisions on financial or operating policies by, the board of directors or any other governing authority of the controlled person, and the terms "Controlling" and "Controlled" shall be construed accordingly;

Costs means charges, costs (including reasonable legal costs) and expenses, in each case of any nature whatsoever;

Credit Partners Group means CVC Credit Partners Group Holding Foundation and each of its subsidiaries from time to time and any funds or entities managed or advised by them from time to time;

CVC Advisory Group means CVC Capital Partners Advisory Group Holding Foundation and each of its subsidiaries from time to time;

CVC Funds mean investment funds or vehicles advised by CVC Advisers (Deutschland) GmbH and Affiliates of CVC Advisers (Deutschland) GmbH;

CVC Network means all persons forming part of the CVC Advisory Group, the CVC Funds, the CVC Investment and Management Group and the CVC Portfolio Companies but excluding the Purchaser and members of the Purchaser German TopCo Group;

CVC Investment and Management Group means CVC Capital Partners SICAV-FIS S.A. and each of its subsidiaries from time to time;

CVC Persons mean the CVC Advisory Group, the CVC Investment and Management Group and the CVC Funds;

CVC Portfolio Companies mean any portfolio company directly or indirectly invested in by the CVC Funds;

Damages Payment has the meaning given in Schedule 8;

Data Room means the following folders (i) in the electronic file room named "Planet": "Brazil green", "Brazil red", "Canada green", "Canada red", "Colombia green", "Colombia red", "USA green", "USA red", "Purple", "Purple Red", "Transaction Documents", such electronic file rooms hosted by the provider Merrill Corporation as at Friday, 13 July 2018 24:00h CET, comprising the documents and other information made available by Sellers to Purchaser, the content of which is recorded on two identical USB flash drives prepared by Merrill Corporation and is listed in the data room index attached to the Disclosure Letter, provided, however, that any information contained in subfolder "Purple Red - 10 Information provided to other parties" shall not be considered "Disclosed" or "Known" and not form part of the defined term "Data Room" and (ii) in the electronic file room named "Planet VDR": "Chile", such electronic file rooms hosted by the provider Merrill Corporation

as at Thursday, 12 July 2018 13:38h EDT, comprising the documents and other information made available by Sellers to Purchaser, the content of which is recorded on identical USB flash drives prepared by Merrill Corporation and is listed in the data room index attached to the Disclosure Letter;

Debt Commitment Letter has the meaning given in clause 17;

Deemed Tax Liability has the meaning given in this clause 1.1;

Deferred Closing has the meaning given in clause 9.5(b);

Disclosed has the meaning given in Schedule 8;

Disclosure Letter means the letter from Sellers to Purchaser executed and delivered immediately before the execution of this Agreement;

DivestCo Shares has the meaning given in clause 3.2;

DivestCo Subsidiaries has the meaning given in Schedule 1;

DivestCos has the meaning given in Schedule 1;

EMA has the meaning given in clause 2.2;

Employees means persons employed by the relevant Target Companies under a contract of employment or a management contract (e.g. board members or managing directors) on the date hereof together with those that join the Target Companies after the date hereof but prior to the Financial Closing Date, but excluding those that have ceased to be employed by any Target Company prior to the Closing Date;

Enterprise Purchase Price has the meaning given in clause 4.1;

Environment means all or any of the following: air, water, soil, soil gas, groundwater, land, biota, any ecological systems or components thereof, buildings and installations, and human health and safety;

Environmental Laws means all international, European Union, national, state, federal, regional or local laws (including common law, statute law, civil and criminal law) which are in force and binding as of the date hereof and relating to Environmental Matters;

Environmental Licence means any permit, licence, authorisation, consent, exemption or other approval required in relation to any of the Properties or any of the DivestCos by any Environmental Law;

Environmental Matters means all matters relating to the pollution or protection of the Environment;

Environmental Warranties means the Warranties contained in paragraphs 1.14(a) to 1.14(c)of Schedule 7;

Environmental Warranty Claim means any Warranty Claim of Purchaser for breach of the Environmental Warranties;

Equity Commitment Letter has the meaning given in clause 17;

Estimated Capital Gains Or Royalty WHT has the meaning given in clause 6.5(f)(i);

Estimated Closing Statement has the meaning given in clause 6.2;

Exchange Rate means, with respect to a particular currency for a particular day, the rate of exchange for that currency into USD on such date as published by Reuters in respect of that currency for such date;

Excess Recovery has the meaning given in Schedule 8;

Exclusive Location has the meaning given in clause 22.4(a)(i);

Final Inter-Company Payment Amount has the meaning given in clause 5.4;

Final Purchase Price has the meaning given in clause 4.1;

Financial Closing Date has the meaning given in clause 9.1; provided that references to the Financial Closing Date shall be references to a moment in time not taking into account the economic effects of any Closing Actions;

Financial Debt means in relation to each Target Company the aggregate of its borrowings and non-trading indebtedness position, all as identified by the line items so named in Schedule 2;

FIRPTA Certificate has the meaning given in clause 6.5(c)(i);

FTC means the Federal Trade Commission of the United States of America;

Fundamental Warranty Claim means any Warranty Claim of Purchaser for breach of the Fundamental Warranties;

Fundamental Warranties means the Warranties contained in paragraphs 1.1(a), 1.1(b), 1.1(c), 1.1(d), 1.1(f), 1.1(h), 1.1(i), 1.1(j) and 1.11 of Schedule 7;

Governmental Entity means any supra-national, national, state, municipal or local government (including any subdivision, court, administrative agency or commission or other authority thereof) or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority, including the European Union;

Gross-Up has the meaning given in clause 6.5;

Healthcare Approval has the meaning given in clause 9.5(a);

Helium Contracts means the helium contracts set forth under numbers 1 and 3 to 5 of Schedule 16;

Helium Inventory means the helium inventory reserves held by the Target Companies in the Bureau of Land Management reservoir (as reported by the Bureau of Land Management in the report for the calendar month September 2018);

IFRS means International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB) as adopted by the European Union pursuant to EU Regulation No. 1606/2002 of the European Parliament and the Council on the applica-tion of International Accounting Standards in the European Union;

Income, Profits or Gains means any income, profits, gains and any other consideration, value, receipt or measure by reference to which Tax is chargeable or assessed;

Indemnification Due Date has the meaning given in clause 12.2(a)(ii);

Initial Inter-Company Payment Amount has the meaning given in clause 5.5;

Initial Exclusive Location has the meaning given in clause 22.4(a)(i);

Initial Linde LLC Receivable Amount has the meaning given in clause 5.8(b);

Initial Purchase Price has the meaning given in clause 4.2;

Intellectual Property Rights means patents, trademarks, logos, trade names internet domain names, rights in designs, copyrights (including rights in computer software), ancillary copyrights, and use rights in copyrighted works;

Inter-Company Payables means in relation to each Target Company the aggregate of its payables to any member of Sellers' Groups including any accrued and unpaid interest thereon identified by the line items so named in Schedule 2, but excluding Trade Payables;

Inter-Company Receivables means, in relation to each Target Company, the aggregate of its receivables from any member of Sellers' Groups including any accrued and unpaid interest thereon identified by the line items so named in Schedule 2, but excluding Trade Receivables;

Inventory means the aggregate amount of inventory of each Target Company identified by the line items so named in Schedule 2;

IP Agreements means the executed or Agreed Form (as the case may be) intellectual property agreements with Linde and Praxair as licensor on the one hand, respectively, and the American Local Purchaser as licensee on the other hand;

IT Systems means the computer and telecommunication hardware systems, networks, servers, PCs or other peripheral equipment used by the Target Companies;

JVCos has the meaning given in Schedule 1;

Key Employees means an Employee who was grade 13 or above, in the case of Praxair, or band/grade 4 or above, in the case of Linde as at the Closing Date;

Known has the meaning given in Schedule 8;

Leakage means any of the following actions to the extent not remedied:

in each case (i) through (ix) to or for the benefit of any member of the Sellers' Groups or PLC or persons Controlled by PLC (other than a Target Company);

in each case (a) through (d) other than

For the avoidance of doubt, Leakage shall not include either the settlement of the Inter-Company Payables and Inter-Company Receivables in accordance with this Agreement, or any Closing payments and the release of Third Party Assurances in each case in accordance with this Agreement;

Linde has the meaning given at the beginning of this Agreement;

Linde Canada Investments LLC Dissolution has the meaning given in clause 12.3(a);

Linde DivestCos has the meaning given in Schedule 1;

Linde DivestCo Shares has the meaning given in clause 3.1;

Linde DivestCo Subsidiaries has the meaning given in Schedule 1;

Linde DivestCo Business means the business currently operated by the Linde DivestCos, as reflected in the carve out combined financial statements as of 31 December 2017 which have been audited by KPMG,

which means, with respect to the United States (excluding, for the avoidance of doubt, Puerto Rico and the US Virgin Islands) it shall comprise (i) the business conducted by Linde LLC and Linde Energy Services, Inc. for the production, sale, purification, treatment and/or distribution of (A) atmospheric gases, (B) CO₂, (C) hydrogen, and (D) helium, including the remote operations centre, related plants, rail depots, truck terminals, fuelling stations, transfill stations, tractor trucks, cryo-trailers, gas depots and tanks, cylinders and customer contracts, in each case, operating from the Linde LLC locations identified in Schedule 13 hereto, as well as (ii) the shares held by entities of the Linde Group in East Coast Oxygen Company as well in East Coast Nitrogen Company,

as supplemented by the facilities, membership interests and other assets and liabilities to be transferred to Linde LLC, including by Linde Gas North America LLC pursuant to the Master Carve Out and Asset Exchange Agreement, in each case, as identified in the schedules and annexes to such agreements, subject to clause 3.5 in respect of Cliffside Helium, LLC and Cliffside Refiners, L.P.

and as reduced by the Retained Atmospheric Gases Business and the Retained CO₂ Business to be transferred by Linde LLC to Linde Gas North America LLC pursuant to the Master Carve Out and Asset Exchange Agreement, including without limitation, the air separation units (ASUs), liquefied natural gas (LNG) facilities, ECOVAR production systems, oil & gas supply

modules (OGSMs) and packaged gas products (PGPs) business identified in the schedules and annexes thereto,

and as such business has developed and will develop up to Closing or, with respect to the Colombian Entities, a Deferred Closing, as the case may be, in the ordinary course of business.

For the avoidance of doubt, the definition of Linde DivestCo Business shall not affect the rules set forth in this Agreement relating to Cash, Financial Debt and Working Capital.

The Parties are aware and agree that the changes in the helium perimeter set out in Schedule 16 shall adjust the Business sold under this Agreement but are not reflected in the Combined Carve Out Financial Statements as of 31 December 2017.

Linde DivestCos has the meaning given in Schedule 1;

Linde Group means Linde and persons under its Control from time to time, but excluding the Target Companies and the JVCos;

Linde JVCos has the meaning given in Schedule 1;

Linde LLC Receivable has the meaning given in clause 5.8;

Linde LLC Term Loan has the meaning given in clause 5.8(c)(ii);

Linde Sellers has the meaning given in Schedule 1;

Local Transfer Agreements means the sale and purchase agreements to be entered into by the relevant Local Sellers and Purchaser or the Local Purchasers (as the case may be), to be agreed upon between Sellers and Purchaser acting reasonably before Closing;

Local Purchasers has the meaning given at the beginning of this Agreement;

Local Sellers has the meaning given in Schedule 1;

Long-Stop Date has the meaning given in clause 8.2(a);

Master Carve Out and Asset Exchange Agreement means the master carve-out and asset exchange agreement entered into by Linde Gas North America LLC and Linde LLC relating to the exchange of certain of their respective assets.

Master Defense Agreement has the meaning given in Schedule 14;

Material Agreement means any agreement between any Target Company or JVCo on the one hand and a customer or supplier on the other hand for the provision of products or services by or to any of the Target Companies with annual expenditures or annual revenues in excess of ten million (10,000,000) USD;

Medium Similar Business has the meaning given in clause 8.2(c)(ii);

Messer Group means Messer Group GmbH and its Affiliates, from time to time, excluding the Purchaser, its Subsidiaries and persons affiliated with the Purchaser other than through Messer Group GmbH;

Non-Solicitation Period has the meaning given in clause 22.4;

Non-Surviving Inter-Company Relations has the meaning given in clause 15.6;

Objection Notice has the meaning given in Schedule 4;

Overprovision means the amount by which any liability, provision or reserve for a Tax (generally only for liabilities, provisions or reserves included in a line item described or identified as tax liability, tax provision or tax reserve in Schedule 2, however, in case of payroll tax, irrespective of whether such liability, provision or reserve is included in a line item described or identified as tax liability, tax provision or tax reserve in Schedule 2) which was taken into account in calculating Working Capital in the Closing Statement turns out to be overstated (except to the extent that any overstatement results from the utilisation of a Purchaser's Relief), applying the accounting principles set out in Schedule 4 (and ignoring the effect of any change in law made after the Financial Closing Date);

Party and Parties has the meaning given at the beginning of this Agreement;

Perimeter Changes has the meaning given in clause 8.2(a);

Perimeter Change Business has the meaning given in clause 8.2(c)(i);

Perimeter Change Excess Amount has the meaning given in clause 15.5(b);

Perimeter Change Equity Value has the meaning given in clause 8.2(c);

Permitted Actions has the meaning given in clause 15.1(a);

Permitted Encumbrances means any and all encumbrances which are (i) for tax, assessments, or governmental charges or levies not yet due and delinquent, (ii) statutory encumbrances of carriers, warehousemen, mechanics and the like arising in the ordinary course of business, (iii) easements, encroachments and other minor imperfections of title, or (iv) retention of title provisions entered into in the ordinary course of business, or (v) licences to use Intellectual Property Rights, to the extent, in any such case, such encumbrances do not have a material adverse effect on the conduct of the Business;

Perimeter Change Excess Amount I has the meaning given in clause 15.5(b);

Perimeter Change Excess Amount II has the meaning given in clause 15.5(c);

PLC has the meaning given at the beginning of this Agreement;

PLC Guarantee has the meaning given in clause 18.2;

Post-Closing Relief means any Relief that arises to a Target Company:

Praxair has the meaning given at the beginning of this Agreement;

Praxair DivestCo Business means the business currently operated by the Praxair DivestCo, as reflected in the financial statements for the Praxair DivestCo as of 31 December 2017, which has been audited by PricewaterhouseCoopers, and as such business has developed and will develop up to Closing in the ordinary course of business;

Praxair DivestCo Shares has the meaning given in clause 3.2;

Praxair DivestCo has the meaning given in Schedule 1;

Praxair Group means Praxair and persons under its Control from time to time, but excluding the Target Companies and JVCos;

Praxair Sellers has the meaning given in Schedule 1;

Prepayment Amount means any amount of fees, penalties, prepayment premiums, break costs, close-out amounts, make whole amounts or similar amounts payable in respect of any Financial Debt;

Pre-Financial Closing Date Tax Period means any tax assessment period ending on or before the Financial Closing Date;

Proceedings has the meaning given in clause 11.3;

Product Supply Agreements means the executed or Agreed Form (as the case may be) product supply agreements relating to the Business;

Properties means land and buildings owned or leased or otherwise used by any Target Company which are material to the Business;

Provider has the meaning given in Schedule 8;

Purchaser has the meaning given at the beginning of this Agreement;

Purchaser German TopCo means Platin 1596. GmbH, a limited liability company (GmbH) organised under the laws of the Federal Republic of Germany, registered with the commercial register (Handelsregister) of the local court (Amtsgericht) of Frankfurt am Main, Germany under registration number HRB 111626, the indicrect parent of Purchaser.

Purchaser German TopCo Group means Purchaser, Platin 1598. GmbH (commercial register (Handelsregister) of the local court (Amtsgericht) of Frankfurt am Main, Germany under registration number HRB 111801), Platin 1597. GmbH (commercial register (Handelsregister) of the local court (Amtsgericht) of Frankfurt am Main, Germany under registration number HRB 111627) and Purchaser German TopCo and their respective Subsidiaries from time to time, including the Target Companies and JVCos from Closing, together with Messer Group GmbH and its Subsidiaries, from time to time;

Purchaser Group means Purchaser and its respective Subsidiaries from time to time, including the Target Companies and JVCos from Closing, together with Messer Group GmbH and its Subsidiaries, from time to time;

Purchaser Shareholders Group means the Purchaser and its Affiliates from time to time, including the Target Companies and JVCos from Closing, together with Messer Group GmbH, its Affiliates, from time to time, as well as the CVC Network;

Purchaser's Relief means any:

Purchaser's Representatives has the meaning given in clause 10.3;

Purchaser's Tax Group means Purchaser and any company in the same Tax Group from time to time;

Purchaser's Warranties has the meaning given in clause 13;

Recipient has the meaning given in Schedule 8;

Records has the meaning given in clause 16.1(a);

Regulatory Permit has the meaning given in clause 15.2;

Relevant Period has the meaning given in clause 22.4(a)(i);

Relevant Tax Return has the meaning given in clause 12.10(b);

Relevant Tax Matter has the meaning given in clause 12.10(a);

Relevant Tax Proceeding has the meaning given in clause 12.10(e);

Retained Atmospheric Gases Business means the business of producing, refining, distributing, marketing, or selling atmospheric gases conducted by Linde LLC prior to the completion of the transactions contemplated under the Master Carve Out and Asset Exchange Agreement at its atmospheric gas plants, on-site customer plants and other locations identified in Schedule 15, including without limitation, air separation units (ASUs), liquified natural gas (LNG) facilities,

ECOVAR production systems, oil & gas supply modules (OGSMs) and packaged gas products (PGPs);

Retained CO₂ Business means the business of producing, distributing, marketing, or selling liquid CO₂ and dry ice conducted by Linde LLC prior to the completion of the transactions contemplated under the Master Carve Out and Asset Exchange Agreement at the CO₂ and CO₂/dry ice locations identified in Schedule 15;

Relief means any relief, loss, allowance, credit, deduction, exemption or set-off in respect of any Tax or relevant to the computation of any Income, Profits or Gains for the purposes of any Tax, or any right to a repayment of or saving of Tax (including any repayment supplement or interest in respect of Tax), and:

Restricted Customer has the meaning given in clause 22.4(a)(i);

Restricted Product has the meaning given in clause 22.4(a)(i);

Retention Letters has the meaning given in clause 16.4;

Reverse Carve Out has the meaning given in Schedule 13;

Reverse Carve Out Assets has the meaning given in the Master Carve Out and Asset Exchange Agreement;

Reverse Carve Out Business has the meaning given in Schedule 13;

Reverse Carve Out Purchase Price means the consideration paid by Linde Gas North America LLC for the Reverse Carve Out Assets which it purchases from Linde LLC in accordance with the Master Carve Out and Asset Exchange Agreement;

Reverse Carve Out Purchase Price Allocation Schedule has the meaning given in clause 12.10(c);

Sanctions mean economic or financial sanctions or trade embargoes or other comprehensive prohibitions against transaction activity pursuant to anti-terrorism laws or export control laws imposed, administered or enforced from time to time by any Sanctions Authority, including but not limited to pursuant to the Annex to the United States Executive Order 13224, the USA PATRIOT Act, the Trading with the Enemy Act or OFAC regulations, including, but not limited to, the Sectoral Sanctions Identification List;

Sanctions Authority means any Governmental Entity that administers, enacts or enforces any Sanctions in (i) the European Union or any EU member state (including the competent authorities in each EU member state that administer or enforce such laws, regulations, embargoes or restricted measures), (ii) the United States of America (including the Office of Foreign Assets Control of the US Department of Treasury (OFAC), the US Department of State and the US Department of Commerce) (iii) the UK and (iv) the United Nations;

Sanctions List means any of the lists of specifically designated nationals or designated or sanctioned individuals or entities or persons (or equivalent) issued by any Sanctions Authority, each as amended, supplemented or substituted from time to time, in particular but not limited to the Specially Designated Nationals and Blocked Persons List (SDN list) issued by the Office of Foreign Assets Control (OFAC) as amended from time to time;

Sanctioned Person means any person or vessel (i) designated on any Sanctions List, (ii) that is, or is part of, a Governmental Entity of a Sanctioned Territory, (iii) owned or controlled by, or acting on behalf of, any of the foregoing, (iv) located within or operating from a Sanctioned Territory, or (v) otherwise targeted under any Sanctions;

Sanctioned Territory means any country or other territory subject to a general export, import, financial or investment embargo under Sanctions, which countries and territories, as of the date of this Agreement, are Crimea (as defined and construed in the applicable Sanctions laws and regulations), Cuba, Iran, North Korea, Sudan and Syria;

Sellers has the meaning given at the beginning of this Agreement;

Sellers' Images means the images owned or used by any member of Sellers' Groups, but excluding any corporate images, or rights therein, transferred, or contemplated to be transferred, under the Carve Out Agreements;

Sellers' Indemnification Claims has the meaning given in clause 20.2;

Sellers' Groups means Linde Group and Praxair Group and Seller's Group means any of them;

Sellers' Knowledge means the actual knowledge, as at the date of this Agreement,

and no other knowledge of members of Sellers' Groups or Sellers' Representatives (whether actual or constructive) shall be imputed to Sellers for the purposes of the statement concerned;

Sellers' Representatives has the meaning given in clause 10.3;

Sellers' Trademarks means any trademarks, service marks, business names, company names, trade names, logos, get-up, URLs or domain names ("Names") owned or registered by PLC and/or any member of Sellers' Groups including such Names which comprise or include (in whole or in part) any of (or any combination of) the designation(s) "Linde", "BOC", "Aga", "Afrox", "AirCo", "Praxair" or any other designation of any member of Sellers’ Groups, any similar reference to any Names incorporating, relating to, or combining the designation(s) "Linde", "BOC", "Aga", "Afrox", "AirCo", "Praxair" or any other designation of any member of Sellers’ Groups, any abbreviations thereof and any word or logo which in the reasonable opinion of the relevant Seller is similar thereto, but excluding any Names transferred, or contemplated to be transferred, under the Carve Out Agreements;

Shared Location has the meaning given in clause 22.4(a)(ii);

Sister Company has the meaning given in clause 15.5(c)(ii);

Small Similar Business has the meaning given in clause 8.2(c)(i);

SNS has the meaning given in clause 9.5(a);

SPA Clearance Condition has the meaning given in clause 8.1(c);

Straddle Period has the meaning given in clause 12.8;

Subsidiary means any person directly or indirectly Controlled by another person;

Surviving Provisions means clauses 1 (Definitions and Interpretation), 21 (Announcements, Confidentiality), 23 (Notices, Agent for Service of Process), 25 (Miscellaneous), 26 (Invalidity) and 27 (Governing Law, Jurisdiction);

Target Companies has the meaning given in Schedule 1;

Target Helium Inventory has the meaning given in clause 4.1;

Target Working Capital has the meaning given in clause 4.1;

Tax means any form of taxation, levy, duty, charge, tariff, impost, fee, deduction, or withholding (including in all cases advance payments of the same) imposed by any Governmental Entity (the "Tax Authority") in any jurisdiction by reference to income, gains, profits, (input and output) value added, exchange, loans, excise, customs, stamp, transfer, property, capital, use, real estate, sales, payroll, employment, ad valorem, franchise, license, freight, conveyance (including transfer conveyance of real property), documentary, capital gains, gross income and gross receipts (including ICMS, PIS and COFINS under Brazilian laws), in each case together with any related fine, penalty, surcharge interest, or other kind of addition thereon imposed by any Tax Authority, and in each case irrespective of whether owed as a primary liability or as a secondary liability, but, in each case, excluding the re-ductions of loss carry-forwards, interest carry-forwards and/or deferred Taxes and deferred Tax assets defined as such under the accounting principles and methodology set out in Schedule 4;

Tax Authority has the meaning given in the definition of Tax under clause 1.1;

Tax Claim means a claim by Purchaser for a payment to be made by Sellers to Purchaser pursuant to clause 6.5 or clause 12;

Tax Claim Notice has the meaning given in clause 12.2(b);

Tax De Minimis Amount has the meaning given in Schedule 8;

Tax Group means those companies treated for the purposes of determining the amount of or liability for or relief from any Tax as being members of the same group of companies or fiscal unity;

Tax Liability means:

and the loss of an Accounts Relief, or the use or setting-off of any Purchaser’s Relief, in each case as described in limb (b) or (c) above shall be referred hereafter as a "Deemed Tax Liability";

Tax Refund means any repayment, reimbursement, recovery, credit or set off of any Tax or in respect of any Tax (including, claims for Tax rebates), and any supplement or interest thereon;

Tax Return means any return, declaration, report, claim for refund, notice, form or any other written information relating to any Tax, including any schedule or attachment thereto;

Tax Saving has the meaning given in clause 12.2(a)(ii);

Third Party Assurances means all guarantees, bonds, sureties, indemnities, counter-indemnities, letters of comfort, letters of credit or any similar assurance given (i) to a third party by a Target Company or JVCo in respect of any obligation of a member of Sellers' Groups; or (ii) to a third party

by a member of Sellers' Groups in respect of any obligation of a Target Company or JVCo but excluding the payment guarantee issued by Linde to Swiss Re Corporate Solutions Brasil Seguros S/A dated 28 December 2017 in respect of a surety bond issued by Swiss Re Corporate Solutions Brasil Seguros S/A in the context of tax litigation in Brazil or any instrument replacing such guarantee;

Third Party Claim has the meaning given in Schedule 8;

Third Party Right means any right to acquire or otherwise request a transfer of title, use, limit the Target Companies’ right of use, option, mortgage, charge, pledge, lien or encumbrance and any agreement or obligation to create any of the foregoing, in each case, other than Permitted Encumbrances;

Third Party Sum has the meaning given in Schedule 8;

Trade Payables means amounts payable in respect of trade creditors by a Target Company or JVCo all as identified in the line items named as Working Capital or NWC in Schedule 2;

Trade Receivables means amounts receivable in respect of trade debtors of a Target Company or JVCo all as identified in the line items named as Working Capital or NWC in Schedule 2;

Transaction has the meaning given in Recital (B);

Transaction Documents means this Agreement, the Local Transfer Agreements, the Disclosure Letter, the Transitional Services Agreements, the IP Agreements, the Product Supply Agreements and any other documents required under this Agreement whether executed, in Agreed Form or yet to be finalised, but excluding agreements with respect to the Carve Out;

Transitional Services Agreements means the executed or Agreed Form (as the case may be) transitional services agreements in respect of the provision of certain transitional services (i) by members of Sellers' Groups for the benefit of the Target Companies in relation to the Business and/or (ii) by the Target Companies for the benefit of members of Sellers' Groups in relation to the business of members of Sellers' Groups;

Unconditional Date has the meaning given in clause 8.4;

US-GAAP means generally accepted accounting principles and practices in the United States of America;

VAT means value added Tax and any similar sales or turnover Tax;

W-8BEN-E Certificate has the meaning given in clause 6.5(c)(ii);

Warranties has the meaning given in clause 10.1(a);

Warranty Claim means any claim of Purchaser for breach of a Warranty;

Welding Fumes Case has the meaning given in Schedule 14;

Withholding Tax Jurisdiction Advisor has the meaning given in clause 6.5(d);

Withholding Tax Opinion has the maning given in clause 6.5(d);

Working Capital or NWC means, in relation to each Target Company, the aggregate of the line items so named in Schedule 2 and in any case including all receivables, assets, liabilities, provisions or reserves for Taxes (including, but not limited to, (i) any Taxes resulting from or by reference to income, profits or gains, (ii) any Taxes for which a Target Company is liable if such Tax is not attributable to such or any other Target Company and (iii) any Carve Out Taxes), but excluding Cash and Financial Debt; and

Working Hours means (i) 9.30 a.m. to 5.30 p.m. London time on a Business Day in the UK when the term refers to delivery or receipt of any notices and (ii) 9.30 a.m. to 5.30 p.m. in the relevant location on a Business Day in any other case such term is used herein.

In this Agreement, unless the context otherwise requires:

The Schedules form an integral part of this Agreement and shall be construed and shall have the same force and effect as if expressly set out in the body of this Agreement.

To the extent not implemented prior to the date hereof, Sellers shall procure the implementation of the steps described in Part 2 of Schedule 13 to establish the perimeter of the Target Companies and JVCos ("Carve Out Steps" and the transactions contemplated by the Carve Out Steps and the Carve Out Agreements together the "Carve Out") with an aim of implementing the Carve Out Steps prior to the Financial Closing Date. The legal transfer of the ownership interests in Cliffside Helium, LLC and Cliffside Refiners, L.P. as foreseen under step 9 in Part 2 of Schedule 13 shall only occur if the Consent and Waiver Declarations have previously been obtained.

The Carve Out Steps shall be implemented substantially in accordance with the Carve Out Agreements. If, on the Closing Date, certain of the Carve Out Steps have not yet been implemented Sellers shall remain obliged to procure the implementation of the Carve Out Steps. Purchaser shall, and shall procure that Purchaser Group and Sister Company and its respective Subsidiaries shall after Closing, provide such assistance as Sellers may reasonably request in order to comply with their obligations pursuant to the preceding sentence and shall after Closing procure compliance of the

Target Companies with their obligations under the Transaction Documents and the Carve Out Agreements.

The Sellers shall procure that any amendments to the Carve Out Agreements, or waivers of any rights under the Carve Out Agreements shall only be made upon prior written consent of the Purchaser.

For the avoidance of doubt, any payments to be made by the Target Companies pursuant to the Carve Out Steps or the Carve Out Agreements, but still outstanding at Closing, and any payments to be received by the Target Companies pursuant to the Carve Out Steps or the Carve Out Agreements, but still outstanding at Closing, in particular the 'Exchanged Assets Closing Payment Amount' as defined in the Master Carve Out and Asset Exchange Agreement, will be reflected in the Closing Statements.

Purchaser hereby acknowledges and accepts, subject to the occurrence of and with effect from the Closing Date, the obligations of Linde LLC under section 7.1 of the U.S. Employee Carve-out Matters Agreement entered into in connection with the Carve Out, between Linde North America, Inc. and Linde Gas North America, LLC (the "EMA"), and shall cause Linde LLC to fully and timely perform such obligations under section 7.1 of the EMA.

Linde will procure, subject to the terms and conditions of this Agreement and as of Closing or, if applicable, Deferred Closing, the sale and transfer from the relevant Linde Sellers to Purchaser or the relevant Local Purchaser (as set out below) in the proportions (if any) as set out in Schedule 1 of all the issued shares in the capital of the Linde DivestCos held by the Linde Sellers (together the "Linde DivestCo Shares"), it being understood that (i) the Linde DivestCo Shares in Linde Canada Limited shall be purchased and acquired by the Canadian Local Purchaser, (ii) the Linde DivestCo Shares in Linde North America, Inc. shall be purchased and acquired by the American Local Purchaser and (iii) the remaining Linde DivestCo Shares shall be purchased and acquired by the Purchaser or the relevant Local Purchaser (yet to be determined by the Purchaser pursuant to clause 3.3).

Praxair will procure, subject to the terms and conditions of this Agreement and as of Closing, the sale and transfer from the relevant Praxair Sellers to Purchaser or the relevant Local Purchaser in the

proportions (if any) as set out in Schedule 1 of all the issued shares in the capital of the Praxair DivestCo held by the Praxair Sellers (the "Praxair DivestCo Shares" and together with the Linde DivestCo Shares the "DivestCo Shares").

Purchaser, the Canadian Local Purchaser, and the American Local Purchaser undertake, subject to the terms and conditions of this Agreement and as of Closing, or, if applicable, Deferred Closing, to purchase and acquire the respective DivestCo Shares. Purchaser may designate additional Local Purchasers until ten (10) Business Days prior to Closing, provided that (i) they are 100% held subsidiaries of Purchaser, (ii) Purchaser remains jointly and severally liable with each of them pursuant to clause 18.1(b), (iii) Purchaser shall always be authorized to make and receive payment on behalf of each of them, provided that Local Purchasers may also make payments to Sellers and Local Sellers on their own behalf, (iv) Purchaser bears any WHT caused in connection with such appointment in accordance with clause 6.5(h), and (v) clause 25.2 second paragraph (ii) shall apply.

The DivestCo Shares shall be sold and transferred free from any Third Party Rights and together with all rights attaching to them at Closing, or if applicable, Deferred Closing, including the right to receive all distributions and dividends declared, paid or made in respect of the relevant DivestCo Shares after Closing.

The Sellers undertake to use their respective reasonable efforts that as soon as reasonably practical the outside third party partners of Cliffside Helium, LLC and Cliffside Refiners, L.P., have, in each case in compliance with the respective applicable constitutional documents, shareholders', joint venture, or other applicable agreements and if and to the extent required under such documents and agreements, waived any and all rights to object to any sale and transfer in relation to the implementation of the Carve Out or the Transaction (if any) ("Consent and Waiver Declarations"). The Sellers shall deliver to the Purchaser as soon as reasonably practical copies of Consent and Waiver Declarations obtained and shall keep the Purchaser reasonably informed of the process and status of obtaining respective Consent and Waiver Declarations.

If, as of Closing, not all relevant third parties have given their Consent and Waiver Declarations, the Parties agree to the following:

Nothing in this Agreement shall be deemed to constitute any obligation to sell or transfer Cliffside Helium, LLC and Cliffside Refiners, L.P. before the Consent and Waiver Declarations are obtained.

The consideration for the purchase of the DivestCo Shares (including those that may be subject to a Deferred Closing) ("Final Purchase Price") shall be the amount in USD which results from taking 3,325,000,000 USD (three billion three hundred twenty-five million US dollars) ("Enterprise Purchase Price") and:

The target of the working capital is equal to 248,000,000 USD ("Target Working Capital").

The target helium inventory is equal to 771,700 mSCF ("Target Helium Inventory").

The Final Purchase Price shall be calculated after Closing by adjusting the Initial Purchase Price in accordance with clause 6.

At Closing, Purchaser shall pay to Sellers the amount in USD ("Initial Purchase Price") which is equal to the Enterprise Purchase Price adjusted as set out in clause 4.1 by using the estimated amounts set out in the Estimated Closing Statement prepared in accordance with clause 6, provided that

The Initial Purchase Price shall be apportioned pursuant to clause 4.4.

The Initial Purchase Price shall be adjusted following Closing pursuant to clause 6 and on the following basis:

The adjustment of the Initial Purchase Price pursuant to clause 6 shall be made for all DivestCos irrespective of whether there is any Deferred Closing.

The Enterprise Purchase Price and the Target Working Capital shall be apportioned to the (i) Linde DivestCos Shares and rights and covenants regarding the Linde DivestCo Business under the IP Agreements with Linde as licensor and (ii) the Praxair DivestCos Shares, all as set out in Schedule 3.

The adjustments and the underlying items of Financial Debt, Cash and Working Capital of each DivestCo pursuant to clauses 4.1 through 4.3 and 6 shall be allocated to the individual DivestCos as they apply, unless agreed otherwise between the Parties.

If any payment made in satisfaction of a liability under this Agreement, in particular Adjustment Payments, would reduce the price of particular DivestCo Shares to less than one (1) USD, then such payment or adjustment shall be made on the following basis:

The Final Purchase Price shall be apportioned to the DivestCo Shares in good faith pursuant to Schedule 4 in parallel to agreeing on the Closing Statement.

For the purposes of calculating any positions under Clause 4 which are expressed in a currency other than USD such positions shall be converted into USD at the Exchange Rate as at the Financial Closing Date.

To the extent that any payment is made by the Purchaser under this Agreement in respect of an Initial Purchase Price or Final Purchase Price or by way of adjustment to the price of a particular DivestCo or any other payment under this Agreement to the Sellers such payment is made by the Purchaser as agent for or on behalf of the relevant Local Purchaser, or other entity acquiring the relevant DivestCo (unless the Purchaser is itself the acquirer of the DivestCo, in which case it is made by the Purchaser as principal). To the extent that any payment is made by the Sellers under this Agreement by way of or adjustment to the price of a particular DivestCo or any other payment under this Agreement to the Purchaser (e.g. for any claims) such payment is received by the Purchaser as agent for the Local Purchaser or other entity acquiring the relevant DivestCo under this Agreement (unless the Purchaser is itself the acquirer of the DivestCo, in which case it is received by the Purchaser as principal).

Subject to clause 5.8, prior to Closing and subject to the Permitted Actions, Sellers shall use reasonable efforts to reduce the Inter-Company Payables and Inter-Company Receivables by concentrating and setting off the Inter-Company Payables and Inter-Company Receivables between members of Sellers' Groups and the Target Companies, in each case as permitted by applicable law. Sellers' Groups may also choose to repay or otherwise settle any Inter-Company Receivables.

Sellers shall procure for Linde Group and Praxair Group that no later than five (5) Business Days prior to the Closing Date, all cash pooling or inter-company netting arrangements between the Target Companies on the one hand and members of Sellers' Groups on the other hand are terminated with immediate effect (i) netting and converting any currency other than USD into USD by using the Exchange Rate as published on the Business Day preceding the termination of the cash pooling or inter-company netting arrangements and (ii) converting the principal amount of both the remaining Inter-Company Payables and Inter-Company Receivables into respective term loan(s) maturing on the Closing Date and carrying interest at a rate prevailing at the relevant Seller's Group for such term

loans. Sellers shall confirm for Linde Group and Praxair Group in writing the fulfilment of this obligation to Purchaser without undue delay following such termination, in any case, however, at the latest five (5) Business Days prior to the Closing Date. The balances arising from such termination shall be handled in accordance with clauses 5.4 through 5.7.

All foreign exchange and commodity hedges regarding the Business and concluded by Sellers' Groups with the Target Companies (but excluding forward contracts and hedging arrangements of the Target Companies with third parties) shall be terminated at market value no later than five (5) Business Days prior to the Closing Date. Such termination shall be affected by first off-setting the prospective consideration to the extent possible and settling the remaining balance via the respective cash pool prior to its freezing pursuant to clause 5.2.

Subject to clause 5.8, Sellers shall pay to Purchaser on behalf of the relevant members of Sellers' Groups an amount equal to the Inter-Company Receivables and Purchaser shall pay to Sellers on behalf of the Target Companies an amount equal to the Inter-Company Payables, all as at the Financial Closing Date and as shown in the Closing Statement pursuant to clause 6.

Settlement of the aforementioned payments shall occur by way of a net payment equal to the Inter-Company Payables (including interest accrued) as at the Financial Closing Date minus the Inter-Company Receivables (including interest accrued) as at the Financial Closing Date ("Final Inter-Company Payment Amount"). If the Final Inter-Company Payment Amount is positive, it shall be added to the Final Purchase Price and, if it is negative, it shall be deducted from the Final Purchase Price.

Subject to clause 5.8, at Closing, the Inter-Company Payables and the Inter-Company Receivables shall be settled in an amount equal to an estimate of the Final Inter-Company Payment Amount established on the basis of the Estimated Closing Statement pursuant to clause 6 ("Initial Inter-Company Payment Amount"). Such settlement shall occur in the same way as set out in clause 5.4, by adding to or deducting from the Initial Purchase Price and making a corresponding payment by Purchaser to Sellers at Closing.

The Initial Inter-Company Payment Amount shall be adjusted following Closing pursuant to clause 6.

The Parties agree that a receivable of Linde LLC vis-à-vis Linde Gas North America LLC (if any) that may be created as part of step 9 of the Carve Out which will be implemented prior to Closing as described in Schedule 13 following concentration and setting-off (the "Linde LLC Receivable"), shall not be subject to the provisions in clauses 5.1 through 5.7, but shall be treated as follows:

If the actual amount of the Linde LLC Receivable exceeds the Initial Linde LLC Receivable Amount, Sellers shall pay on behalf of Linde Gas North America LLC to Linde LLC the corresponding excess amount. If the actual amount of the Linde LLC Receivable falls short

of the Initial Linde LLC Receivable Amount Purchaser shall pay on behalf of Linde LLC to Linde Gas North America LLC the corresponding shortfall amount. Such deferred portion of the Initial Purchase Price shall not bear any interest.

The Parties agree that an amount equal to the Cash position held by Linde Canada Ltd. as of the Financial Closing Date ("Canada Cash Amount") shall be treated as follows:

Sellers shall, or shall procure that its accountants shall, after Closing prepare a draft statement showing, as at the Financial Closing Date, the Financial Debt, Cash, Working Capital, Inter-Company Payables and Inter-Company Receivables of the Target Companies as a whole by adding the respective figures for the Linde DivestCo Business and for the Praxair DivestCo Business ("Closing Statement"). The Closing Statement shall set out the calculation of the Final Purchase Price and the Final Inter-Company Payment Amount and be in the form set out in Schedule 5.

Sellers shall deliver the draft Closing Statement to Purchaser within sixty (60) Business Days following Closing. The Closing Statement shall be prepared in accordance with the accounting principles and methodology set out in Schedule 4.

At least ten (10) Business Days prior to Closing, Sellers will deliver to Purchaser a summary prepared in good faith estimating the amounts of Financial Debt, Cash and Working Capital as at the Financial Closing Date, as well as the Initial Inter-Company Payment Amount as at the Financial Closing Date pursuant to clause 5.4 and 5.5 ("Estimated Closing Statement"). The Estimated Closing Statement shall be prepared on the same basis as the Closing Statement. From the date of this Agreement the Sellers shall, to the extent reasonably practical, keep the Purchaser, at its reasonable request from time to time, informed (together with such supporting documentation as the Purchaser may reasonably request) about the development of the items of the Estimated Closing Statement. In the case of a Deferred Closing, the Estimated Closing Statement shall separately reference such part of the Enterprise Purchase Price that is be allocated to the Colombian Entities.

When the Closing Statement has been finalised in accordance with Schedules 4 and 5, Purchaser shall pay to Sellers any amount by which the sum of the Final Purchase Price and the Final Inter-Company Payment Amount exceed the sum of the payments made on the Initial Purchase Price and on the Initial Inter-Company Payment Amount and any additional amounts paid in accordance with clauses 5.8(c)(iii), 5.8(d), 5.9(b) and 9.5(d) or Sellers shall pay to Purchaser any amount by which the sum of such final amounts falls short of the sum of such amounts paid, as the case may be (each an "Adjustment Payment", together the "Adjustment Payments"). The Adjustments shall be made on the basis of all DivestCos, including those that may be subject to a Deferred Closing.

The relevant due date for any Adjustment Payments shall be ten (10) Business Days following the date upon which the Closing Statement is finalised in accordance with Schedule 4.

The Final Purchase Price and the Final Inter-Company Payment Amount are net amounts that do not yet include the amount of any VAT. The Parties assume that the sale and transfer of the DivestCo Shares, the settlement measures regarding Inter-Company Payables and Inter-Company Receivables as well as any supplies of services under the IP Agreements are either not subject to VAT or exempt from VAT, and no Party shall with respect to any of such transactions waive any exemption from VAT. To the extent that VAT becomes chargeable on any of such transactions Purchaser shall pay to

Sellers in cash an amount equal to such VAT in addition to the Final Purchase Price and/or Final Inter-Company Payment Amount, as the case may be.

The payments pursuant to clauses 4 through 6 shall be made in full and without any deduction or withholding of or in respect of any Tax save only as required by law:

The Parties assume that Capital Gains WHT becomes due on payments pursuant to clauses 4 through 6 as follows:

point five per cent) dependent on the amount of the capital gain which is to be calculated as the positive difference between the portion of the Final Purchase Price allocated to the purchase of the respective Brazilian Entity and the cost basis of the respective shares; and

For the avoidance of doubt, the Parties agree that the withholding Taxes set forth in clauses 6.5(b)(i) and 6.5(b)(ii) qualify as Capital Gains WHT.

(Entities)), with Part III completed claiming entitlement to a complete exemption from US withholding tax on royalty income from Linde (a "W-8BEN-E Certificate"). Should, contrary to the foregoing, Purchaser not have received a duly executed and completed W-8BEN-E Certificate from Linde, at the latest concurrently with the delivery of the Estimated Closing Statement pursuant to clause 6.2, the Parties will assume that the Tax required to be withheld under section 1441 of the U.S. Internal Revenue Code constitutes a Royalty WHT required to be withheld at Closing in respect of that portion of the Enterprise Purchase Price which is allocable to the rights and covenants under the IP Agreements as set out in Schedule 3.

equal to the relevant Capital Gains Or Royalty WHT as estimated in accordance with clause 6.5(f) (meaning, for instance, that Purchaser is entitled to a withholding and deduction from the payment of the Initial Purchase Price pursuant to clause 4.2 if the Withholding Tax Opinion was received by Seller not later than ten (10) Business Days prior to the Closing Date) and (ii) shall pay an amount equal to the relevant Capital Gains Or Royalty WHT as estimated in accordance with clause 6.5(f) in a timely fashion to the applicable Governmental Entity in discharge of such Capital Gains or Royalty WHT obligation.

For the avoidance of doubt, Purchaser shall have no obligation to pay any additional amount to Sellers in the amount of the Estimated Capital Gains Or Royalty WHT if and to the extent it was duly paid to the applicable Governmental Entity in discharge of the Estimated Capital Gains Or Royalty WHT in a timely manner.

however, that Seller shall not be obliged to make any payment earlier than five (5) Business Days before the respective liability of Purchaser becomes due and payable to the applicable Governmental Entity.

then the Purchaser shall be obliged to gross-up the relevant amount so that Sellers receive an amount which (after making such deduction or withholding) leaves an amount equal to the amount they would have received if no such assignment, transfer or charge had occurred.

Any payments to be made under this Agreement shall be made in USD by irrevocable wire transfer of immediately available funds to a bank account in the United States, the United Kingdom or in a member state of the European Union specified in writing by the relevant Party or Parties to the other Party or Parties, provided that (i) such specification has been made at least ten (10) Business Days prior to the relevant due date and (ii) Sellers may jointly specify the relevant bank account and shall have the right to jointly specify that payments to be made by Purchaser shall be made to separate accounts for Linde and Praxair and to request Purchaser to make separate payments to these specified accounts according to an apportionment of the payment amount as specified by Sellers, it being understood that absent such joint specification Purchaser may withhold any relevant payments until a joint specification is made and without Sellers being released from their obligations to procure the Closing of the Transaction. Any such payment shall be deemed to have been duly made only upon the irrevocable and unconditional crediting of the amount payable (without deduction of any Costs) to the relevant bank account. Any payment made by a Party to the relevant bank account of the other Party or Parties shall have debt-discharging effect (in the amount credited to such bank account).

Any payments to be made by Sellers under this Agreement shall be deemed to be made on behalf of, and shall have a discharging effect for, the relevant member of, Sellers' Groups. Any payments made

under this Agreement to Sellers shall be deemed to be made to, and shall have discharging effect in respect of, the relevant member of Sellers' Groups.

If a Party defaults in making any payment when due of any sum payable under this Agreement, it shall pay interest on that sum from and including the date on which payment is due until (but excluding) the date of actual payment (after as well as before judgment) at an annual rate of 4.00% (four per cent) above the base rate from time to time of the Federal Reserve, which interest shall accrue from day to day and be compounded monthly.

Otherwise than expressly provided in this Agreement, no amount due and payable by one Party to any other Party pursuant to this Agreement shall be set-off against any other amount due and payable or alleged to be due and payable by that other Party to the first Party whether pursuant to this Agreement or otherwise.

Purchaser shall use reasonable endeavours to ensure that at Closing, and shall procure in any event that within three (3) months of Closing, each member of Sellers' Groups is released in full from all Third Party Assurances listed in Schedule 9 given by any such member of Sellers' Groups in respect of obligations of any Target Company or JVCo and that replacements satisfactory to Sellers acting reasonably, are put in place. In addition, Purchaser shall, after Closing, use its reasonable endeavours to ensure that, as soon as reasonably practicable after becoming aware of any other Third Party Assurance given by any such member of Sellers' Groups in respect of any obligations of any Target Company or JVCo, but it shall procure in any event that within three (3) months of the later of (i) Closing and (ii) the date of becoming aware of the respective Third Party Assurance, each member of Sellers' Groups is released in full from such Third Party Assurance. As an alternative to obtaining the release of a member of Sellers’ Groups from any Third Party Assurance, Purchaser may, in its sole discretion, elect to instead provide the relevant member of Sellers’ Groups with cash collateral or a back-to-back bank guarantee issued by an Acceptable Bank issued in favour of such relevant member of the Sellers’ Groups.

Pending release of any Third Party Assurance referred to in this clause 7.1, Purchaser shall indemnify and hold harmless Sellers and each member of Sellers' Groups from and against any and all claims, actions, proceedings, losses and Costs arising after Closing under or by reason of that Third Party Assurance.

Sellers shall use reasonable endeavours to ensure that at Closing each Target Company and JVCo is released in full from all Third Party Assurances listed in Schedule 10 given by any such Target Company or JVCo in respect of obligations of any member of Sellers' Groups and that replacements satisfactory to Purchaser acting reasonably, are put in place. In addition, Sellers shall use their reasonable endeavours to ensure that, as soon as reasonably practicable after becoming aware of any other Third Party Assurance not listed in Schedule 10 given by any such Target Company or JVCo in respect of any obligations of any member of Sellers' Groups, each Target Company or JVCo is released in full from such Third Party Assurance.

Pending release of any Third Party Assurance referred to in this clause 7.2, Sellers shall indemnify and hold harmless the Purchaser and the Target Companies from and against any and all claims, actions, proceedings, losses and Costs arising after Closing under or by reason of that Third Party Assurance.

Each of Sellers and Purchaser shall provide such assistance as the other may reasonably request in order to comply with this clause 7.

Closing shall be conditional on the following conditions ("Closing Conditions") having been fulfilled or waived in accordance with this Agreement:

China (PRC), Macedonia, Serbia, Bosnia & Hercegovina and the Ukraine ("SPA Clearance Condition").

While Sellers shall have the primary responsibility for obtaining the BCA Clearance Condition, Purchaser, shall and shall procure that each member of Purchaser Group shall, at Purchaser's cost, use its best efforts to cooperate with Sellers to satisfy the BCA Clearance Condition to the extent it relates to the Business or Purchaser's acquisition thereof as soon as reasonably practicable and in any event no later than 24 October 2018 ("Long-Stop Date").

Such efforts shall include, if Sellers or Purchaser become aware, or it becomes reasonably apparent, that according to the FTC, the European Commission, the Administrative Council for Economic Defense for Brazil and the Canadian Competition Bureau, the BCA Clearance Condition can only be met subject to further conditions, obligations or undertakings to the extent they relate to the Business (but not to the extent they relate to the European perimeter) or Purchaser's acquisition thereof (the "BCA Commitments"), Purchaser shall promptly offer (and not withdraw) such BCA Commitments (and their respective implementation) to such competent Governmental Entity and to Sellers as Sellers consider reasonably necessary to satisfy, as soon as possible and by no means later than the Long-Stop Date, the BCA Clearance Condition, all, other than Perimeter Changes, against appropriate and fair compensation to be agreed in good faith and, in case of Perimeter Changes in accordance with clause 8.2(c).

If the Parties do not timely agree on the consideration, the independent experts shall decide (also for matters that do not constitute Perimeter Changes) in accordance with clause 8.2(c) and provided that this shall in no event delay Closing. Any undisputed amount shall be paid at Closing and any further amounts shall be paid once the experts have decided.

Subject to the following sentence, such BCA Commitments may include without limitation any condition, obligation, undertaking or modification or any divestment in any manner whatsoever relating to

or any acquisition of additional businesses or assets (or customer or supply contracts) to be divested by Sellers for a purchase price calculated in accordance with clause 8.2(c) (such acquisitions "Perimeter Changes"), such Perimeter Change always subject to any regulatory approvals required by law. Nothing in this Agreement shall require the Purchaser to offer any BCA Commitment or any other commitment (A) that is not, or could reasonably be expected not to be, in compliance with applicable laws or (B) that requires any member of the CVC Network to make any divestment of the assets owned or held by them directly or indirectly, other than any assets of the Target Companies or (C) in respect of acquiring or disposing of businesses or assets (as opposed to customer and supply contracts) outside of the United States, Canada, Brazil, Colombia and Chile.

Purchaser shall cooperate in good faith with Sellers in relation to the satisfaction of the BCA Clearance Condition to the extent it relates to the Business or Purchaser's acquisition thereof. Such cooperation shall include (subject to appropriate protection in respect of confidential information) the provision of information, the communication of documents and the submission of arguments in good time for the purpose of making any submissions, notifications, filings to or other communication with any competent Governmental Entity, to the extent that such information and documents are available to Purchaser acting reasonably. If requested by Sellers, Purchaser shall assist in any preparatory steps in advance of initiating any discussions with or responding to any requests from any competent Governmental Entity. Purchaser undertakes to use best efforts to maintain the agreed scope of the Business and shall not suggest to any competent Governmental Entity or any third parties to extend or amend such scope prior to Closing. Purchaser shall also keep Sellers fully informed of any material written or oral contact which Purchaser may have with any competent Governmental Entity in relation to the merger clearance process relating to the BCA or the process of obtaining the BCA Clearance Condition (whether instigated by Purchaser or any competent Governmental Entity). In this context, Purchaser shall, to the extent legally permitted and reasonably practicable, promptly notify Sellers sufficiently in advance of any submission, response or other communication which it proposes to make or submit to any competent Governmental Entity and, to the extent legally permitted and reasonably practicable, at the same time provide Sellers with copies of such communication and any supporting documentation or information. For the avoidance of doubt, Purchaser shall also comply with any requirement or request by any monitoring trustee (or similar) appointed by or on the request of a Governmental Entity in connection with obtaining the BCA Clearance Condition or the SPA Clearance Condition

(as set out in clause 8.2(b), below), and shall, to the extent legally permitted and reasonably practicable, keep Sellers fully informed of any material written or oral contact Purchaser has with the monitoring trustee (or similar).

Purchaser shall have the primary responsibility for obtaining the SPA Clearance Condition and shall ensure that the necessary notifications in respect of the SPA Clearance Condition shall be made to the relevant Governmental Entity. In those jurisdictions where a pre-notification phase is part of standard proceeding, a first draft of the notification shall be submitted no later than five (5) Business Days after the date hereof. In those jurisdictions where a pre-notification phase is not part of standard proceeding, the actual notification shall be submitted no later than five (5) Business Days after the date hereof. The notifications shall not be withdrawn subsequently unless agreed otherwise by Sellers and Purchaser.

Purchaser shall and shall procure that each member of Purchaser Group shall, at Purchaser's cost, use best efforts to ensure that the SPA Clearance Condition is fulfilled as soon as reasonably practicable and in any event no later than at the Long-Stop Date.

Subject to the following sentence, such efforts shall include proposing, negotiating, offering to commit, not withdrawing any offer to commit (unless agreed otherwise by Sellers and Purchaser) and agreeing, as soon as possible, in each case where necessary to ensure that the SPA Clearance Condition is satisfied prior to the Long-Stop Date, with a Governmental Entity to effect (and if any proposal or offer is accepted, commit to effect) by agreement, order or otherwise, the sale, divestiture, licence or disposition of any assets or businesses of the Target Companies, Purchaser or any member of Purchaser Group as soon as reasonably practicable. Nothing in this Agreement shall, however, require the Purchaser to offer any commitment (A) that is not, or could not reasonably expected to be, in compliance with applicable laws, or (B) that requires any member of the CVC Network to make any divestment of the assets owned or held by them directly or indirectly, other than any assets of the Target Companies (for the avoidance of doubt, clause 8.2(a)(ii)(C) does not apply to commitments regarding the SPA Clearance Condition).

Purchaser shall, to the extent legally permitted, promptly notify Sellers sufficiently in advance of any notification, submission, response or other communication (excluding communications of an administrative nature) which it proposes to make or submit to any competent

Governmental Entity and prior to such notification, submission, response or other communication provide, to the extent legally permitted, Sellers with copies of such communication and any supporting documentation or information requested by Sellers. However, Purchaser shall not be required to provide Sellers with any information to the extent that in Purchaser's reasonable assessment such information constitutes or contains confidential information or business secrets of Purchaser Shareholders Group, such information shall be provided to Sellers' counsel on a counsel-to-counsel basis, only. Purchaser undertakes to take into account and reflect any comments which Sellers may have in relation to any such notification, submission, communication or response to a request for further information prior to making the relevant notification, submission, communication or response. Purchaser further agrees to keep Sellers fully informed as to the material progress of any notification and shall permit Sellers or its advisers to attend all meetings and telephone calls with any competent Governmental Entity (unless prohibited by the competent Governmental Entity) and to make, to the extent legally permitted, oral submissions at such meetings and in such telephone calls.

Sellers shall cooperate in good faith with Purchaser in relation to the satisfaction of the SPA Closing Condition and with regard to any (other) regulatory filings Purchaser will make in the context of the Transaction, including foreign investment filings with the Committee on Foreign Investment in the United States (CFIUS). Such cooperation shall include, (subject to appropriate protection in respect of confidential information) the provision of information, the communication of documents and the submission of arguments in good time for the purpose of making any submissions, notifications, filings to or other communication with any competent Governmental Entity, to the extent that such information and documents are available to Sellers acting reasonably. However, Sellers shall not be required to provide Purchaser, or its counsel, with any information to the extent that in Sellers' reasonable assessment such information constitutes or contains confidential information or business secrets of Sellers' Groups, such information shall be provided to Purchaser's counsel on a counsel-to-counsel basis, only. If requested by Purchaser, Sellers shall assist in any preparatory steps in advance of initiating any discussions with or responding to any requests from any competent Governmental Entity. Sellers shall also keep Purchaser fully informed of any material written or oral contact which Sellers may have with any competent Governmental Entity in relation to the merger control process to satisfy the SPA Closing Condition (whether instigated by Sellers or any competent Governmental Entity) and in relation to the process regarding the foreign investment filing with the Committee on Foreign Investment in the

United States (CFIUS). In this context, Sellers shall, to the extent legally permitted and reasonably practicable, promptly notify Purchaser sufficiently in advance of any submission, response or other communication which they propose to make or submit to any competent Governmental Entity and, to the extent legally permitted and reasonably practicable, at the same time provide Purchaser with copies of such communication and any supporting documentation or information. However, Sellers shall under no circumstances be required to provide Purchaser, or its counsel, with any information which in Sellers' reasonable assessment constitutes or contains confidential information or business secrets of Sellers' Groups or pertains to any proceedings in relation to the BCA or in relation to any transactions other than the Transaction.

For the purposes of calculating the purchase price for a Perimeter Change, the following valuation principles shall apply (the equity purchase price agreed between the Parties or determined in accordance with this clause 8.2(c) the "Perimeter Change Equity Value"):

If the parties do not agree on the Perimeter Change Equity Value or the compensation, each party shall appoint an independent expert to render an opinion on the fair consideration by applying the principles set out above. If the experts do not agree on a joint valuation with in twenty (20) Business Days, both experts will jointly appoint (or if they cannot agree, the president of the chambers of commerce in Frankfurt am Main, Germany, will appoint) a third expert who needs to be an auditor and a member of an international reputable accounting firm, who acts as arbitrator and finally decides,

applying the principles set out above, subject only to manifest errors, on the matters in dispute and shall decide within the range of the valuations provided by the Party appointed experts.

If the Perimeter Change Equity Value established pursuant to this clause 8.2(c) for all Perimeter Changes exceeds USD 300,000,000 then a discount of 30% (thirty percent) shall apply to the amount exceeding USD 300,000,000.

In each case of Perimeter Changes pursuant to clause 8.2(c)(i) through (iv), Sellers will provide the Purchaser with the opportunity to conduct due diligence on the Perimeter Change Business.

Risks identified in the due diligence will be appropriately covered, primarily through warranties and indemnities, and the relevant parties shall enter into transaction documents, all to be reasonably agreed between the relevant parties taking into consideration the approach taken in this Agreement.

Sellers and Purchaser shall each notify the other promptly upon becoming aware that (i) any of the Closing Conditions have been fulfilled, or (ii) the satisfaction of any of the Closing Conditions is or has become impossible. The first Business Day by which all Closing Conditions have been fulfilled (or waived in accordance with clause 8.3) is the "Unconditional Date". Without limitation to the preceding sentence, Sellers and Purchaser shall each notify the other without undue delay when, in the respective Party's reasonable assessment, it becomes clear that the fulfilment of a Closing Condition can be expected.

If (i) the Unconditional Date has not occurred on or before the Long-Stop Date or, (ii) before that date, the satisfaction of any of the Closing Conditions has become impossible (such Closing Condition(s) not having been waived) this Agreement may be terminated by (x) Sellers and PLC

acting jointly or (y) by Purchaser, provided that Purchaser may only terminate in case of (i) above if Closing has not occurred within eight (8) months and twenty-five (25) calendar days after the date of this Agreement and, in case of (ii) above if the Sellers have notified Purchaser in writing that the fulfilment of the BCA Condition or the completion of the transactions contemplated by the BCA has become impossible and the Sellers shall be obliged to so notify Purchaser as soon as reasonably possible and provided further that a statement to that effect by Linde and/or PLC by official press release or capital markets communication (e.g. an ad-hoc announcement by Linde) shall have the same effect as a notification to Purchaser.

The Parties agree that, following the date of this Agreement, no Party will have a right (including any right under common law, tort, statute (including under the Misrepresentation Act 1967), equity, or otherwise) to terminate or rescind this Agreement, except (i) in respect of fraud or fraudulent misrepresentation committed by the other Party (provided that Sellers and PLC shall be considered to be one party for purposes of this clause 8.6), or (ii) the contractual termination right provided in clause 8.5.

If this Agreement is terminated in accordance with clause 8.5 or by any Party in respect of fraud or fraudulent misrepresentation committed by the other Party, (i) any such termination shall have effect for all Parties and (ii) no Party (nor any member of their respective group) shall have any claim under this Agreement of any nature whatsoever against any other Party (or any member of their respective group) except in respect of any rights, liabilities or obligations which have accrued before termination or under any of the Surviving Provisions.

Subject to clause 8 and clause 9.2, Closing shall take place at the offices of Hengeler Mueller Partnerschaft von Rechtsanwälten mbB in Munich, or such other place as Sellers and Purchaser may agree in writing:

calendar month; Sellers will inform the Purchaser at least five (5) Business Days in advance of the expected Unconditional Date;

(such day the "Closing Date") provided that in each case the Parties hereby agree that Closing shall be deemed to be effective from 00:00 hours local time in the respective jurisdiction of the first calendar day of the month in which the Closing Date falls (the "Financial Closing Date").

Notwithstanding clause 9.1, if a Governmental Entity or applicable law requires that Closing (or closing of the sale of any of the DivestCo Shares) must be completed on or by a certain date after the Unconditional Date in connection with the completion of the transaction contemplated by the BCA or related merger clearance approvals then Closing shall (subject to the Closing Conditions being satisfied or waived) take place on the Closing Business Day immediately prior to such date, provided, that Sellers have to notify Purchaser at least five (5) Business Days in advance of such request and such date 00:00 hours local time in the respective jurisdiction shall be the Financial Closing Date. Sellers will inform the Purchaser at least ten (10) Business Days in advance of the expected occurrence of the Closing Date.

At Closing:

(the "Closing Actions").

Sellers and Purchaser shall negotiate in good faith with a view to agreeing before the Closing Date the final form of any Transaction Document which has not been finalised at the date of this Agreement, such agreement not to be unreasonably withheld or delayed.

Sellers shall procure that Linde Colombia S.A. will use its reasonable endeavours to obtain the Healthcare Approval as soon as possible following the date hereof and Sellers shall keep Purchaser fully informed of, and shall consult with Purchaser as regards to, any material written or oral contact which Sellers or Linde Colombia S.A. may have with SNS in relation to the process of obtaining the Healthcare Approval. The process of obtaining the Healthcare Approval does, however, not have to be completed by Closing.

with the budget or (ii) the Purchaser has given its prior consent (not to be unreasonably withheld or delayed), and any agreed financing shall be reversed between the Parties at the Deferred Closing;

Deferred Closing to occur. Unwinding for the purposes thereof shall mean that the Parties shall (i) no longer be obliged to perform the sale and acquisition for the DivestCos pertaining to Colombia pursuant to this Agreement, and (ii) repay any Adjustment Payments that have been made pursuant to clause clause 4.1 (a) through (g) in respect of the Colombian Entities, for which the transaction is terminated, that have been included in the calculation of the Purchase Price and as shown in the Closing Statement.

Sellers warrant to Purchaser that, except as Disclosed:

The Warranties and all Warranty Claims are subject to the limitations set out in this Agreement, in particular, in Schedule 8.

The Purchaser acknowledges and agrees that the only Warranties given in relation to:

provided, however, that the clauses 10.2(a) through (d) do not exclude any claim the Purchaser may have in relation to matters set out in paragraph 1.2 of Schedule 7 (Carve Out Measures), paragraph

1.3 of Schedule 7 (Financial Matters), paragraph 1.4 of Schedule 7 (Financial Debt), paragraph 1.6 of Schedule 7 (Special Regulatory Matters), paragraph 1.8 of Schedule 7 (Insurances), paragraph 1.10 of Schedule 7 (Litigation and Investigations) or in relation to any covenants or indemnities under this Agreement, the Transaction Documents and the Carve Out Agreements.

Except for the Warranties and except otherwise provided for in this Agreement, any Transaction Document (other than the Local Transfer Agreements) or in a Carve Out Agreement, Purchaser agrees to accept the DivestCo Shares, the Target Companies and the JVCos in the condition they are in on the Closing Date, based upon its own inspection, examination and determination with respect thereto (including, in particular, the due diligence investigation conducted by Purchaser), without relying upon any express or implied representations or warranties, guarantees, declarations or statements of any nature by any members of Sellers' Groups, or any officer, director, employee, advisor, agent or other representative of any members of Sellers' Groups ("Sellers' Representatives"). The Local Transfer Agreements shall not provide for additional warranties, and if by mandatory law they do, this Agreement shall overrule such warranties.

Purchaser acknowledges that, except as set out in the Warranties and except otherwise provided for in this Agreement, any Transaction Document (other than the Local Transfer Agreements) or Carve Out Agreement, members of Sellers' Groups and Sellers' Representatives make no representations, warranties or guarantees and assume no disclosure or similar obligations in connection with this Agreement and the Transaction, and further assume no obligation regarding the completeness and accuracy of any information provided by any members of Sellers' Groups or any Sellers' Representatives, to any Purchaser, members of Purchaser Group, or any officer, director, employee, advisor, agent or other representative of Purchaser or any members of Purchaser Group or any other person retained by Purchaser, any member of Messer Group or CVC Network, regarding the Transaction, this Agreement or the Transaction Documents ("Purchaser's Representatives").

With respect to any Welding Fumes Case the provisions of Schedule 14 shall apply.

Subject to Closing, Sellers shall indemnify and hold Purchaser and the Target Companies harmless from and against any Prepayment Amount in respect of any Financial Debt (excluding pension liabilities) which is retired, prepaid, discharged, redeemed, closed out or otherwise extinguished in the period beginning on and from the Closing Date to and including the date falling 30 (thirty) calendar days after the Closing Date or, in respect to the Financial Debt relevant to the Colombian Entities only, 30 (thirty) calendar days after a Deferred Closing, as the case may be, in each case, to the extent such Prepayment Amount has not been (or will not be) subtracted from the Enterprise Purchase Price pursuant to clause 4.1.

Subject to Closing,

(such matters the "Proceedings").

Such indemnifications shall exclude any internal costs and charges of Purchaser or any Target Company incurred in relation to or arising in connection with any Proceedings.

The Parties acknowledge and agree that with respect to the conduct of the Proceedings, including any related proceedings, investigations, potential settlement or other resolution and the provisions in paragraphs 3, 4 and 7 of Schedule 14 shall apply mutatis mutandis.

Notwithstanding any other provisions of this Agreement, the indemnification obligations provided for in this clause 11 shall be the respective indemnified party's exclusive and sole remedy for any Costs, damages or liabilities relating to or arising in connection with any Proceedings and/or matters specifically referred to in this clause 11, and all other claims against any member of Sellers' Groups relating to the Proceeding and/or matters referred herein, regardless of their legal basis, shall be excluded. For the avoidance of doubt, nothing in this clause 11 shall exclude any Warranty Claim or other claim Purchaser may have under this Agreement, the Transaction Documents or the Carve Out Agreements unless it is based on the same set of facts to which the indemnifications set forth in clause 11 specifically relate.

Under a covenant on the terms set out in this clause 12.1 and subject to clause 12.2 and subject to Closing, Sellers shall be jointly and severally liable to pay to Purchaser an amount equal to:

Period) ending on or before the Financial Closing Date (including as a consequence of the Carve Out); or

distribution used to directly or indirectly settle the Linde LLC Term Loan within one (1) year after the Closing (it being understood that Purchaser shall consult in good faith with Sellers in order to agree on the efficient way of such settlement) or (iii) the Canada Cash Extraction;

meaning that Purchaser's liability is limited to the excess of the aggregate amount of Tax Refunds over the aggregate amount of all such assets and receivables for Taxes which have been taken into account in calculating Working Capital in the Closing Statement; or

documentation reasonably requested by Sellers in order to verify the amount of the relevant Overprovision.

For the avoidance of doubt, such amounts which were already set off or paid out shall reduce the aggregate amount of specific liabilities and provisions that limits the Sellers’ liability pursuant to clause 12.2(a)(i).

unless such action or omission of action, as the case may be, is (v) required by mandatory law, (w) carried out in circumstances where Purchaser did not know and could, acting diligently and after due inquiry (in particular with the relevant Target Company concerned), not have known that it could give rise to the Tax Liability in question, (x) carried out or effected under a legally binding obligation entered into on or before Closing by any Target Company or any member of Sellers' Groups, or (y) required to effect a Carve Out Step or otherwise required to effect the Carve Out if and to the extent it is required to be implemented under an obligation pursuant to clause 2, Schedule 13 or required to effect any measure contemplated in the Transaction Documents, and (z) provided that in the case of a failure to make an election,

claim or relief which has been taken into account in the Closing Statement or the disclaimer by Purchaser or by a Target Company after the Closing Date of any election, claim or relief the claim for which was taken into account in the Closing Statement, this clause shall apply to the extent the relevant election, claim or relief has been notified by the Sellers in writing at least ten (10) Business Days prior to the last date on which such election, claim or relied can be validly made or, as the case may be, disclaimed, it being understood that nothing hereunder shall exclude or limit Purchaser's obligations under clause 12.10.

provided that the covenant in this clause shall not apply to the extent that Purchaser could claim payment in respect of the relevant Tax Liability under clause 6.5(g)(ii), 12.1 or 12.3 (taking into account the exclusions pursuant to clause 12.2and any other exclusions that would be applicable to such claim).

Clause 12.5(b) shall apply accordingly to Tax Savings within the meaning of clause 12.6(d).

The subsidiary of Purchaser that acquires all the stock of Linde North America, Inc. shall (i) be treated as a corporation for U.S. Federal income tax purposes, and (ii) either (a) be a member of a group that joins in filing a consolidated return for U.S. federal income tax purposes as of the Closing Date or (b) elect to file a consolidated return for a new group that includes Linde North America, Inc. for the tax year that includes the day after the Closing Date. Purchaser shall procure that Target Companies that are U.S. corporations shall become members of such consolidated return group immediately upon the acquisition of all the stock of Linde North America, Inc. by such subsidiary of Purchaser.

Any Tax assessment period starting prior to the Financial Closing Date and ending thereafter ("Straddle Period") shall be deemed to be split into one Tax assessment period ending on the Financial Closing Date and another Tax assessment period starting after the Financial Closing Date for the

purpose of allocating Taxes which are assessed in respect of a Tax assessment period under this clause 12. The Taxes which are deemed to relate to the Tax assessment period ending on the Financial Closing Date shall be determined as follows:

Any claims under clause 6.4, clause 6.5(g)(ii), clause 12, clause 25.1 (to the extent relating to Taxes) shall be time-barred upon expiration of a limitation period of six (6) months after the relevant assessment has become un-appealable and finally binding (i.e. cannot be changed or amended under the applicable law) (but in no event prior to six (6) month after the Financial Closing Date), provided that claims of Sellers under clauses 12.4, 12.5 and 12.6(d) shall not be time-barred earlier than six (6) months after Purchaser's notification.

procedures, practices and election rights are not in compliance with mandatory law or applicable Tax laws require otherwise. Purchaser shall ensure that any Relevant Tax Returns to be reviewed by Sellers will be furnished to Sellers, in case of Tax Returns to be filed an a monthly basis not later than ten (10) Business Days, and all other Tax Returns, not later than thirty (30) Business Days prior to the due date of the Relevant Tax Return, that any changes and amendments to such Relevant Tax Returns requested in writing by Sellers at least five (5) Business Days prior to the due date of the Relevant Tax Return are made prior to filing, unless they are not in line with the requirements of the preceding sentence, and that all Taxes payable under such Relevant Tax Returns shall be timely paid. In case a Relevant Tax Return is due less than fifteen (15) Business Days after the expiration of the relevant Tax assessment period, the Parties shall use reasonable endeavours in order to ensure that the relevant filing deadlines are met, which includes that Purchaser shall ensure that the Relevant Tax Return is furnished to Sellers as soon as reasonably practical and Sellers shall ensure the any written request for changes and amendments are made as soon as reasonably practical. If Sellers and Purchaser acting in good faith fail to reach an agreement on the contents of the Relevant Tax Returns, the Relevant Tax Returns shall be filed according to the instructions of Sellers (unless unreasonable), except if and to the extent that these instructions do not comply with mandatory law. This clause 12.10(b) applies accordingly to the amendment of any Relevant Tax Return (irrespective of whether the Relevant Tax Return was initially filed prior to or after the Financial Closing Date).

(including, but not limited to Internal Revenue Service Form 8594) and determine all U.S. Federal, state, and local income Taxes in a manner consistent with the Carve Out Purchase Price Allocation Schedule and the Reverse Carve Out Purchase Price Allocation Schedule, unless required to do so by applicable law. Neither Sellers nor Purchaser shall take any position (including, without limitation, in any audit or judicial or administrative proceeding or otherwise) that is inconsistent with the Carve Out Purchase Price Allocation Schedule, unless required to do so by applicable law. In the event that the Carve Out Purchase Price Allocation Schedule or the Reverse Carve Out Purchase Price Allocation Schedule is disputed, in whole or in part, by any Tax Authority, the Parties shall proceed in accordance with clauses 12.10(e) and 12.10(f).

Any external Costs reasonably incurred in connection with such proceedings shall be borne by Sellers who bear their own (internal and external) Costs. For the avoidance of doubt, this shall include any external Costs reasonably incurred in connection with any Tax proceeding and/or Tax litigation of any of the Brazilian Entities relating to the Pre-Financial Closing Date Tax Period or that of portion of the Straddle Period that ends on the Financial Closing Date.

Closing Date onwards (such as the Transitional Services Agreements, the IP Agreements or the Product Supply Agreements but for the avoidance of doubt not including the Carve Out Agreement) and agree that any clause that is dealing with the tax treatment of the underlying supplies and services provided for in these agreements shall remain unaffected by the foregoing principles.

In this clause 12 and as regards the determination of Taxes in Working Capital:

Purchaser warrants to Sellers that as at the date of this Agreement, the warranties set out in clauses 13.1 through 13.6 are true and accurate in all material respects ("Purchaser's Warranties"). Purchaser's Warranties shall be deemed to be repeated immediately before Closing (except for the Purchaser’s Warranty under clause 13.5(b)) by reference to the then existing facts and circumstances.

Purchaser is validly incorporated, in existence and duly registered under the laws of its jurisdiction and has the power to conduct its business as conducted at the date of this Agreement.

Entry into and performance by Purchaser of this Agreement and/or any Transaction Document to which it is party will not (i) breach any provision of its memorandum and articles of association, by-laws or equivalent constitutional documents or (ii) (subject, where applicable, to fulfilment of the Closing Conditions) result in a breach of any laws or regulations in its respective jurisdiction of incorporation or of any order, decree or judgment of any court or any Governmental Entity or regulatory authority, where (in either case) failure to obtain them would adversely affect to a material extent its ability to enter into and perform its obligations under this Agreement and/or any Transaction Document to which it is a party.

Purchaser is neither insolvent nor bankrupt under the laws of its jurisdiction of incorporation, unable to pay its debts as they fall due nor has entered into any arrangement (whether by court process or otherwise) with its creditors or any class of its creditors (except as set forth in the Debt Commitment Letter). The Purchaser has not received any written notice concerning or is otherwise aware of the appointment of an administrator or a receiver (including any administrative receiver or the equivalent to a receiver or administrative receiver in the relevant jurisdiction) in respect of the whole or any material part of the property, assets and/or undertaking of the business of Purchaser as carried on as at the date of this Agreement. No order has been made or resolution has been passed for the winding up of Purchaser and no petition presented for that purpose.

in any undertakings which give rise to an opinion deviating from the opinion in the preceding sentence.

Purchaser has equity commitments and committed loan facilities which will at Closing provide in immediately available funds the necessary cash resources to pay the Initial Purchase Price and the Initial Inter-Company Payment Amount and meet its other obligations under this Agreement provided that this warranty shall be subject to the terms of the Equity Commitment Letter and the Debt Commitment Letter.

Save as provided for in clause 14.2 or in the Transitional Services Agreements, nothing in this Agreement shall give to any member of Purchaser Group any rights (including with respect to Intellectual Property Rights) in any Sellers' Trademarks or Sellers' Images. All such rights owned by Sellers Groups shall continue to vest in the relevant member of Sellers' Groups.

without undue delay, including any actions necessary to eliminate the use of such Names and such Sellers' Images within six (6) months of the Closing Date from

installation by, or on behalf of, any member of Purchaser Group after the Closing Date (but, in any event, within twelve (12) months of the Closing Date).

Seller for no consideration any rights the Business might have acquired by its use of a Name or otherwise in any of Sellers' Trademarks.

The Purchaser acknowledges that:

The Purchaser agrees and undertakes to indemnify Sellers, PLC and/or its respective Subsidiaries for any and all Costs and Liabilities incurred by any member of Sellers' Groups arising from, or in connection with any third party claims arising out of, or relating to any use of Sellers' Trademarks and/or Sellers' Images by any member of Purchaser Group after the Closing Date other than in compliance with this clause 14.

On or as soon as possible after the Closing Date, Purchaser and Sellers shall send out a joint notice in a form and to a list agreed between Sellers and Purchaser, such agreement not to be unreasonably withheld or delayed, of the suppliers, customers and clients of the Business advising them of the transfer of the Business.

((i) through (vii) the "Permitted Actions").

other than to another Target Company any fixed assets with an aggregate value in excess of five million (5,000,000) USD;

Sellers shall, and shall procure that the relevant Local Seller and the relevant Target Company will, between the date of this Agreement and the Closing Date (i) apply, upon Purchaser's reasonable and detailed request and at Purchaser's Cost, for any regulatory permit, license or authorisation ("Regulatory Permit") for the relevant Target Company (or any amendment of existing Regulatory Permits) which it does not already have and is required for the Target Company to carry on the Business in a manner consistent with past practice, and use reasonable efforts to obtain such Regulatory Permit prior to Closing and, (ii) in case (i) cannot be completed by Closing, agree with Purchaser upon appropriate transitional arrangements to be entered into by the relevant member of Sellers' Groups and the relevant Target Company for a transition period between Closing and the date the required Regulatory Permit will have been obtained, such agreement not to be unreasonably withheld or delayed.

From the date of this Agreement until (and including) the Closing Date, members of Sellers' Groups shall and shall procure that the Target Companies ensure that all material policies of insurance maintained by them in respect of the Business continue in full force and effect and take no action / grant no consent that any JVCo reduces the scope of insurance other than required by law or fiduciary duties.

Upon Closing, all insurance cover arranged in relation to the Business by the Sellers' Groups, other than insurance cover held by the Target Companies and JVCos with a third party and being unrelated to group insurance policies arranged by the Sellers' Groups, shall cease and no member of the Purchaser Group shall make any claim under any such policies in relation to insured events arising after Closing. Sellers and any members of Sellers' Groups shall be entitled to make arrangements with its insurers to reflect this clause.

Prior to Closing, the Sellers shall use and shall (subject to any legal limitations) cause the Target Companies to use commercially reasonable endeavours to provide to the Purchaser, at the Purchaser’s sole expense, such cooperation as the Purchaser may reasonably request for the purposes of assisting the Purchaser in respect of (i) the preparation of its debt financing (including syndication) arrangements and (ii) the preparation of the refinancing of the existing financing (including hedging), bank guarantee or similar requirements of the Target Companies which have to be refinanced upon Closing due to change of control or similar provisions or need to be repaid by Closing under the terms of the Purchaser's debt financing or such other financing which is to be repaid and/or cancelled within 30 (thirty) calendar days of the Closing Date or, with respect to the Colombian Entities, within 30 (thirty) calendar days of a Deferred Closing, as the case may be, including any change of control or similar waivers, security releases, and the submission of prepayment and other notices, in connection with the transactions contemplated under this Agreement and the other Transaction Documents.

The Sellers and the Purchaser shall cooperate (each acting reasonably) prior to the Closing Date to identify the Financial Debt that is subject to any cancellation right of the financing party due to a change of control or similar provision that may be triggered by virtue of the transactions contemplated by this Agreement or other Transaction Documents or shall otherwise be repaid and/or cancelled within 30 (thirty) days of the Closing Date or, with respect to the Colombian Entities, within 30 (thirty) days of a Deferred Closing, as the case may be, and to identify any Prepayment Amounts in respect thereof.

Nothing in this clause 15.4 shall require any member of the Sellers' Groups or any Target Company to take any action under this clause 15.4 to the extent doing so would (A) interfere or disrupt unreasonably with the business or operations of any member of the Sellers' Groups or any Target Company or (B) require any member of the Sellers' Groups or any Target Company to take any action that would conflict with or violate any such entity's (x) constitutional documents, (y) any of its contracts or duties of confidentiality unless each recipient of the information agrees to back-to-back confidentiality agreements or (z) any laws or (C) result in any member of the Sellers' Group or any Target Companies or any of their respective officers, directors, employees, advisors, agents or other representatives incurring or exposing itself to any personal liability or (D) require any member of the Sellers' Groups or any Target Company to enter into any documentation or to make any declarations or statements or to assume, incur or exposing itself to any liability or obligations (other than (i) any prepayment and/or cancellation notices in connection with any Financial Debt which can effectively be made and are so made explicitly subject to Closing having occurred and / or (ii) any documentation

by the Target Companies (including release documentation) which is only released and effective as from the Closing).

Purchaser shall indemnify, defend and hold each member of the Sellers' Groups, each Target Company and each of their respective representatives (i.e., employees, officers, directors, advisers and other representatives) harmless from and against any and all liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) incurred by such member of the Sellers' Groups or Target Company and their respective representatives in connection with any action or support granted under this clause 15.4 except to the extent that such liabilities, losses, damages, costs, and expenses arise out of gross negligence or wilful misconduct by a member of Sellers' Groups or a Target Company.

The Sellers shall only be liable for a breach of the obligations under this clause 15.4 in case of wilful misconduct and/or gross negligence.

To the extent

in case of a Perimeter Change the Perimeter Change Equity Value exceeds an amount of USD 25,000,000 up to USD 125,000,000 (any such excess amount "Perimeter Change Excess Amount I"), at the written request of Purchaser to be provided to Sellers prior to the Closing, an amount equal to the Perimeter Change Equity Value Excess Amount I shall not be due and payable at Closing, but shall be deferred by Sellers for a period of six (6) months following the Closing Date as determined by Purchaser in its written request without bearing interest; and

in case of a Perimeter Change the Perimeter Change Equity Value exceeds an amount of USD 125,000,000 (any such excess amount "Perimeter Change Excess Amount II"), at the written request of Purchaser

the assets or businesses underlying the Perimeter Change Excess Amount II shall be acquired by the Sister Company and an amount equal to the Perimeter Change Excess Amount II minus the funding set forth in (iii) shall not be due and payable at Closing, but shall be deferred by Sellers for a period of six (6) months following the Closing Date without bearing interest.

The Purchaser may determine the allocation of Perimeter Changes between Purchaser and its Subsidiaries on the one hand and Sister Company and its Subsidiaries on the other hand in its discretion, acting reasonably, with the objective to obtain the necessary financing to pay the deferred amount to the Sellers, provided that no more Perimeter Changes shall be allocated to Purchaser Group than lead to a deferred amount in excess of USD 100,000,000 owed by Purchaser Group. The Purchaser shall, until the deferred amounts have been paid, maintain such allocation, unless a change of such allocation does not materially negatively effect the repayment risk profile of the Sellers.

Any deferred amount under this clause 15.5 may be paid at any time before the end of the term of the deferral.

Subject to the necessary exceptions and adjustments to allow for a Deferred Closing, in particular according to clauses 9.5(b)(iii), (v) and (vi), the Parties agree that, after the Closing Date, the relationships between members of Sellers' Groups, PLC or Persons Controlled by PLC on the one side and the Target Companies on the other side shall be exclusively governed by the terms of:

All other (i) agreements existing between members of Sellers' Groups on the one side and the Target Companies on the other side, and (ii) services provided by members of Sellers' Groups to the Target Companies (or vice versa), and (iii) charges charged or claims claimed by members of Sellers' Groups to the Target Companies (or vice versa), in the case of (i) to (iii) prior to or until and including the Closing Date (the "Non-Surviving Inter-Company Relations"), shall be terminated with effect from Closing.

The treatment of Inter-Company Payables and Inter-Company Receivables and any underlying agreements or other arrangements in relation thereto shall be governed exclusively by the provisions set out in clause 5.

Subject to clause 5.8, the Parties shall and shall procure that the relevant parties to the respective Non-Surviving Inter-Company Relations, to the extent they are member of the Sellers’ Groups or of the Purchaser’s Group respectively, enter into a termination agreement or accept a termination notice with regard to such Non-Surviving Inter-Company Relations as of the date after the Closing Date without any obligation of any party to the Non-Surviving Inter-Company Relations to make compensation or similar payments in connection with the termination, even if the respective Non-Surviving Inter-Company Relations provide for any of the aforementioned.

Any trading relationships in the ordinary course shall remain unaffected and any Trade Receivables and Trade Payables will be settled in the ordinary course of business.

For the longer of (i) the retention period under applicable laws and (ii) the period of seven (7) years following the Closing Date, Purchaser shall procure that:

For the longer of (i) the retention period under applicable laws and (ii) the period of seven (7) years following the Closing Date, Sellers shall procure that:

Each of the Parties shall for no additional consideration or payment execute (or procure the execution of) such further documents and take such further action as may be required by law or be necessary to implement and give effect to this Agreement.

Purchaser is aware that after Closing, Target Companies will remain liable for any obligations arising from any retention letters issued or bonus plans or commitments made to Employees, or any person who would have been an Employee had he or she not ceased to be an employee prior to the Closing Date, by Linde, companies of the Linde Group or Target Companies, including the "STIP", "MTIP" and "LTIP", entered into prior to the Closing Date (together, the "Retention Letters" and such employees "Bonus Employees").

The financial institutions named therein have issued a letter dated 13 July 2018 (the "Debt Commitment Letter") setting out the terms of an unconditional irrevocable debt financing commitment, subject only to (i) the fulfilment of the Closing Conditions (ii) the obligation of Purchaser to fund the equity portion of the Final Purchase Price, and (iii) the terms of the Debt Commitment Letter a copy thereof and of the form of interim facility being attached as Schedule 11;

and

(A) CVC Capital Partners VII (A) L.P., CVC Capital Partners VII Associates L.P. and CVC Capital Partners Investment Europe VII L.P. have issued an equity commitment letter, and (B) Messer Group GmbH has issued a commitment letter, copies of such commitment letters being attached as Schedule 12 (jointly the "Equity Commitment Letter").

Purchaser undertakes following the date of this Agreement and until Closing has taken place to not amend, alter or modify any of the Debt Commitment Letter (including any annexes or schedules thereto) or Equity Commitment Letter in a manner which would adversely affect the Purchaser's ability to fulfil its payment obligations pursuant to this Agreement.

PLC hereby unconditionally and irrevocably guarantees as of the completion of the BCA to Purchaser by means of an independent guarantee promise the full, due and timely performance of any obligations of Sellers under this Agreement and the Transaction Documents ("PLC Guarantee").

Purchaser may, as between the Parties without effecting the validity of any payment request, call upon the PLC Guarantee if the due date for a respective Sellers' obligation has passed for more than thirty (30) Business Days and Purchaser's claim has not been settled within such period by Sellers, provided that the only remedy of Purchaser for a claim under the PLC Guarantee shall be damages.

If there is any conflict between the terms of this Agreement and any other Transaction Document, this Agreement shall prevail (as between the Parties to this Agreement and as between any members of Sellers' Groups, PLC or Persons Controlled by PLC and any members of Purchaser Group) unless (i) such other Transaction Document expressly states that it overrides this Agreement in the relevant respect and (ii) Sellers and Purchaser are either also parties to that other Transaction Document or otherwise expressly agree in writing that such other agreement shall override this Agreement in that respect.

Without prejudice to clause 19.1, Purchaser undertakes that no claim shall be made by any member of Purchaser Group or by any Target Company or any JVCo against any member of Sellers' Groups under any of the Local Transfer Agreements for breach of any warranty, representation, undertaking, covenant or indemnity relating to the sale of any of the Target Companies or JVCos other than those which are required to implement the transfer of those DivestCo Shares which are to be transferred on the basis of the relevant Local Agreement. Should, nevertheless, such claims be made, Purchaser shall indemnify and hold harmless all relevant members of Sellers' Groups in respect of any claims, actions, proceedings, losses and Costs arising in respect of the same.

Purchaser assumes as of the Closing Date full responsibility as owner of the DivestCo Shares and the Target Companies and, except for claims arising under this Agreement, the Transaction Documents or the Carve Out Agreements, or claims which according to these agreements are otherwise allowed to be pursued, shall and shall procure that each member of Purchaser Group, including the Target Companies: (i) waives, with effect as of Closing or as soon as permitted under applicable law, and (ii) abstains from pursuing, (in each case) any claim against any member of Sellers' Groups and any Sellers' Representative in connection with the Business or with the direct or indirect shareholding or ownership interest of any member of Sellers' Groups in any of the Target Companies before the Closing.

If, after Closing has taken place, any member of Sellers' Groups or any Sellers' Representative is held liable for any existing or future claims, actions, proceedings, losses and Costs or obligations (on whatever legal grounds, and whether known or unknown, actual or contingent, accrued or not accrued):

or member of any corporate body of any Target Company, or the conduct of the business of any Target Company unless, in case of claims by third parties, such existing or future claims, actions, proceedings, losses and Costs or obligations relate to a breach of law prior to Closing or Deferred Closing; or

then Purchaser shall indemnify and hold harmless each member of Sellers' Groups and any Sellers' Representative in respect of any claims, actions, proceedings, losses and Costs arising in respect of the same. The Parties acknowledge and agree that with respect to all indemnification claims Sellers, any member of Sellers' Groups or any Sellers' Representative may have under this Agreement (the "Sellers' Indemnification Claims") the provisions in paragraphs 6 to 10, 12, 16 to 20 of Schedule 8 shall apply mutatis mutandis. Sellers' Indemnification Claims shall exclude any internal costs and charges of Sellers and members of Sellers' Groups as well as of PLC and its Affiliates. The aggregate amount of the liability of the Purchaser for indemnification claims under this clause 20.2 shall not exceed the Final Purchase Price. Nothing in this clause 20.2 shall limit the right of the Purchaser or any member of the Purchaser Group to assert any claims or obligations against Sellers provided for under another provision of this Agreement (including the trading relationships referred to in clause 15.6), any of the Transaction Documents or the Carve Out Agreements or any other agreement entered into between the Parties following the date hereof.

The claims under this clause 20 shall become time-barred at the expiry of the statute of limitation applicable under statutory law.

No Party (nor any of their respective Affiliates) shall make any external public announcement or issue any external circular in connection with the occurrence of the Transaction or the existence or subject matter of this Agreement (or any other Transaction Document) without the prior written approval of Purchaser or Sellers, as the case may be (such approval not to be unreasonably withheld or delayed). The Parties will cooperate and act in good faith to align their communications to employees, customers and suppliers of the Business in relation to the Transaction.

The restriction in this clause 21.1 shall not apply to the extent that the announcement or circular is required by law, by any stock exchange or any regulatory or supervisory body or authority of competent jurisdiction, whether or not the requirement has the force of law. If this exception applies, the Party making the announcement or issuing the circular shall use its reasonable efforts to consult with the other Parties in advance as to its form, content and timing.

force of law, but if a person is so required to disclose any confidential information, the relevant party shall promptly notify the other Parties, where practicable and lawful to do so, before the disclosure occurs (as the case may be) and shall co-operate with the other Parties regarding the timing and content of such disclosure (as the case may be) or any action which the other parties may reasonably elect to take to challenge the validity of such requirement.

Sellers and PLC agree and undertake that between the date of this Agreement and Closing and, further, for a subsequent period of two (2) years from the Closing Date they will not, and will procure that no member of Sellers' Groups will (for as long as it is a member of Sellers' Groups), offer employment to, enter into a contract for the services of, or attempt to entice away any Key Employee.

Purchaser agrees and undertakes that between the date of this Agreement and Closing and, further, for a subsequent period of two (2) years from the Closing Date it will not, and will procure that no member of Purchaser German TopCo Group will (for as long as it is a member of Purchaser German

TopCo Group) offer employment to, enter into a contract for the services of, or attempt to entice away any persons who are then employees of Sellers or Sellers' Groups with whom Purchaser or Purchaser's Representatives have come in contact in the course of analysing or negotiating the Transaction.

Nothing in this clause 22 shall prevent PLC or persons Controlled by PLC, any member of Sellers' Group, or Purchaser German TopCo Group, respectively, from offering to employ, entering into a contract for the services or attempting to entice any person away where such employee has not been approached by or on behalf of any member of PLC, persons Controlled by PLC or Sellers' Groups or Purchaser German TopCo Group, as applicable, but has responded to a public advertisement open to employees' generally which has not been drawn to that employee's attention by or on behalf of Sellers' Groups, PLC, persons Controlled by PLC or Purchaser German TopCo Group, as applicable.

This clause 22.4(a) shall not restrict Sellers or any member of Sellers' Groups or PLC or any of its Affiliates from selling or soliciting the sale of:

indirectly, on a Seller's or any member of the Sellers' Groups', PLC's or persons' Controlled by PLC own behalf, on behalf of any other person or jointly with any other person.

Any notice in connection with this Agreement shall be in writing in English and delivered by hand, fax, registered post or courier using an internationally recognised courier company. A notice shall be effective upon receipt and shall be deemed to have been received (i) at the time of delivery, if delivered by hand, registered post or courier or (ii) at the time of transmission if delivered by fax provided that in either case, where delivery occurs outside Working Hours, notice shall be deemed to have been received at the start of Working Hours on the next following Business Day.

From the date of this Agreement until Closing, notices delivered in accordance with clause 15.1(a) (and only for the purposes of clause 15.1(a)) may be delivered by Email, the applicable Email addresses (for those purposes only) are set out below.

The addresses and fax numbers of the Parties for the purpose of clause 23 are:

Linde AG

Klosterhofstraße 1

80331 Munich

Germany

Attention: Head of M&A

Fax: + 49 ###-###-####

Email: ***@***

with a copy (which shall not constitute notice) to Praxair (as per clause 23.1(b)) and to:

Linde AG

Klosterhofstraße 1

80331 Munich

Germany

Attention: Head of Group Legal and Compliance

Fax: +49 ###-###-####

Email: ***@***

Praxair, Inc.

10 Riverview Dr.

Danbury, CT 06810

United States of America

Attention: General Counsel

Fax: +1 ###-###-####

Email: ***@***

with a copy (which shall not constitute notice) to Linde (23.1(a)).

Linde Public Limited Company

The Priestley Centre

10 Priestley Road, The Surrey Research Park

Guildford, Surrey GU2 7XY

United Kingdom

Attention: Company Secretary

Fax: +44 1483 242300

with a copy (which shall not constitute notice) to Linde and Praxair (as per clauses 23.1(a) and (b)).

MG Industries GmbH

Attention: Dr Hans-Gerd Wienands (CFO) / Dr Daniel Pindur

Messer Platz 1

65821 Bad Soden

Germany

Fax: +49 ###-###-####

Email: ***@*** / ***@***

with a copy (which shall not constitute notice) to:

with a copy (which shall not constitute notice) to:

Purchaser shall maintain an agent for service of process and any other documents in proceedings in England or any other proceedings in connection with this Agreement and any other Transaction Document. Such agent shall initially be TMF Global Services (VK) Ltd., 6 St Andrew Street, 5th Floor, London, EC4A 3AE, United Kingdom. Any claim form, judgment or other notice of legal process shall be sufficiently served on Purchaser if delivered to such agent at its address for the time being. The Purchaser undertakes not to revoke the authority without giving at least ten (10) Business Days' notice in writing to Sellers of such proposed revocation and to appoint another such agent with an address in England upon such revocation. If, for any reason, Sellers reasonably request Purchaser to do so, it shall promptly appoint another such agent with an address in England and advise Sellers. If, following such a request, Purchaser fails to appoint another agent, Sellers shall be entitled to appoint one on behalf of Purchaser at the expense of Purchaser.

Sellers shall maintain an agent for service of process and any other documents in proceedings in England or any other proceedings in connection with this Agreement and any other Transaction Document. Such agent shall initially be Linde Public Limited Company at The Priestley Centre, 10 Priestley Road, Surrey Research Park, Guildford, Surrey, GU2 7XY, England. Any claim form, judgment or other notice of legal process shall be sufficiently served on any of Sellers if delivered to such agent at its address for the time being. Sellers undertake not to revoke the authority without giving at least ten (10) Business Days' notice in writing to Purchaser of such proposed revocation and to appoint another such agent with an address in England upon such revocation. If, for any reason, Purchaser reasonably requests Sellers to do so, they shall promptly appoint another such agent with an address in England and advise Purchaser. If, following such a request, Sellers fail to appoint another agent; Purchaser shall be entitled to appoint one on behalf of Sellers at the expense of Sellers.

This Agreement and the other Transaction Documents contain the whole agreement between the Parties relating to the transactions contemplated by this Agreement and the other Transaction Documents and supersede all previous agreements (whether oral or written) between the Parties relating to these transactions, other than the Confidentiality Agreements.

It is agreed between the Parties that:

of the members of Sellers' Groups or Sellers' Representatives or members of Purchaser Group or Purchaser's Representatives (as the case may be)) in relation to the Transaction;

provided that nothing in this clause shall exclude any liability for (or remedy in respect of) fraud or fraudulent misrepresentation by a Party.

The provisions set out in Schedule 8 shall, to the extent set forth in this Agreement including Schedule 8, apply to all claims under or in connection with this Agreement.

Each Party agrees to the terms of this clause 24.2 on its own behalf and as agent for each of the members of Sellers' Groups and Sellers' Representatives or members of Purchaser Group and Purchaser's Representatives (as the case may be).

Except as otherwise provided in this Agreement or any other Transaction Document, each party shall be responsible for its own Costs (including those of its Affiliates) incurred in connection with the Transaction.

Purchaser shall bear all notarisation fees, stamp duties, transfer Taxes, any fees of courts or Governmental Entities or regulatory authorities with respect to notifications, filings or regulatory proceedings concerning the consummation of the Transaction and any related interest or penalties arising as a result of this Agreement or of any of the other Transaction Documents, excluding, however, any such costs caused by the Carve Out or by pursuing the BCA Clearance Condition.

Subject to the provisions of this clause 25.2, unless Sellers and Purchaser agree in writing, no party shall assign, transfer or charge all or any of its rights under this Agreement or under any Transaction Document nor grant, declare, create or dispose of any right or interest in it.

Purchaser as well as the Local Purchasers shall be permitted to assign, transfer or charge all or some of their rights under this Agreement to each member of the Purchaser German TopCo Group, provided that (i) such assignment, transfer or charge shall not diminish the rights or increase the obligations of the Sellers hereunder and (ii) any such assignee shall be entitled to bring claims or assert rights under or in connection with this Agreement only through Purchaser acting as sole authorized representative (clause 23.2 remains unaffected), provided that in each case clause 15.5 shall remain unaffected.

Any member of the Purchaser German TopCo Group shall, subject to applicable laws, be permitted to at any time assign, transfer, pledge or otherwise delegate all but not less than all of its rights or claims under this Agreement to any lenders or providers of finance to it or any of its Affiliates (or in each case any agents or trustees on their behalf) as required solely for the purposes of debt financing the Transaction or the Purchaser German TopCo Group, provided that such assignment, pledge, transfer or delegation shall not diminish the rights or increase the obligations of the Sellers hereunder. The Sellers undertake to execute such agreements and/or notices for or in connection with such assignment, pledge, transfer or delegation as the Purchaser may reasonably request promptly upon the Purchaser’s request, provided that in each case clause 15.5 shall remain unaffected.

Any purported assignment in contravention of this clause 25.2 shall be void.

Except as otherwise stated in this Agreement, a person who is not a Party to this Agreement may not enforce any of its terms under the Contract (Rights of Third Parties) Act 1999.

Except as provided in this Agreement, no failure or delay by any party in exercising any right or remedy relating to this Agreement or any of the Transaction Documents shall affect or operate as a waiver or variation of that right or remedy or subject to applicable limitation periods preclude its exercise at any subsequent time. No single or partial exercise of any such right or remedy shall preclude any further exercise of it or the exercise of any other remedy.

This Agreement may be executed in any number of counterparts, and by each Party on separate counterparts. Each counterpart is an original, but all counterparts shall together constitute one and the same instrument.

The Parties have participated jointly in the negotiation and drafting of this Agreement and, in the event of any ambiguity or question of intent or interpretation arising, this Agreement shall be construed as jointly drafted by the Parties hereto and no presumption or burden of proof shall arise favouring or disfavouring any Party by virtue of the authorship of any provision of this Agreement. Furthermore, prior drafts of this Agreement or the fact that any clauses have been added, deleted or otherwise modified from any prior drafts of this Agreement shall not be used as a basis of construction or otherwise constitute evidence of the intent of the Parties hereto; and no presumption or burden of proof shall arise favouring or disfavouring any Party hereto by virtue of such prior drafts. In addition, the Parties have each received independent legal advice relating to all matters provided for in this Agreement, and agree that the provisions of this Agreement are fair and reasonable.

No amendment of this Agreement (or of any other Transaction Document) shall be valid unless it is in writing and duly executed by or on behalf of all of the Parties to it.

In this Agreement (including any defined terms used therein), references to any person include the person's successor in title and permitted assignees.

Each of the provisions of this Agreement and the Transaction Documents is severable. If any provision is held to be or becomes invalid or unenforceable in any respect under the law of any jurisdiction, it shall have no effect in that respect and the Parties shall use all reasonable efforts to replace it in that respect with a valid and enforceable substitute provision the effect of which is as close to its intended effect as possible.

This Agreement and any non-contractual obligations arising out of or in connection with this Agreement shall be governed by English law.

Subject to the expert determination provisions set out in this Agreement, any dispute (including claims for set-off and counterclaims) arising out of or in connection with this Agreement, including disputes arising out of or in connection with: (i) the creation, validity, effect, interpretation, performance or non-performance of, or the legal relationships established by, this Agreement and (ii) any non-contractual obligations arising out of or in connection with this Agreement, which cannot be amicably resolved between the Parties within thirty (30) Business Days, or such further period as the Parties agree in writing, shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one arbitrator agreed upon by the Parties or, in case such agreement cannot be achieved within ten (10) Business Days, by three arbitrators whereby the claimant or claimants together, and respondent or respondents together, shall each be entitled to nominate one arbitrator, the third arbitrator being appointed by the two-party-nominated arbitrators. The seat of the arbitration proceedings shall be London, United Kingdom. The language of the arbitration shall be English. The decision of the arbitrator (or of the tribunal, as the case may be) shall be final and binding upon the Parties. No Party shall be required to give general discovery of documents, but may be required only to produce specific, identified documents which are relevant to the dispute.

Clause 27.2 shall be without prejudice to the right of any Party to apply to the English courts to seek interim relief, at any time before and after the arbitrator (or of the tribunal as the case may be) has been appointed, up until when the arbitrator (or of the tribunal as the case may be) has made its final

award, to prevent the continuation of an actual breach or a threatened breach of this Agreement and the Parties hereby submit to the non-exclusive jurisdiction of such courts for such purposes.

The Carve Out Steps and the measures contemplated to implement the Carve Out pursuant to the Carve Out Agreements are in material compliance with all applicable laws and regulations.

No Target Company owes any Financial Debt to any person outside Sellers' Groups or has any loan agreements and other loan commitments including bonds (with the exception of customary extensions of the due date of trade receivables or payables agreed in the ordinary course of business and of inter-company agreements to be terminated prior to or at Closing) exceeding ten million (10,000,000) USD, in each case, other than (i) Financial Debt owing pursuant to agreements or instruments the details of which are set out in the Data Room, (ii) Financial Debt which will be repaid on or before the Financial Closing Date or (iii) Financial Debt to be taken into account in the Closing Statement and reducing the Final Purchase Price.

provided however, that with respect to Cliffside Helium, LLC and/or Cliffside Refiners, LP, such Warranty is given only on the basis of the actual knowledge, as at the date of this Agreement, of the directors of BOC Holdings after due inquiry of Nick Haines without any further inquiry (and without the obligation to do so) and no knowledge of any member of Seller' Group or Sellers' Representatives (whether actual or constructive) shall be imputed to Sellers for the purpose of the statement concerned.

For purposes only of this paragraph 1.7(a) and (b) and for paragraphs 1.12(a) and (c) of Schedule 7, Purchaser's knowledge of the Carve Out Agreements shall not limit the scope of any Warranty Claim and the Carve Out Agreements shall not be considered Disclosed.

The Data Room contains a summary of the insurance agreements in place on the date hereof maintained by or covering each Target Company. To Sellers' Knowledge, all corresponding premiums have been duly paid when due, to the extent required to maintain the insurance coverage under said insurance agreements and said insurance agreements are in full force and effect. No individual or related claims under the insurance agreements for amounts in excess of one million (1,000,000) USD are outstanding.

or become entitled to exercise any material right (including any termination or pre-emption right or other option) or (y) any Target Company will be in material default, it being understood, that consent requirements for the assignment, novation, or split of Material Agreements shall be excluded from this Warranty.