First Amendment dated September 21, 2018 to the 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 additional assets of Linde AG in the Americas 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

Linde Aktiengesellschaft, a stock corporation (Aktiengesellschaft) organised under the laws of the Federal Republic of Germany, registered with the commercial register (Handelsregister) of the local court (Amtsgericht) of Munich, Germany under registration number HRB 169850, having its registered address (Geschäftsanschrift) at Klosterhofstraße 1, 80331 Munich, Germany,

Praxair, Inc., a corporation organised under the laws of Delaware, USA, having its registered address at 10 Riverview Drive, Danbury, Connecticut, CT06810, United States of America,

Messer Industries GmbH (formerly MG Industries GmbH), a private limited liability company (Gesellschaft mit beschränkter Haftung) 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 111628, having its registered address at Messer-Platz 1, 65812 Bad Soden am Taunus, Germany,

Messer Canada Inc., a corporation organised under the laws of Canada, registered with the register of Corporations Canada under registration number 1083715-6 having its registered address at 199 Bay Street, Suite 5300, Commerce Court West, Toronto, Ontario M5L 1B9, Canada,

Messer Industries USA, Inc. (formerly MG Industries USA, Inc.), a company organised under the laws of Delaware, with registration number ###-###-#### and registered address at 251 Little Falls Drive, Wilmington, New Castle, Delaware 19808, United States of America,

Linde Public Limited Company, a public limited company organised under the laws of Ireland, having its business address at The Priestley Centre, 10 Priestley Road, The Surrey Research Park, Guildford, Surrey GU2 7XY, United Kingdom,

Whereas, inter alia, Linde, Praxair, and PLC have entered into a business combination agreement as of 1 June 2017, as amended, to effect a strategic combination of the businesses of Linde and Praxair (herein "BCA" and the transactions contemplated by the BCA the "Business Combination").

Whereas, the Parties have entered into a sale and purchase agreement as of 16 July 2018 to effect the sale and transfer of certain businesses ("SPA") in order to meet certain regulatory concerns with a view to close the BCA.

WHEREAS, after the signing date of the SPA, upon further discussions with regulatory authorities, in connection with the Business Combination the Purchaser has agreed that the Perimeter Change I Businesses, the Perimeter Change I Assets and the Perimeter Change I Contracts shall be included in the Transaction under the SPA. Linde wishes to procure the inclusion of the Perimeter Change I Businesses, the Perimeter Change I Assets and the Perimeter Change I Contracts in the Transaction under the SPA and to amend the SPA as set out herein.

The Index of Schedules to the SPA shall be amended to read as follows to reflect the insertion of a new Schedule 17, a new Schedule 19, a new Schedule 20 and a new Schedule 21 to the SPA:

To reflect the inclusion of the Perimeter Change I Assets, the Perimeter Change I Businesses and the Perimeter Change I Contracts (all as defined below) in the Transaction under the SPA, the Parties agree to replace the following Schedules to the SPA by amended Schedules attached hereto as Annex 2.1(b):

Schedule 3 (Apportioning between DivestCo Shares),

Schedule 4 (Principles of Closing Statement),

Schedule 13 (Carve Out Steps),

Schedule 15 (Retained Business), and

Schedule 16 (Helium Perimeter Change)

The Parties further agree to add the following Schedules to the SPA as new Schedules attached hereto as Annex 2.1(c):

"Schedule 17 (Perimeter Change I)";

"Schedule 19 (Financial Information)";

"Schedule 20 (Helium Contract Iwatani Transfer Agreement)"; and

"Schedule 21 (Financial Contract Information)".

"Agreed Form means, in relation to a document, the form of that document as initialled on or prior to the date of this Agreement or on, prior to or in the context of the 1st Amendment 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);"

"Back-to-Back Helium Contracts means the following agreements:

the Helium Sales and Purchase Agreement between Linde Gas North America LLC as seller and Linde LLC as buyer, covering parts back-to-back of the Helium Sales and Purchase Agreement between Ras Laffan Liquefied Natural Gas Company Limited, Ras Laffan Liquefied Natural Gas Company Limited (II), Qatar Liquefied Gas Company Limited, all Qatar, and BOC Group, Inc (now Linde Gas North America LLC) dated 24^th March 2003 and amended 18 December 2014;

the Helium Sales and Purchase Agreement between Linde Gas North America LLC as seller and Linde LLC as buyer, covering parts back-to-back of the Helium Sales and Purchase Agreement between Ras Laffan Liquefied Natural Gas Company Limited (3), Qatar Liquefied Gas Company Limited (II), Qatar Liquefied Gas Company Limited (3), Qatar Liquefied Gas Company Limited (4), all Qatar, and Linde Gas North America LLC, dated 28^th February 2010; and

the back to back letter Agreement between Linde Gas North America LLC and Linde North America, Inc. for helium sourced from a helium plant in the Amur Region owned and operated by the Gazprom Group;

the Transitional Product Supply Schedule to the Framework Product Supply Agreement (ID no. "04-204_Schedule_RNA_Supplemental Helium");"

"Carve Out Agreements means the Master Carve Out and Asset Exchange Agreement, the Carve Out Agreement, the Reverse Carve Out Agreement, the EMA, the Freezer Tunnel Transfer Agreement and the Helium Container Transfer Agreement executed or in Agreed Form (as the case may be) as well as other agreements in relation to the separation of the

"Divestiture Trustee has the meaning given in the FTC Order;"

"Enid Land Lease Agreement means the land lease agreement effective as of 1 October 1987 initially entered into between Farmland Industries, Inc. as lessor and The BOC Group, Inc., Airco Industrial Gases Division (as legal predecessor of Linde LLC) as lessee;"

"Enid Plant Operation Agreement means the Argon Plant Operation Agreement effective as of 1 October 1987 initially entered into between Farmland Industries, Inc. and The BOC Group, Inc., Airco Industrial Gases Division (as legal predecessor of Linde LLC), as amended by the "Amendment to Argon Plant Operation Agreement" effective as of 1 October 2003 between Koch Nitrogen Company (as legal successor of Farmland Industries, Inc.) and The BOC Group, Inc., Airco Industrial Gases Division (as legal predecessor of Linde LLC);"

"Financial Contract Information means the financials information attached as Schedule 21 hereto;"

"Financial Information means the combined financial information and the description of the basis of preparation attached as Schedule 19 hereto;"

"Freezer Tunnel Transfer Agreement means the Asset Transfer Agreement relating to the transfer of certain freezer assets to be executed between Linde AG and Linde LLC;"

"FTC Order means the Decision and Order issued by the FTC in connection with the proposed merger of Linde and Praxair;"

"Helium Contracts means the helium contracts set forth under numbers 1 and 3 to 6 of Schedule 16;"

"Helium Contract Iwatani means the portion of the helium product supply agreement between Praxair, Inc., as seller, and Iwatani Corporation, as buyer, effective as of 1 February 2012 (as amended from time to time prior to signing of the 1st Amendment dated 21 September 2018 and including the envisaged split of such helium product supply agreement between Praxair, Inc., as seller, and Iwatani Corporation, as buyer to allow for the partial assignment thereof), relating to the obligation to deliver to Iwatani Corporation 100 MM scf p.a. in 2018 on a pro rata temporis basis as of Closing, 100 MM scf p.a. during 2019, 145 MM scf p.a. during 2020, 122 MM scf p.a. during 2021, 100 MM scf p.a. during 2022;"

"Helium Container Transfer Agreement means the Asset Transfer Agreement relating to the transfer of certain helium containers;"

"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,

"Linde LAR Enid Plant means the LAR plant of Linde located at S 78^th St and Market, Enid, Oklahoma 73701, USA;"

"LMP LLC has the meaning given in clause 12.1(g);"

"Perimeter Change I Asset(s) means the assets listed in Schedule 17;"

"Perimeter Change I Businesses means the respective businesses as conducted by each of

the air separation unit located at 100 Industrial Park, Columbus, Mississippi 39701, USA,

the air separation unit located at 4301 Hurricane Creek Boulevard Antioch (Nashville), Tennessee 37013, USA,

the air separation unit under construction located at 5115 US-41, Adel, Georgia 31620, USA,

the CO2 plant located at 159 Andrew Chapel Road, Brandon, Mississippi 39042, USA,

the CO2 depot located at Zacha Yard, Lessor’s Track No. 713, Zone 15, City of Dallas, Texas, USA, and

the CO2 depot located at 1500 Northeast Parkway, Fort Worth, Texas 76106, USA,

"Perimeter Change I Contracts means the following agreements:

the CO2 FPU/purchase agreement at 11754 Road 120, Pixley, CA 93256 with Air Liquide, and

the Helium Contract Iwatani,

"Perimeter Change I Data Room means the following folders in the electronic file room named "Project Planet - Post Signing": (i) "A. Red Data Room", subfolder "4 Additional Disposals", (ii) "B. Green Data Room", subfolder "4 Additional Disposals" and (iii) "Red Data Room Praxair", such electronic file room hosted by Linklaters LLP as at 14 September 2018, comprising the documents and other information made available by Sellers to Purchaser, the

"Perimeter Change I Disclosure Letter means the letter from Sellers to Purchaser in relation to the Perimeter Change I Transaction executed and delivered before the date of this 1^st Amendment, and which, in case of information referred to in such letter, makes reference to (i) the Perimeter Change I Data Room or (ii) specified documents or folders of the Data Room;"

"Perimeter Change I Transaction means the acquisition of the Perimeter Change I Businesses, the Perimeter Change I Assets and the Perimeter Change I Contracts;"

"Shared Facilities Agreements means the following agreements:

Selkirk, New York (Lease/Shared Facilities Agreement);

La Porte, Texas (Lease/Shared Facilities Agreement);

La Porte, Texas (Easement Agreement);

Terrell, Texas (Lease/Shared Facilities Agreement);

Acton, Massachusetts (Lease/Shared Facilities Agreement);

Vancouver, Washington (Lease/Share Facilities Agreement);

Research Triangle Park, North Carolina (Lease/Shared Facilities Agreement);

City of Industry, California (Lease/Shared Facilities Agreement);

Butler, Pennsylvania (Lease/Shared Facilities Agreement);

Stewartsville, New Jersey (Lease Agreement);

Bridgewater, New Jersey (Lease Agreement);".

The Parties agree that after the date of this 1^st Amendment the Sellers shall procure (or, in respect of contracts, use reasonable endeavours to procure) the transfer of the Perimeter Change I Businesses and the Perimeter Change I Assets as set out in Schedule 13 to the SPA from their current owners to Linde North America Inc. (or to another Target Company as agreed between Sellers and Purchaser), or, if the current owner is already a Target Company, that they are kept by such entity, all as part of the Carve Out, with an aim of implementing the necessary transfers prior to the Financial Closing Date. The Parties agree that the Carve Out Steps shall be amended accordingly by amending Schedule 13 to the SPA as set forth in Section 2.1(a) above. The Parties further agree that the definitions "Retained Atmospheric Gases Business" and "Retained CO₂ Business" do not include the Perimeter Change I Business.

The Parties agree that after the date of this 1^st Amendment, the Sellers shall, to the extent such contracts are not already held by a Target Company, use reasonable endeavours to transfer the Perimeter Change I Contracts to Linde North America Inc., Linde LLC (or to another Target Company as agreed between Sellers and Purchaser) as of Closing. Only for purposes of clause 12 of the SPA and the allocation of taxes under other clauses of the SPA (such as clause 6.5 and clause 25.1 of the SPA), the transfer of the Perimeter Change I Contracts to Linde North America Inc. or another Target Company shall be deemed to be part of the "Carve Out" and not the "Transaction".

Furthermore, the Sellers shall procure that the relevant Target Company enters, with effect as of the Financial Closing Date, into the Agreed Form "Liquid Argon Sales Agreement".

The Parties will separately agree in good faith and document any amendments required with respect to the Transaction Documents and Carve Out Agreements to reflect the inclusion of

With respect to the transfer of the Perimeter Change I Contracts the following shall apply:

The Sellers shall assign, or shall procure the assignment of, the Perimeter Change I Contracts (including the Helium Contract Iwatani as set out in Section 2.2(l) and Schedule 16 of the SPA) with all rights and obligations relating to the period as from the Financial Closing Date but without any claims, obligation or liabilities (particularly no inventories, trade payables or trade receivables) relating to the period prior to the Financial Closing Date or relating to the parts of the helium product supply agreement between Praxair, Inc., as seller, and Iwatani Corporation, as buyer, effective as of 1 February 2012, as amended from time to time prior to signing of the 1st Amendment, that are not included in the Helium Contract Iwatani to Linde North America Inc., Linde LLC (or to another Target Company as agreed between the Parties) as of the Financial Closing Date subject to (under the condition precedent of) the necessary third party consents having been obtained in accordance with the provisions below; with respect to the transfer of the Helium Contract Iwatani the transfer documentation shall follow substantially the form of transfer agreement attached as Schedule 20 to the SPA; it being understood that the documentation concerning the transfers of the Perimeter Change I Contracts shall be part of the Definition of "Carve Out Agreements";

Sellers shall indemnify and hold the relevant Target Company harmless from and against any (A) liabilities relating to the Helium Contract Iwatani and rent liabilities under the Enid Lease Agreement, in each case relating to the period prior to the Financial Closing Date, (B) liabilities relating to such parts of the Helium Contract Iwatani which are not to be transferred pursuant to this 1^st Amendment, (C) claims of customers for the return of consideration paid under the Helium Contract Iwatani or other liabilities resulting from forwarding, as the case may be, of claims and proceeds according to Section 3.2(b)(iii) below, and (D) losses or costs and expenses which the Purchaser or the relevant Target Company may suffer or incur by reason of taking any reasonable action to avoid, resist or defend against any liabilities as per item (i) or (ii), in each case (A) through (C), if and to the extent such claims, liabilities, losses, costs and expenses have not been reflected in the Closing Statement;

Purchaser shall (A) forward without deduction to Sellers any claims and proceeds relating to the Helium Contract Iwatani relating to the period prior to the Financial Closing Date provided that such claims and proceeds have not been reflected in the Closing Statement and (B) except if and to the extent this is caused by Sellers' Groups having breached their supply obligations under the relevant Back-to-Back Helium Contracts, indemnify and hold harmless Sellers and any members of Sellers' Groups against any (x) liabilities relating to the Helium Contract Iwatani relating to the period as from the Financial Closing Date relating to such parts of the Helium Contract Iwatani which are transferred pursuant to this 1^st Amendment and (y) losses or costs and expenses which the Sellers or members of Sellers' Groups may suffer or incur by reason of them taking any reasonable action to avoid, resist or defend against any liabilities as per item (x);

Sellers and the respective Target Companies shall use their reasonable endeavours, both before and after the Financial Closing Date, to obtain all necessary third party consents on terms reasonably acceptable to both Sellers and Purchaser (acting reasonably) as soon as possible prior to the Financial Closing Date and, if such third party consents have not been obtained prior to the Financial Closing Date, as soon as possible after the Financial Closing Date, and to keep each other reasonably informed of progress in obtaining such consents and implementing such arrangements as soon as a consent is obtained;

neither Sellers, nor Purchaser nor any relevant Target Company shall have, however, any obligation to enter into any undertakings or grant any guarantees, bonds or other security in favour of any relevant third party; and

From the Financial Closing Date until necessary third party consents have been obtained and always to the extent these consents have not yet been obtained:

Sellers shall ensure that the relevant Target Company receives the benefits of the Perimeter Change I Contracts as if they had been transferred to the relevant Target Company as of the Financial Closing Date and Sellers shall use reasonable endeavours that the Purchaser and the relevant members of the Purchaser Group have continuous access to the relevant third party, provided that, if the FTC notifies Praxair that it is required to substitute the Helium Contract Iwatani with one or more contracts (the "Substitute Contracts"), Praxair may, at its sole option, terminate the obligations set out in this clause 3.2(b)(vi)(A) in respect of Helium Contract Iwatani on and from the date on which it (i) provides notification of such termination to the relevant Target Company (the "Notification Date") and (ii) ensures that the relevant Target Company receives the benefits of the Substitute Contracts as if they had been transferred to the relevant Target Company as of the Notification Date;

Purchaser shall ensure that the relevant Target Company shall assume the burdens and shall assume, carry out, perform and discharge the obligations of the relevant member of the Sellers' Groups under the Perimeter Change I Contracts (as applicable) to the extent they are lawfully able to do so, as if they had been transferred to the relevant Target Company as of the Financial Closing Date, provided that Praxair may, at its sole option, terminate the obligations in relation to the Helium Contract Iwatani under this clause 3.2(b)(vi)(B) on and from the Notification Date, in which event the Purchaser shall ensure that the relevant Target Company shall assume the burdens and shall assume, carry out, perform and discharge the obligations of the relevant member of the Sellers' Groups under the Substitute Contracts to the extent they are lawfully able to do so, as if they had been transferred to the relevant Target Company as of the Notification Date; and

Purchaser shall, except if and to the extent this is caused by Sellers' Groups having breached their supply obligations under the relevant Back-to-Back Helium Contracts, indemnify and keep indemnified the relevant member of the

The Parties acknowledge and agree that the assignment of the Perimeter Change I Contracts and of the Linde LAR Enid Plant shall not constitute a transfer of employees by operation of law.

The Parties acknowledge and agree that clause 22.4 (Sellers' Customer Non-Solicit Undertaking) of the SPA shall apply also in respect of (i) the Perimeter Change I Business and (ii) the Perimeter Change I Contracts .

Linde shall procure that the buyer of the hydrogen carbon monoxide partial oxidation plant located in La Porte, Texas, USA, replaces (under assumption of all rights and obligations) the relevant company of the Seller's Group as a party to the Easement Agreement relating to the real property located at 11603 Strang Rd La Porte, Texas, USA, and the Shared Facility Agreement relating to La Porte with effect as of the closing of the sale of the hydrogen carbon monoxide partial oxidation plant located in La Porte, Texas, USA, to a third party purchaser.

The Sellers shall procure at their own costs (i) to include the Perimeter Change I Businesses, the Perimeter Change I Assets and the Perimeter Change I Contracts in the Carve Out, or (ii) to transfer them at Closing as set forth herein.

Clause 2 of the SPA shall be supplemented by a new clause 2.3 as follows:

through ownership (subject to Permitted Encumbrances), employment, licence or contractual entitlement (including the Carve Out Agreements, the Transitional Services Agreement, the IP Agreement and Product Supply Agreements as well as other Transaction Documents);

not subject to termination, withdrawal, amendment or revocation, in each case, as a result of the transactions contemplated by this Agreement; and

at no charge to the relevant Target Companies or the Purchaser Group, other than charges:

of the kind incurred in the ordinary course of business by the relevant Target Companies in the 12-month period before the Closing (particularly under sourcing contracts and supply contracts) and reflected in the Financial Information;

relating to capital expenditures and expenditures foreseen in the budget or the business plan; or

under the Transitional Services Agreements, Carve Out Agreements, Product Supply Agreements, IP Agreements, Shared Facility Agreements, or the collaboration agreement between Linde (Engineering Division) and/or Linde Engineering North America Inc. on the one hand and the relevant Linde DivestCos on the other hand entered into in accordance with this Agreement, in each case only in relation to the kind of services that have already been identified as of the date of the 1^st Amendment.

the Perimeter Change I Transaction constitutes a "Perimeter Change" in terms of clause 8.2(a) of the SPA;

the inclusion of the Perimeter Change I Assets, the Perimeter Change I Business and the Perimeter Change I Contracts shall be reflected by an increase in the Enterprise Purchase Price as set forth in Section 5 below which shall be subject to the adjustments for Financial Debt, Cash, Working Capital and Inter-Company Receivables and Payables set forth in clause 4.1 (a) through (d) of the SPA as modified by Section 5 below;

given the agreement under Section 4(b) above, (i) the valuation principles for calculating the Perimeter Change Equity Value for the Perimeter Change I Assets, the Perimeter Change I Businesses and the Perimeter Change I Contracts set forth in clause 8.2(c)(i) through (iv) of the SPA shall not be applied and (ii) clause 4.1(g) of the SPA shall be disregarded for purposes of the calculation of the Final Purchase Price with respect to the acquisition of the Perimeter Change I Assets, the Perimeter Change I Businesses, and the Perimeter Change I Contracts under this 1^st Amendment;

the Perimeter Change I Transaction will be taken into account in case of any additional Perimeter Changes for the purposes of clauses 15.5 (b) and (c) of the SPA; and

notwithstanding any other provision in this 1^st Amendment or the SPA, no member of the CVC Network or Messer Group or Purchaser Group shall be obligated to contribute additional capital or assets in excess of the limitations under clauses 15.5(b) and (c) of the SPA.

Considering the purchase of the Perimeter Change I Assets, the Perimeter Change I Businesses (by way of the purchase of the DivestCo Shares) and the Perimeter Change I Contracts the Parties agree to increase the Enterprise Purchase Price by an amount of 222,200,000 USD to 3,547,200,000 USD and the Target Working Capital by an amount of 7,500,000 USD to 255,500,000 USD.

3,100,000 USD relating to the asset retirement obligation concerning the air separation unit located at 100 Industrial Park, Columbus, Mississippi 39701, USA, and

8,900,000 USD for the Brandon Liquifiers 1 & 2 Re-Life project minus the amount already spent as of the Financial Closing Date and minus the amount reflected in the Closing Statement as part of the Working Capital (as liability or provision).

To implement Section 5.1(a) above, the numbers and words for the Enterprise Purchase Price "3,325,000,000 USD (three billion three hundred twenty-five million US dollars)" in the first sentence of clause 4.1 of the SPA shall be replaced by the following numbers and words:

subtracting (i) the aggregate of the Financial Debt as at the Financial Closing Date and (ii) a fixed amount of 257,200,000 USD; and"

subtracting an amount of 8,900,000 USD reduced by (i) any amount spent (incurred and paid) as of the Financial Closing Date and (ii) any amount reflected in the Closing Statement as part of the Working Capital (as liability or provision), in each case for the Brandon Liquifiers 1 & 2 Re-Life project and in accordance with the capital expenditure plan disclosed to the Purchaser."

As a consequence, the Initial Purchase Price and the Final Purchase Price shall be calculated considering such changes outlined in Section 5.1(a) through (b) above.

Considering the requirement for Purchaser to submit (re-)filings or amend previous filings or make new filings, for the SPA Merger Clearance under clause 8.1(c) of the SPA to reflect the Perimeter Change I Transaction, the Parties agree to apply the commitments and processes regarding the SPA Clearance Condition foreseen under clause 8.2(b) of the SPA also to any (re-)filings or amendments of previous filings or new filings.

To implement Section 5.4(a) above, a new clause 8.2(d) shall be added to the SPA which shall read as follows:

Considering the requirement for Purchaser to submit (re-)filings, or amend previous filings, for the SPA merger clearance under clause 8.1(c) of the SPA to reflect the Perimeter Change I Transaction, the Parties agree to delay the point in time as of which the Sellers may unilaterally waive certain of the SPA Clearance Conditions set out in clause 8.3(b) of the SPA.

To implement Section 5.5(a) above, clause 8.3(b) of the SPA shall be amended and read as follows:

The Closing Condition set out in clause 8.1(c) may be (i) waived jointly by the Parties or (ii) waived by Sellers unilaterally and in their sole discretion by giving written notice to Purchaser, to the extent such Closing Condition relates to the Transaction having received competition approvals for, or the statutory waiting periods having expired in, Albania, China (PRC), Macedonia, Serbia, Bosnia & Hercegovina and the Ukraine, provided, however, that Sellers may not waive such Closing Condition (in full or in part) prior to the date on which the Closing Conditions that cannot be unilaterally waived in full or in part are satisfied, with such waiver by Sellers becoming legally effective to allow for a Closing on or after the later of (i) 24 October 2018 and (ii) ten (10) calendar days after the date of the BCA Closing, provided that in the latter case (ii) Closing shall occur on the first Closing Business Day of the calendar month immediately following the month in which the BCA Closing occurred (with the last calendar day of such month being the Financial Closing Date) at the latest even if less than ten (10) calendar days have elapsed since the BCA Closing."

A new clause 8.7 shall be added to the SPA which shall read as follows:

To reflect the addition of the termination rights under Section 5.6(a), item (ii) of the first subparagraph of clause 8.6 of the SPA shall read as follows

Sellers shall indemnify and hold the members of the Purchaser Shareholder Group harmless from and against fines and penalties, and related procedural costs and expenses incurred in

Sellers shall indemnify and hold the members of the Purchaser Shareholder Group harmless from and against any and all fines and penalties, and related procedural costs and expenses incurred in defending against such costs and penalties, imposed by the Chilean Governmental Entities resulting from the "Interim Hold Separate of Praxair Chile Limitada" as described in clause 13.2."

Sellers shall indemnify and hold Purchaser or the relevant Target Company harmless from and against

100% of all costs actually incurred for dismantling the existing Linde LAR Enid Plant, if (A) the landlord requires the dismantling of the existing Linde LAR Enid Plant and (B) within four (4) years following the Closing Date Purchaser fully dismantles the existing Linde LAR Enid Plant in accordance with the contractual obligations under the Enid Land Lease Agreement in connection with the Enid Plant Operation Agreement or delivers to Sellers a confirmation by the landlord that the dismantling obligation under the Enid Land Lease Agreement in connection with the Enid Plant Operation Agreement (in each case as amended without increase of the dismantling obligations) have been fully discharged and (C) Purchaser does not build another plant on the premises; or

50% of all costs actually incurred for dismantling the existing Linde LAR Enid Plant within four (4) years following the Closing Date, if Purchaser builds another plant on the premises,

the First Amendment of the Americas Sale and Purchase Agreement dated 21 September 2018;".

As from Closing and from a period of twenty-four (24) months thereafter ("Non-Solicitation Period"), Sellers and PLC shall not, and PLC shall procure that neither of its Affiliates will, directly or indirectly […]".

A new clause 25.9 shall be added to the SPA which shall read as follows:

A new clause 25.10 shall be added to the SPA which shall read as follows:

A new clause 25.11 shall be added to the SPA which shall read as follows:

Purchaser acknowledges that the Perimeter Change Transaction is not reflected in the Combined Carve Out Financial Statements as set forth in Section 2.2(n) above. The Parties agree that, in lieu thereof, the Financial Information and the Financial Contract Information which are not audited or reviewed by an auditor shall be the basis for a specific warranties relating to the financials of the Perimeter Change I Transaction instead of the warranty provided for the Combined Carve Out Financial Statements.

To implement Section 6.1(a) above, paragraph 1.3(a) of Schedule 7 to the SPA shall be amended and shall read as follows:

The Combined Carve Out Financial Statements were prepared in accordance with the requirements of all relevant laws and the relevant accounting principles then in force save as disclosed therein and subject to the basis of preparation and the assumptions made therein to reflect the separation of the respective business and, on the basis of the knowledge of the respective management when they were prepared, present fairly, in all material respects, the combined carve-out financial position of the respective Target Companies as of the date to which they relate, and the respective Target Companies' combined carve-out financial performance and such companies' combined carve-out cash flows for the periods to which they relate, provided that they do not take into account the changes in the helium perimeter set out in Schedule 16 or the addition of the Perimeter Change I Businesses, the Perimeter Change I Assets and the Perimeter Change I Contracts."

To implement Section 6.1(a) above, paragraph 1.3 of Schedule 7 to the SPA shall be supplemented by a new lit. (d) which shall read as follows:

The Financial Information was prepared using, on a consistent basis, the methodology used for the preparation of the Combined Carve Out Financial Statements set forth in paragraph 1.3(a), save as disclosed in such Financial Information and subject to the basis of preparation and the assumptions made in it to reflect the separation of the respective Perimeter Change I Businesses and presents fairly, in all material respects, the financial position of the respective Perimeter Change I Businesses as of the date to which it relates, and, on a combined basis, of the financial performance and cash flows of the Perimeter Change I Businesses for the periods to which it relates.

Considering that the Perimeter Change I Transaction is not reflected in the Combined Carve Out Financial Statements, the Parties agree to provide for a specific warranty regarding the Financial Debt relating to the Perimeter Change I Businesses instead of the warranty provided for the Financial Debt in paragraph 1.4 of Schedule 7 to the SPA.

To implement Section 6.2(a) above, a new paragraph 1.4(b) shall be added to Schedule 7 to the SPA which shall read as follows:

In relation to the Perimeter Change I Businesses only, the Target Companies will not owe at Closing any Financial Debt to any person outside Sellers' Groups or have 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), in each case, other than (i) Financial Debt which will be repaid on or before the Financial Closing Date or (ii) Financial Debt to be taken into account in the Closing Statement and reducing the Final Purchase Price.

As a consequence of the amendment set forth in Section 6.2(b) above, the former paragraph 1.4 of Schedule 7 to the SPA shall be the new paragraph 1.4(a) of Schedule 7 to the SPA.

has been disclosed to Purchaser or any of Purchaser's Representatives, in or by this Agreement, any other Transaction Document, the Disclosure Letter or any document or other information in the Data Room on or before the date of this Agreement in sufficient detail to enable a reasonable purchaser to identify and make a reasonably informed assessment of the nature of the fact, matter or circumstance so disclosed, provided, however, that any disclosure in relation to any Warranty Claim to the extent it relates to the Perimeter Change I Businesses, the Perimeter Change I Assets and the Perimeter Change I Contracts, the Perimeter Change I Transaction including the lack of liabilities regarding the Perimeter Change I Businesses shall be limited to the facts, matters, events or circumstances that have been disclosed in this Agreement, any other Transaction Document, the Perimeter Change I Disclosure Letter, or any document or other information in the Perimeter Change I Data Room, including references in the Perimeter Change I Disclosure Letter or the Perimeter Change I Data Room to specified documents or folders of the Data Room in sufficient detail to enable a reasonable purchaser to identify and make a reasonably informed assessment of the nature of the fact, matter or circumstance so disclosed ("Disclosed"); or".

Certain assets pertaining to the Brandon CO2 plant will be held, as of Closing, by Linde LLC and will be part of the Perimeter Change I Assets. As the Perimeter Change I Assets no longer foresee the formation of a joint venture, such step shall be abandoned and no sale and transfer of shares or interests in a Brandon CO2 LLC shall occur and the Brandon CO2 plant is included in the Perimeter Change I Assets in full.

References to Brandon CO2 LLC in the main body of the SPA shall be read as if they were deleted without substitution. The row with information on Brandon CO2 LLC (JVCo 5) under A.II.3. of Schedule 1 to the SPA, the corresponding definition and the entry of Brandon CO2 LLC in the North America target structure chart under A.II.1. of Schedule 1 to the SPA shall each be read as if they were deleted without substitution.

The Parties acknowledge and agree that the term Brazilian Entities used in clauses 6.5(b)(i) and 12.10(f) of the SPA refers to Linde Gases Ltda. (DivestCo 1) and Linde-BOC Gases Limitada (DivestCo 2).

From the date on which the Chilean Spin-Off becomes effective references to 'Praxair Chile Limitada' in clause 6.5(b)(ii) of the SPA shall be read as references to the Chilean new entity to which the business of Praxair Chile Limitada is spun-off or otherwise transferred.

Clause 12.1 of the SPA shall be amended by (i) deleting the word "and" at the end of lit. (e), (ii) by replacing "Group." at the end of lit. (f) by the words "Group; and" and (iii) by adding the following new lit. (g):

any Tax Liability for which any of the Target Companies or member of the Purchaser German TopCo Group is liable in consequence of recognition of income as a result of any deferred intercompany transaction (described in US Treasury regulations under section 1502 of the Code or similar provisions of state, local or foreign law) entered into by Linde Merchant Production LLC ("LMP LLC") and existing on or before the Closing.  For purposes of the indemnity provided for in this clause 12.1(g), the exclusions set forth in clauses 12.2(a)(ii), 12.2(a)(iv), 12.2(a)(x), 12.2(a)(xi), 12.2(a)(xii) and 12.2(a)(xiv) shall not apply, provided that Sellers shall not be liable under this clause 12.1(g) if after the Closing a check-the-box election is made with respect to LMP LLC to the effect that, contrary to Step 5 lit. f) of Schedule 13, LMP LLC is retroactively treated as a disregarded entity at any point in time prior to the Closing."

To Sellers' Knowledge, there are no material unremedied breaches by the Sellers' Groups or the Target Companies or, the counterparties of the Helium Contracts (other than the Helium Contract Iwatani) to the extent it would affect the back to back agreements. To Sellers' Knowledge, all Helium Contracts (other than the Helium Contract Iwatani) subject to the terms specified in Schedule 16, are in full force and effect. For the purposes of this warranty under Schedule 7 paragraph 1.9(c) reference to Sellers' Knowledge in relation only to the Helium Contracts (other than the Helium Contract Iwatani) means the actual knowledge as of the date hereof of Linde's Head of Global Helium and Rare Gases without any further inquiry.