Third Amendment dated February 20, 2019 to the Sale and Purchase Agreement, dated July 16, 2018, as amended by the First and Second Amendment thereto, by and among Linde AG, Praxair, Inc., Messer, and Linde plc, 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

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 as amended by the First Amendment of the Americas Sale and Purchase Agreement dated 22 September 2018 (the “1^st Amendment”) and the Second Amendment of the Americas Sale and Purchase Agreement dated 19 October 2018 (the “2^nd Amendment”) 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 2^nd Amendment, upon further discussions with regulatory authorities and operational needs in connection with the implementation of regulatory requirements, the Parties wish to settle a number of issues and to amend the SPA as set out herein.

INTERPRETATIONS

AMENDMENT OF SCHEDULES AND OF CLAUSE 1.1 OF THE SPA

Amendment of the Index of Schedules

The Index of Schedules to the SPA shall be amended to read as follows to reflect the insertion of new Schedules 25 through 30 to the SPA:

To reflect changes in the scope of assets and contracts to be transferred in the Transaction under the SPA and clarify certain provisions, the Parties agree to replace the following Schedules to the SPA by amended Schedules attached hereto as Annex 2(b):

Schedule 3 (Apportioning between DivestCo Shares),

Schedule 5 (Form of Closing Statement),

Schedule 14 (Welding Fumes Indemnification), and

Schedule 22 (Perimeter Change II Assets),

The Parties further agree to add the following Schedules to the SPA as new Schedules attached hereto as Annex 2(c):

“Schedule 6 (Closing Actions)”,

“Schedule 25 (Additional 1,500 tons LOX tank La Porte)”,

“Schedule 26 (Reliability increase of GOX Backup System)”,

“Schedule 27 (Decatur Control Room Separation)”,

“Schedule 28 (Changes in the allocation of CO₂ contracts)”,

“Schedule 29 (Draft O₂-Agreement between DivestCos and LyondellBasell)”, and

“Schedule 30 (Draft LOX back-up supply agreement and GOX offtake agreement)”.

Amendment of clause 1.1 of the SPA (Definitions)

“Additional IP License Agreement means the executed or Agreed Form (as the case may be) agreement relating to the licensing of certain engineering IP currently envisaged to be entered into between Linde AG on the one hand and Messer Industries USA, Inc. (previously MG Industries USA, Inc.), on the other hand;”

“Assignment and Assumption Agreement means the executed or Agreed Form (as the case may be) assignment and assumption agreement between Linde Gas North America LLC as assignor and LyondellBassell Acetyls LLC and Linde LLC as assignees regarding the assignment and assumption of the rights and responsibilities under an Agreement for Limitation on Appraised Value of Property for School District Maintenance and Operations Taxes dated November 12, 2013;”

“Decatur HyCO Control Center means the control room currently shared by Linde Gas North America LLC’s HyCO plant and Linde LLC’s purification and liquefaction plant at Decatur to be separated as set forth in Schedule 27;”

“Delineation Matters means the issues listed in clause 16.6;”

“Freezer Asset Transfer Agreement Columbia means the executed or Agreed Form (as the case may be) asset transfer agreement relating to the transfer of certain freezer assets between Linde AG and Linde Colombia S.A.;”

“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 in which the Financial Closing Date falls;”

“Idle ECOVARs has the meaning given to it in clause 16.6(d);”

“IP Transfer and Assignment Agreements means the executed or Agreed Form (as the case may be) intellectual property transfer and assignment agreements between Linde AG on the one hand and certain Target Companies on the other hand which provide for the transfer and assignment of certain intellectual property rights by members of Linde Group to certain Target Companies and vice versa relating to, as the case may be, Brazil, Columbia and Canada;”

The last paragraph of the definition of “Linde DivestCo Business” shall be amended as follows:

“Perimeter Change III Contracts has the meaning given to it in clause 16.6(e);”

“Perimeter Change III Employee means the one (1) operation technician to be transferred from Linde Group to Linde DivestCos as listed in Schedule 27;”.

AMENDMENT OF CLAUSE 2 OF THE SPA (CARVE OUT)

For purposes of:

the definitions of “Sellers’ Images” and “Sellers’ Trademarks”, the IP Transfer and Assignment Agreements;

clause 2.1 last para. (payments to be made but still outstanding) of the SPA, the Freezer Asset Transfer Agreement Colombia and the IP Transfer and Assignment;

clause 12 (Taxes) 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 IP Transfer and Assignment Agreements and the Freezer Asset Transfer Agreement Colombia;

clause 25.1 of the SPA, the IP Transfer and Assignment Agreements and the Freezer Asset Transfer Agreement Colombia; and

Schedule 7 paragraph 1.2 of the SPA, the IP Transfer and Assignment Agreements and the Freezer Asset Transfer Agreement Colombia,

For purposes of clause 12 (Taxes) 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 rights and responsibilities under the Agreement for Limitation on Appraised Value of Property for School District Maintenance and Operations Taxes dated November 12, 2013 pursuant to the Assignment and Assumption Agreement shall be considered to form part of the Carve Out.

The nomination by Purchaser pursuant to Section 3.3 of the SPA of Linde Gas Puerto Rico, Inc. to become the acquirer of General Gases of the Virgin Islands, Inc. shall not make such transfer become part of the Carve Out or the Carve Out Agreements. Instead, the transfer of the shares in General Gases of the Virgin Islands, Inc. to Linde Gas Puerto Rico, Inc. shall be a Closing action and be deemed to have occurred after the transfer of the shares in Linde Gas Puerto Rico, Inc. to the American Local Purchaser.”

DELINEATION MATTERS AND PURCHASE PRICE ADJUSTMENT

Reduction of the Purchase Price

Considering the delineation matters set forth under Section 4.2 below, the Parties agree to decrease the Enterprise Purchase Price by an amount of 7,500,000 USD.

To implement Section 4.1(a) first paragraph above, a new lit. (i) shall be added to clause 4.1 of the SPA as follows:

As a consequence, the Initial Purchase Price and the Final Purchase Price shall be calculated considering such changes outlined in Section 4.1(a) through 4.1(b) above.

Delineation Matters

Following further regulatory requirements and operational needs in their implementation and alongside the preparations of the Carve Out, the Parties have agreed to combine the handling of and comprehensively agree on the following matters:

building of an additional 1,500 tons LOX tank at La Porte;

enhancement of the ASU reliability at La Porte;

separation of Linde’s Decatur HyCo Control Center from Linde LLC’s CO² plant as requested under the unbundling requirement from the FTC;

transfer of the two idle disassembled ECOVAR assets (i) MicroLN (40 kscfh), manufactured by Cosmodyne in 1996/97, previously assembled at a customer site in Derry, Republic of Northern Ireland, for customer Seagate Technology and (ii) Flex-N (80 kscfh), manufactured by Cryostar-France S.A. in 1997/98, previously assembled at a customer site in Richmond, KY, for customer AGC Flat Glass North America, each located at the Butler warehouse at 315 Bantam Ave, Butler, PA 16001, USA, to Linde LLC;

reallocation of certain CO2 customers between members of Linde Group and Linde DivestCos;

reallocation of certain laser gas customers between members of Linde Group and Linde DivestCos;

requests by Linde DivestCos’ employees in respect of LTIP;

contribution by Linde to the capital expenditure required for the additional tank at La Porte, the enhancement of the ASU at La Porte and the separation at Decatur;

priority contracting for the construction of the aforementioned additional tank at La Porte and the enhancement of the ASU at La Porte, to members of Linde Group;

payment by Purchaser to Linde of any shortfall if the external costs (net amount, i.e. without VAT) incurred as cash out during the first 24 months from Closing or committed within such period and incurred within a further period of 12 months fall short of the amount of certain limits for (i) the construction of the additional tank at La Porte, (ii) for the enhancement of the ASU at La Porte and (iii) for the capital expenditures to separate the facilities at Decatur;

Purchaser supports Sellers to procure the signing, prior to Closing, of an O2-Agreement between DivestCos and LyondellBasell; and

entering into an additional LOX back-up supply agreement and GOX offtake agreement between the relevant member of Linde Group and DivestCo prior to Closing.

To implement section 4.2(a) above, a new Clause 16.6 shall be inserted into the SPA as follows:

The Purchaser shall build an additional 1,500 tons LOX tank at La Porte to enhance its back-up capacity as further set out in Schedule 25.

The Purchaser shall enhance the ASU reliability at La Porte as further set out in Schedule 26.

The Purchaser shall separate Linde’s Decatur HyCO Control Center from Linde LLC’s CO₂ Plant as requested under the unbundling requirement from the FTC as further set out in Schedule 27. This entails the Perimeter Change III Employee. The transfer of the Perimeter Change III Employee shall be implemented pursuant to the EMA. Any operating expenses associated will be solely borne by Purchaser.

Sellers shall procure that the two idle disassembled ECOVAR assets (i) MicroLN (40 kscfh), manufactured by Cosmodyne in 1996/97, previously assembled at a customer site in Derry, Republic of Northern Ireland, for customer Seagate Technology and (ii) Flex-N (80 kscfh), manufactured by Cryostar-France S.A. in 1997/98, previously assembled at a customer site in Richmond, KY, for customer AGC Flat Glass North America, each located at the Butler warehouse at 315 Bantam Ave, Butler, PA 16001, USA, (the “Idle ECOVARs”) are transferred to Linde LLC as part of the Carve Out by way of including the transfer of the Idle ECOVARs into the Master Carve Out and Asset Exchange Agreement, however on an “as is” basis excluding any representation or warranty, liability or indemnity with respect to the Idle ECOVARs, whether under the Carve Out Agreements or the SPA or otherwise, with an aim of implementing the necessary transfers prior to the Financial Closing Date.

Certain CO₂ customers shall, prior to Closing, be allocated differently between the members of Linde Group and Linde DivestCos as set out in Schedule 28 and such reallocation shall be considered part of the Carve Out. The CO₂ customer contracts transferred from Linde Group to Linde DivestCos set out in Schedule 28 (the “Perimeter Change III Contracts”) shall increase the Linde DivestCo Business and those transferred pursuant to Schedule 28 from Linde DivestCos to Linde Group shall reduce the Linde DivestCo Business. The Sellers shall use reasonable endeavours to procure the transfer of the Perimeter Change III Contracts from their current owners to Linde North America Inc., Linde LLC 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 with an aim of implementing the necessary transfers prior to the Financial Closing Date. Schedule 5 of Exhibit A (Carve-out Agreement) of the Master Carve Out and Asset Exchange Agreement shall apply to the Perimeter Change III Contracts and Schedule 5 of Exhibit B (Reverse Carve-out Agreement) shall apply to the contracts transferred from Linde DivestCos to Linde Group pursuant to Schedule 28.

Certain laser gas customers shall be allocated differently between members of Linde Group and Linde DivestCos as set out in the changes to Schedules 22 and shall be considered part of the Carve Out. With respect to the new laser gas customers that have been added by the Third Amendment of the Americas Sale and Purchase Agreement dated 20 February 2019, subject to Section 13 thereof, the provisions of the Second Amendment of the Americas Sale and Purchase Agreement dated 19 October 2018 relating to the Perimeter Change II Assets and to the Perimeter Change II Customer Relationships apply.

The employees of the Linde DivestCos will no longer participate in any LTIP of members of Linde Group. Should they request or should it be required that they participate in any future LTIP or comparable program, this shall be for the sole account of Purchaser.

Linde contributes an amount of (i) up to six (6) million USD to the additional tank at La Porte, (ii) up to four (4) million USD to the enhancement of the ASU at La Porte and (iii) up to three (3) million USD to the capital expenditure required for the separation of the Linde Decatur HyCO Control Center. The operational expenses for such separation are for the account of Purchaser only. The contributions by Linde shall be deemed to have been fully made by way of the adjustment of the Enterprise Purchase Price under Clause 4.1(i).

Purchaser will contract the construction of the additional tank at La Porte as set out in Schedule 25 to members of Linde Group if their offer is not higher than six (6) million USD. Purchaser will contract the enhancement of the ASU at La Porte as set out in Schedule 26 to members of Linde Group if their offer is not higher than four (4) million USD.

If Purchaser’s/Linde DivestCos’ external costs (net amount, i.e. without VAT) actually incurred as cash out during the first 24 months from Closing or committed to be incurred during such period and actually incurred within a period of 12 months thereafter (i) for the construction of the additional tank at La Porte fall short of six (6) million USD, (ii) for the enhancement of the ASU at La Porte falls short of four (4) million USD or (iii) for the capital expenditures to separate the facilities at Decatur as set out in Schedule 27 falls short of three (3) million USD, in each case, Purchaser shall pay to Linde the amount of such shortfall;

Purchaser shall support Sellers to sign, prior to Closing, an O₂- Agreement between DivestCos and LyondellBasell as set out in Schedule 29; and

Sellers shall procure that, prior to Closing, the relevant member of Linde Group enters into an additional LOX back-up supply agreement and GOX offtake agreement with DivestCo as set out in Schedule 30.”

Amendment of Transaction Documents and Carve Out Agreements

Amendment of clause 6.1 of the SPA

Interpretation of clause 4.1 of the SPA

Amendment of clause 15.6 of the SPA (Agreements as of Closing)

the Third Amendment of the Americas Sale and Purchase Agreement dated 20 February 2019.”

AMENDMENT OF CLAUSE 5.9 OF THE SPA (CANADA CASH AMOUNT)

For the avoidance of doubt, the Canada Cash Amount and the further Cash amount of CAD 10,000,000 shall constitute Cash and shall be included in the Closing Statement.

The Canada Cash Amount shall not be paid with the Initial Purchase Price pursuant to clause 4.2 and payment shall be deferred until the earliest point in time at which Purchaser has been able to extract the Canada Cash Amount by way of a loan, at the latest, however, until five (5) Business Days after the Closing (the “Canada Cash Extraction”). Such deferred portion of the Initial Purchase Price shall not bear any interest.

Purchaser shall procure that Linde Canada Ltd. will be merged into Local Canadian Purchaser by way of amalgamation as soon as reasonably practical after the Closing (expected to occur with effect as of the end of the fiscal year of Linde Canada Ltd.).”

AMENDMENT OF CLAUSE 8.2(A) OF THE SPA (COMMITMENTS AND PROCESSES REGARDING CLOSING CONDITIONS)

AMENDMENT OF CLAUSE 14.2 OF THE SPA

– subject to clause 14(b)(ii) – on any neckring of cylinders (but, for the avoidance of doubt, not the shoulder) being part of the Business, shall have to be removed latest upon the first cylinder testing of the cylinder at a cylinder testing facility undertaken in the regular cylinder testing period in accordance with the regular course of business (occurring after a transition period of at least one (1) month) by, or on behalf of, any member of Purchaser Group after the Closing Date (but, in any event, within ten (10) years of the Closing Date);

– subject to clauses 14.2(a)(ii)3.(A) and 14.2(b)(ii) – on any cylinders being part of the Business, shall have to be removed latest upon the first filling of the relevant cylinder by, or on behalf of, any member of Purchaser Group after the Closing Date (but, in any event, within ten (10) years of the Closing Date); and

on any freezers, tanks or other installations being part of the Business, but not located at a site of the Business on the Closing Date, shall have to be removed latest upon the first routine inspection or other visit (e.g. for maintenance or re- filling) of the relevant freezer, tank or other installation by, or on behalf of, any member of Purchaser Group after the Closing Date (but, in any event, within two (2) years of the Closing Date).”

AMENDMENT OF CLAUSE 16 OF THE SPA (POST-CLOSING COVENANTS)

AMENDMENT OF CERTAIN INFORMATION IN SCHEDULE 1 OF THE SPA (TARGET COMPANIES AND OWNERSHIP STRUCTURE)

AMENDMENT OF PARAGRAPH 1.3 OF SCHEDULE 7 OF THE SPA (FINANCIAL MATTERS)

Purchaser acknowledges that the swap of the contracts set out in Schedule 28 is not reflected in the Combined Carve Out Financial Statements. This is also set forth in Section 2.2(i) above.

To implement Section 10(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

AMENDMENT OF PARAGRAPH 1.9 OF SCHEDULE 7 OF THE SPA (CONTRACTUAL MATTERS)

AMENDMENT OF SCHEDULE 14 OF THE SPA (WELDING FUMES INDEMNIFICATION)

INTERPRETATION OF THE SPA WITH RESPECT TO TIME PERIODS “AS OF THE DATE OF THIS AGREEMENT” OR SIGNING

MISCELLANEOUS

Entirety of 3^rd Amendment

Provisions applied mutatis mutandis

/s/ Matthias von Plotho

/s/ Dr. Harald Voigts

Matthias von Plotho

/s/ Guillermo Bichara

/s/ C J Cossins

/s/ Michael Beck

/s/ Carsten Knecht

Name: Mr Michael Beck

Name: Mr Carsten Knecht

Title:    Managing Director (Geschäftsführer)

Title:     Managing Director (Geschäftsführer)

/s/ Michael Beck

/s/ Carsten Knecht

Name: Mr Michael Beck

Name: Mr Carsten Knecht

Title:    Managing Director (Geschäftsführer)

Title:     Managing Director (Geschäftsführer)

/s/ Carsten Knecht

/s/ Michael Beck