Implementation Agreement, between the Company and Atotech, dated as of July 1, 2021

1.

INTERPRETATION

2.

CASH CONSIDERATION

3.

SHARE CONSIDERATION

4.

CONDITIONS

5.

IMPLEMENTATION OF THE ACQUISITION

6.

DOCUMENTATION, INFORMATION AND UNDERTAKINGS

7.

DIRECTORS’ AND OFFICERS’ INDEMNIFICATION AND INSURANCE

8.

COMPANY INCENTIVE PLANS

9.

RESPONSIBILITY FOR INFORMATION AND STANDARDS OF CARE

10.

CONDUCT PENDING COMPLETION OF THE ACQUISITION

11.

NON-SOLICITATION

12.

REPRESENTATIONS AND WARRANTIES

13.

TERMINATION

14.

FEES, COSTS, PAYMENTS AND TRANSFER TAXES

15.

ENTIRE AGREEMENT AND REMEDIES

16.

WAIVER AND VARIATION

17.

INVALIDITY

18.

ASSIGNMENT

19.

NOTICES

20.

COUNTERPARTS

21.

GOVERNING LAW AND JURISDICTION

SCHEDULE 1

TREATMENT OF COMPANY INCENTIVE PLANS

SCHEDULE 2

CONDITIONS

SCHEDULE 3

REPRESENTATIONS AND WARRANTIES

SCHEDULE 4

FINANCING COOPERATION

SCHEDULE 5

LIST OF IDENTIFIED CLEARANCES

SCHEDULE 6

INVESTOR RIGHTS AGREEMENT

ATOTECH LIMITED, a registered public company incorporated and existing under the laws of Jersey with registered number 127906 and whose registered office is at 3^rd Floor, 44 Esplanade St, Helier Jersey JE4 9WG (the “Company”); and

MKS INSTRUMENTS, INC., a corporation incorporated in Massachusetts with registered number ###-###-#### and whose office is at 2 Tech Drive, Suite 201, Andover, Massachusetts (the “Acquirer”)

Each of the parties wish to implement the Acquisition of the Company by the Acquirer.

The Company Directors intend to recommend the Acquisition to the Company Shareholders.

The parties have agreed that the Acquisition will be implemented by means of a scheme of arrangement, although the Acquirer may, in the circumstances and subject to the conditions set out in this Agreement, elect to implement the Acquisition by means of a Jersey Merger.

The Scheme will result in the Acquirer acquiring the entire issued and to be issued share capital of the Company.

The parties have agreed to take certain steps to implement the Acquisition and wish to enter into this Agreement to record their respective obligations relating to such matters.

INTERPRETATION

In this Agreement, its Recitals and Schedules, each of the following expressions shall have the following meaning:

Unless the context requires otherwise, words and expressions defined in or having a meaning provided by the Jersey Act at the date of this Agreement shall have the same meaning in this Agreement.

Unless the context requires otherwise, references in this Agreement to:

any of the masculine, feminine and neuter genders shall include other genders;

the singular shall include the plural and vice versa;

a “person” shall include a reference to any natural person, body corporate, unincorporated association, partnership and trust;

“Law” shall include statutes, statutory instruments, orders and regulations and directions made or issued under the same and shall be construed so as to include a reference to the same as it may have been, or may from time to time be, amended, modified, consolidated, re-enacted or replaced;

a party means a party to this Agreement and a reference to parties means each of the parties to this Agreement;

holding company, subsidiary and subsidiary undertaking shall be references to those terms as defined in the Jersey Act;

USD, US dollars or “$” shall mean the lawful currency of the United States of America;

a time of day are, unless expressly stated otherwise, to Jersey time;

include and including, and variations thereof, shall be deemed to be followed by the words without limitation; and

any English legal term for any action, remedy, method or form of judicial proceeding, legal document, court or any other legal concept or matter will be deemed to include a reference to the corresponding or most similar legal term in any jurisdiction other than England, to the extent that such jurisdiction is relevant to the Acquisition or the terms of this Agreement.

The headings in this Agreement are for convenience only and shall not affect its meaning. References to a Clause, Schedule or paragraph are (unless otherwise stated) to a clause of or a schedule to this Agreement or to a paragraph of the relevant Schedule. The Schedules form part of this Agreement and shall have the same force and effect as if expressly set out in the body of this Agreement.

CASH CONSIDERATION

The Acquirer represents, warrants and undertakes that sufficient resources will at the Effective Date be available for use to satisfy, and the Acquirer shall satisfy in full, the cash consideration requirements under and in connection with the Acquisition, including, without limitation: (i) the Cash Consideration to be paid on the Effective Date in respect of each Company Share; and (ii) any amount payable to holders of Awards pursuant to Company Incentive Plans, including those to receive payments in accordance with the terms of this Agreement; (together, in aggregate, the “Cash Funding Requirement”).

In the event that the Cash Funding Requirement is increased, references in this Agreement to the Cash Funding Requirement and to the amount required to enable the Acquirer to satisfy the Cash Funding Requirement in full shall be to the amount as so increased.

SHARE CONSIDERATION

Subject to the Effective Date having occurred, the Acquirer shall issue to each Company Shareholder the number of Acquirer Shares (rounded down to the nearest whole number) to which such Company Shareholder is entitled under the Scheme, and shall credit, or cause to be credited through the facilities of the Transfer Agent, such Acquirer Shares in either certified or book-entry form to the respective account of such Company Shareholder (including via The Depository Trust Company), as soon as reasonably practicable (and in any event within 1 Business Day) following the occurrence of the Effective Date. The number of Acquirer Shares to which such Company Shareholders are entitled under the Scheme shall be subject to adjustment for any share split, consolidation or other action impacting the number of Acquirer Shares to be received under the Scheme.

The Acquirer Shares to be issued pursuant to the Scheme will not be registered under the Securities Act, and will be issued pursuant to the exemption provided by Section 3(a)(10) under the Securities Act.

The Acquirer shall use all reasonable endeavours to cause the Acquirer Shares to be approved for listing on Nasdaq, subject to official notice of issuance, prior to the Court Hearing and, in any event, prior to the Effective Date.

The Acquirer shall consult with the Company to the extent reasonably practicable in respect of the appointment of the Transfer Agent (including the terms of the Transfer Agent Agreement).

The Company shall consult with the Acquirer to the extent reasonably practicable in respect of the appointment of the Receiving Agent (including the terms of the Receiving Agent Agreement).

CONDITIONS

The obligation of the parties to complete the Scheme (or, if the Acquirer elects to implement the Acquisition by way of a Jersey Merger pursuant to a Permitted Switch) is subject to satisfaction or, where permitted or required under this Agreement, waiver of the Conditions by the Acquirer or the Company, as applicable.

The Acquirer undertakes that by 20:00 p.m. on the date prior to the Court Hearing, it shall deliver a notice in writing to the Company either: (i) confirming the satisfaction or waiver of all Conditions specified in paragraph 1.2 of Schedule 2; or (ii) confirming its intention to invoke a Condition and, if (ii), it shall in such notice identify the Condition or Conditions which it considers it is entitled to invoke and provide reasonable details of the event which has occurred, or the circumstance which has arisen, which it considers entitle it to invoke that Condition or those Conditions.

The Acquirer undertakes to the Company to keep the Company informed promptly of the progress towards satisfaction (or otherwise) of the Conditions and, if the Acquirer is, or becomes, aware of any matter which might reasonably be considered to be material in the context of the satisfaction or waiver of any of the Conditions, it will in each case as soon as reasonably practicable make the substance of any such matter known to the Company and, so far as it is aware of the same, provide such details and further information as the Company may reasonably request. Nothing in this Agreement shall oblige the Acquirer to provide any information to the Company which the Acquirer is not permitted to provide pursuant to applicable Law or contractual obligation (provided, that, the Acquirer shall use all reasonable endeavours to make substitute arrangements or permit such disclosure in a manner that would not violate such restrictions).

If the Company is, or becomes, aware of any matter which might reasonably be considered to be material in the context of the satisfaction or waiver of any of the Conditions (including but not limited to a breach of any representation or warranty), it will in each case as soon as reasonably practicable make the substance of any such matter known to the Acquirer and, so far as it is aware of the same, provide such details and further information as the Acquirer may reasonably request. Nothing in this Agreement shall oblige the Company to provide any information to the Acquirer which the Company is not permitted to provide pursuant to applicable Law or contractual obligation (provided, that, the Company shall use all reasonable endeavours to make substitute arrangements or permit such disclosure in a manner that would not violate such restrictions).

The Identified Clearances shall be modified to include any additional Clearances that the Acquirer notifies the Company in writing as may be necessary for the purposes of the consummation of the Acquisition within no later than 15 Business Days from the date of this Agreement. The Acquirer shall be responsible for contacting and corresponding with the Relevant Authorities in relation to the Clearances, including preparing and submitting all necessary filings, notifications and submissions as soon as reasonably practicable following the publication of the Announcement. The Acquirer shall consult with the Company to the extent reasonably practicable and keep the Company updated as to progress towards obtaining such Clearances, including by taking the steps set out in Clause 4.7.

The Company undertakes to cooperate with the Acquirer in relation to the Clearances and to assist the Acquirer in communicating with any Relevant Authority in relation to such Clearances and promptly to provide such information and assistance to the Acquirer as they may reasonably require for the purposes of obtaining any such Clearance and for the purpose of making a submission, filing or notification to any Relevant Authority in connection with any such Clearance as soon as reasonably practicable.

Without prejudice to the generality of Clauses 4.5 and 4.6, the Acquirer undertakes to the Company that it shall:

make as promptly as reasonably practicable such filings with any Relevant Authority as are necessary or expedient for the implementation of the Acquisition (including, in the case of the Identified Clearances, by making complete filings to the Relevant Authorities by the date falling 25 Business Days after the Announcement);

take all such steps and make as promptly as reasonably practicable and within applicable deadlines and due dates such filings with all appropriate Relevant Authorities, jointly or separately, as are necessary or reasonably desirable to obtain the Clearances;

subject to applicable Law, as soon as reasonably practicable notify the Company and provide copies of any significant communications with any Relevant Authority in connection with obtaining the Clearances;

subject to applicable Law, use all reasonable endeavours to procure that the Company and its Representatives are able to attend any significant meetings or hearings and participate in any substantive discussions with any Relevant Authority in connection with obtaining the Clearances; provided that the Acquirer shall be permitted to take the lead in all joint meetings and communications with Relevant Authorities in connection with the Clearances; and

in furtherance of the provision set out in this Clause 4.7, and notwithstanding any limitations therein or set out elsewhere in this Agreement, but subject to the other provisions of this clause, the Acquirer shall promptly take (and shall cause each of its Affiliates to take) any and all actions necessary or advisable in order to avoid or eliminate each and every impediment to the consummation of the Acquisition contemplated by this Agreement and obtain all approvals and consents of any Relevant Authority that may be required by any foreign or U.S. federal, state or local Relevant Authority, in each case with competent jurisdiction, so as to enable the parties to consummate the Acquisition contemplated by this Agreement as promptly as practicable (and in any event by or before the Long Stop Date), including committing to, by consent decree or otherwise, operational restrictions or limitations on, and committing to or effecting, by consent decree, hold separate orders, trust or otherwise, the sale, license, disposition or holding separate of such assets or businesses of the Acquirer, the Company or any of their respective Affiliates (and the entry into agreements with, and submission to decrees, judgments, injunctions or orders of the Relevant Authority) as may be required to obtain such approvals or consents of such Relevant Authorities or to avoid the entry of, or to effect the dissolution of or vacate or lift, any decrees, judgments, injunctions or orders that would otherwise have the effect of preventing or delaying the consummation of the Acquisition contemplated by this Agreement; provided that nothing in this Clause 4.7 shall require or be construed to require the Acquirer or any of its affiliates to agree to, or offer, accept or suffer to have imposed upon it (i) any divestiture or license of any material assets of the Acquirer Group (excluding, for the avoidance of doubt, the Company) if such divesture or license would reasonably be expected to have a material adverse effect on the Acquirer, the Company and their respective Subsidiaries taken as a whole on a combined basis; (ii) any agreement to hold separate or discontinue operation of any material asset of the Acquirer Group (excluding, for avoidance of doubt, the Company) which would reasonably be expected to have a material adverse effect on the Acquirer, the Company and their respective Subsidiaries taken as a whole on a

IMPLEMENTATION OF THE ACQUISITION

Each party will use all reasonable endeavours:

to procure the release of the Announcement to the Relevant Authority by no later than 5.00 p.m. on the day following the date of execution of this Agreement (or by such other time or such other date as may be agreed between the Acquirer and the Company subject to applicable Law);

to do and execute, or procure the doing and executing of, each necessary or desirable act, document and thing reasonably within its power to implement the Acquisition on the terms and subject to the conditions set out or referred to in the Announcement and to give effect to the matters specified in, the Announcement and the Scheme Circular or Jersey Merger Agreement (as the case may be); and

to finalise the Scheme Circular and to agree and fix a date with the Court for the Convening Hearing and, so far as is practicable, the Court Hearing. The parties will seek to book at least a half day for the Convening Hearing and the Court Hearing unless, acting reasonably, they agree otherwise in writing. The notice convening the Court Meeting, together with all relevant forms of election (if any), proxy forms and other documents related to the Scheme will be dispatched to the Company Shareholders as soon as is reasonably practicably after the Convening Hearing and, in any event, 3 Business Days thereof. Notice for the Court Meeting will be at least 21 clear days (taking into account applicable provisions for the deemed receipt of the notice covering the Court Meeting) and shall not be greater than 28 clear days, unless the parties otherwise agree in writing, each acting reasonably and without undue delay.

The parties agree that the conditions to the Scheme set out in the Scheme Circular shall be the same as the Conditions set out in the Announcement and this Agreement.

The Company will procure that the Announcement and the Scheme Circular includes the Company Board Recommendation.

For so long as the Acquisition is being (or is to be) implemented by way of the Scheme, and without prejudice to the generality of Clause 5.1, the Company shall (and shall procure that any relevant member of the Group shall):

as soon as reasonably practicable apply to the Court for leave to convene the Court Meeting and file such documents and take such steps as may be necessary in connection therewith;

subject to the approval of the Acquirer (acting reasonably), finalise and (where required) settle with the Court the Scheme Circular, all necessary advertisements and forms of proxy and election;

once approved by the Acquirer (acting reasonably) and the Court, not seek to revise the Scheme Circular, to amend the terms of the Acquisition or (unless required by the Court) to adjourn the Meetings, in each case, without the prior written consent of the Acquirer (not be unreasonably withheld or delayed);

within 5 Business Days upon (i) the Court making the order necessary for the purpose of convening the Court Meeting; (ii) any necessary advertisements, the Scheme Circular and forms of proxy and election being finalised; and (iii) such documents being approved by the Acquirer (acting reasonably), publish the requisite advertisements and arrange for the posting of the Scheme Circular to the Company Shareholders;

not (unless required by the Court) agree to an extension of time in connection with, or to any variation, amendment, withdrawal or non-enforcement (in whole or in part) of, the Scheme without the prior written consent of the Acquirer (not be unreasonably withheld or delayed);

convene, hold and transact the relevant business at each of the Meetings at the time and date specified in the Scheme Circular (or as soon as practicable thereafter) and propose the resolutions set out in the notices of those meetings (as appropriate) without amendments;

following each of the Meetings and assuming the necessary resolutions are passed by the requisite majorities, as soon as practicable seek the sanction by the Court of the Scheme (unless the Acquirer has notified an intention to invoke a Condition under Clause 4.2);

as soon as reasonably practicable following sanction by the Court of the Scheme, cause office copies and any other necessary documents to be filed with the Jersey registrar of companies such that the Scheme becomes effective; and

to take all other necessary actions to effect the Scheme once it has been sanctioned by the Court.

The Acquirer undertakes to be bound by the Scheme (and as required, procure each member of the Acquirer Group is bound by the Scheme), such undertakings to include but not limited to the execution of bulk stock transfer forms to transfer the shares in the Company and to ensure all relevant statutory registers of the Company are updated to reflect the transfer.

The Acquirer may with the written consent of the Company Board (not to be unreasonably withheld or delayed) elect to implement the Acquisition by way of a Jersey Merger (rather than by way of the Scheme) if, following consultation with the Company Board, it is of the reasonable opinion that this will materially increase the likelihood of the Acquisition proceeding (a “Permitted Switch) in which case, the Company shall at the request of the Acquirer withdraw the Scheme and the Acquirer consents and agrees to such withdrawal of the Scheme. Notwithstanding the foregoing, the Acquirer shall not make a Permitted Switch if this Agreement has been terminated pursuant to Clause 13. For the avoidance of doubt, it is agreed that the Company Board may withhold its consent pursuant to a request by the Acquirer for a Permitted Switch if a Superior Competing Proposal has been approved or is under consideration pursuant to Clause 11 or a Competing Proposal is reasonably considered by the Company Board to be capable of becoming a Superior Competing Proposal.

In the event of a Permitted Switch:

the acceptance condition shall be set at not less than 66.66% of the voting rights attaching the Company Shares present in person or by proxy and voting at the General Meeting;

the Conditions to the implementation of the Acquisition, as set out in the Announcement, shall be incorporated into the announcement of such Jersey Merger and into the Jersey Merger Agreement; and

the terms of the Jersey Merger shall be no less favourable to Company Shareholders than the terms of the Scheme.

Each party will take all such actions as are necessary to implement the Acquisition by way of a Jersey Merger in accordance with the terms of the Agreement and so far as is reasonable, consistent with such terms including in respect of the agreed terms of the Jersey Merger Agreement. The parties further acknowledge and accept that the terms of the Jersey Merger Agreement must be substantially in accordance with the terms of this Agreement, including in respect of conditionality, representations and warranties, timetable and process.

In the event of a Permitted Switch, this Agreement shall continue in force until terminated pursuant to Clause 13, and, subject to Clause 5.7, shall be construed as far as possible to give effect to the intentions of the parties under this Agreement.

DOCUMENTATION, INFORMATION AND UNDERTAKINGS

The Acquirer undertakes to provide promptly to the Company all such information about itself, the Acquirer Group and the Acquirer Directors as may reasonably be requested by the Company for the purpose of inclusion in the Scheme Circular and to provide such other co-operation and assistance as may reasonably be required in connection with the preparation of the Scheme Circular, provided that the Company submits, or procures the submission of drafts and revised drafts of the Scheme Circular to the Acquirer for review and considers its reasonable comments in relation thereto.

The Company undertakes to provide promptly to the Acquirer all such information about itself, the Group and the Company Directors as may reasonably be requested by the Acquirer for the purpose of inclusion in the Acquirer Documentation and to provide such other co-operation and assistance as may reasonably be required in connection with the preparation of the Acquirer Documentation, provided that the Acquirer submits, or procures the submission of drafts and revised drafts of the Acquirer Documentation to the Acquirer for review and considers its reasonable comments in relation thereto.

The Company undertakes to:

prior to the Meetings, keep the Acquirer informed of the number of proxy votes received in respect of the resolutions to be proposed at the Meetings and promptly to provide the Acquirer with details of any material changes to the Company’s shareholder and other statutory registers which occur prior to the Effective Date; and

co-operate with and provide such details to the Acquirer and its Advisers in relation to the Company Incentive Plans and Awards thereunder as the Acquirer or its Advisers may reasonably request and to communicate with participants of the Company Incentive Plans as necessary or desirable to implement the Acquisition in the manner contemplated by this Agreement.

The Acquirer undertakes to notify the Company promptly of: (i) any changes in the information disclosed in any document or announcement published by the Acquirer in connection with the Acquisition which are material in the context of that document or announcement; and (ii) any material new information which may be relevant to a Company Shareholder in considering the merits of the Acquisition, and agrees that any such information may be published by the Company if (a) it determines that such disclosure is necessary to ensure that all Company Shareholders have sufficient information to consider the merits of the Acquisition and (b) the Acquirer has consented to the content and form of the disclosure (such consent not to be unreasonably withheld, conditioned or delayed).

The Company undertakes that none of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in the Scheme Circular, at the date it is first mailed to the Company Shareholders, or at the time of the General Meeting, contain any untrue statement of a material fact, or omit to state any material fact necessary in order to make the statements made therein not false or misleading in light of the circumstances under which they are made. No representation is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by the Acquirer for inclusion or incorporation by reference therein.

The Acquirer undertakes that none of the information supplied or to be supplied by the Acquirer for inclusion or incorporation by reference in the Scheme Circular will, at the date it is first mailed to the Company Shareholders, or at the time of the General Meeting, contain any untrue statement of a material fact, or omit to state any material fact necessary in order to make the statements made therein not false or misleading in light of the circumstances under which they are made. No representation is made by the Acquirer with respect to statements made or incorporated by reference therein based on information supplied by the Company for inclusion or incorporation by reference therein.

In the case of a Permitted Switch, the Acquirer shall prepare the Jersey Merger Agreement, and any required prospectus and the Company shall prepare any other circular or document to be sent to the Company Shareholders (together, the “Jersey Merger Documents”). In preparing the Jersey Merger Documents, the parties shall submit, or procure the submission of drafts and revised drafts of, the Jersey Merger Documents to the other party for review, and shall consider such other party’s reasonable comments in relation thereto.

The Acquirer agrees and undertakes that on the Closing Date the Acquirer shall enter into an agreement with the Carlyle Stockholders, being in substantially in the form attached as Schedule 6 for the purposes of granting Carlyle Stockholders certain registration rights with respect to the Acquirer Shares (“Investor Rights Agreement”), which shall take effect on the Closing Date.

DIRECTORS’ AND OFFICERS’ INDEMNIFICATION AND INSURANCE

From and after the Effective Date, the Acquirer shall procure that the Company and each member of the Group, to the fullest extent permitted by applicable Law:

indemnify, defend and hold harmless any D&O Party against any Liability arising in connection with or in relation to such D&O Party’s position as a director, manager or officer of the Company or any of its subsidiaries at least to the extent such D&O Indemnified Party is indemnified immediately prior to the Effective Date pursuant to the Articles or any deed of indemnity or other agreement between such D&O Indemnified Party and the Company or any of its subsidiaries; and

maintain in effect for a period of six years after the Effective Date, (i) if available, the policies of directors’ and officers’ liability insurance maintained by the Company or any of its subsidiaries immediately prior to the Effective Date for the benefit of any D&O Party or (ii) to provide substitute policies of at least the same coverage and amounts and containing terms and conditions that are not less advantageous to the D&O Parties when compared to the insurance maintained by the Company and its subsidiaries as of the date of this Agreement); or

obtain as of the Effective Date “tail” directors’ and officers’ liability insurance policies with a claims period of six years from the Effective Date with at least the same coverage and amounts, and containing terms and conditions that are not less advantageous to the D&O Parties when compared to the insurance maintained by the Company and its subsidiaries as of the date of this Agreement,

The obligations of the Acquirer and the Company and its subsidiaries under Clause 7.1 shall not be terminated, amended or modified in any manner so as to materially adversely affect any D&O Party (including such person’s successors, heirs and legal representatives) to whom Clause 7.1 applies without the written consent of such affected D&O Party (it being expressly agreed that the D&O Parties to whom Clause 7.1 applies shall be third party beneficiaries of this Clause 7 shall be enforceable by such D&O Parties and their respective successors, heirs and legal representatives and shall be binding on all successors and assigns of the Acquirer and the Company and its subsidiaries).

If, following the Effective Date, the Company or any of its subsidiaries, or any of their respective successors or assigns: (i) consolidates with or merges into any other corporation or entity and is not the continuing or surviving corporation or entity of such consolidation or merger; or (ii) transfers all or substantially all of its properties and assets to any person, then, and in each such case, proper provisions shall be made so that the successors and assigns of the Company or any of its subsidiaries or any of their respective successors or assigns, as the case may be, shall assume all of the obligations set forth in this Clause 7.

The rights of the D&O Parties under this Clause 7 shall be in addition to any rights such D&O Parties may have under the articles of association or other comparable organisational documents of the Company or any of its subsidiaries, or under any applicable Law, and the Acquirer shall, and shall cause the Company and each of its subsidiaries to, honour and perform under all indemnification agreements entered into by the Company or any of its subsidiaries, as applicable, as in effect on the date of this Agreement.

COMPANY INCENTIVE PLANS

RESPONSIBILITY FOR INFORMATION AND STANDARDS OF CARE

If the Acquisition is implemented by way of the Scheme:

the Acquirer will procure that the Acquirer Directors accept responsibility for all of the information in the Circular relating to the Acquirer and other members of the Acquirer Group; and

the Company will procure that the Company Directors accept responsibility for their views set out in the Circular and all information in the Circular other than information for which responsibility is accepted by the Acquirer Directors under Clause 9.1(a).

If the Acquisition is implemented by way of a Jersey Merger pursuant to a Permitted Switch:

the Company will procure that the Company Directors accept responsibility for their views set out in the Jersey Merger Documents and all of the information in the Jersey Merger Documents relating to the Company and the Group; and

the Acquirer will procure that the Acquirer Directors accept responsibility for all of the information in the Jersey Merger Documents other than information for which responsibility is accepted by the Company Directors under Clause 9.2(a).

Each party acknowledges and agrees that:

each document, announcement or other information published, or statement made during the Relevant Period must be prepared with the highest standards of care and accuracy; and

these requirements apply whether the document, announcement or other information is published, or the statement is made, by the party concerned or by an adviser on its behalf.

Each party undertakes to use all their reasonable endeavours not to make statements in relation to this Acquisition during the Relevant Period which, while not factually inaccurate, may be misleading or may create uncertainty.

CONDUCT PENDING COMPLETION OF THE ACQUISITION

The Company undertakes that during the Relevant Period, except (i) as required or otherwise contemplated under this Agreement or as required by applicable Law; or (ii) with the written consent of the Acquirer (which consent shall not be unreasonably withheld or delayed), it shall, and it shall procure that all other members of the Group shall act and carry on its business in the ordinary course of business and in all material respects consistent with past practice.

Without limiting the generality of Clause 10.1, except as otherwise expressly contemplated or reasonably deemed by the Company to be required by this Agreement, as required by applicable Law, or with the Acquirer’s prior written consent (which shall not be unreasonably withheld, conditioned or delayed), during the Relevant Period the Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, do any of the following:

declare, set aside or pay any dividends on, or make any other distributions (whether in cash, securities or other property) in respect of, any of its capital stock (other than dividends and distributions by a direct or indirect wholly owned Subsidiary of the Company to its parent);

split, combine or reclassify any of share capital or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or any of its other securities;

purchase, redeem or otherwise acquire any shares of its share capital or any other of its securities or any rights, warrants or options to acquire any such shares or other securities, except for (A) the acquisition or redemption of shares in the share capital of wholly owned Subsidiaries of the Company; or (B) the acquisition of Company Shares (1) from holders of an Award, including a Company share option, Company restricted stock units or Company performance stock units in full or partial payment of any applicable Taxes payable by such holder upon exercise or vesting thereof, as applicable, to the extent required or permitted under the terms thereof; or (2) from former employees, directors and consultants in accordance with agreements providing for the repurchase of shares at their original issuance price or forfeiture of shares for no consideration, in each case under this sub-clause (2) in connection with any termination of services to the Company or any of its Subsidiaries;

except as permitted by Clause 10.2(m), issue, deliver, sell, grant, pledge or otherwise dispose of or subject to any Lien any shares of its share capital, any other voting securities or any securities convertible into or exchangeable for, or any rights, warrants or options to acquire any such shares, voting securities or convertible or exchangeable securities, in each case other than (A) the issuance of shares in the share capital of wholly owned Subsidiaries in connection with capital contributions, (B) grant of Awards in the ordinary course of business to employees whose annual compensation is below $200,000 or with the prior written consent of the Acquirer (which shall not be unreasonably withheld) in respect of employees whose annual compensation is above this levelor (C) the issuance of the Company Shares upon settlement or exercise of an Award, including a Company share option of Company restricted stock units or Company performance stock units;

amend its articles of incorporation, certificate of incorporation, bylaws or other comparable organizational documents which could impair, materially delay or prevent the ability of the Company to consummate the transactions contemplated in this Agreement or which is adverse to the Acquirer;

acquire (A) by merging or consolidating with, or by purchasing all or a substantial portion of the assets or shares of, or by any other manner, any business or corporation, partnership, joint venture, limited liability company, association or other business organization or division thereof, or (B) any assets that are material, in the aggregate, to the Company and its Subsidiaries, taken as a whole, except purchases in the ordinary course of business, provided, however, that with respect to any such acquisition for consideration that is individually in excess of $10,000,000, the Company shall give the Acquirer prior written notice and give due consideration to any views of the Acquirer with respect to such acquisition;

(A) sell, lease, license, pledge, encumber any or subject to any Lien (other than a Permitted Lien any properties or assets that (A) are material to the Company and its Subsidiaries, taken as a whole, or (B) or otherwise transfer or dispose of that have a value, individually or in the aggregate, in excess of $10,000,000, in each case other than to the Company or one of its wholly owned Subsidiaries or in the ordinary course of business;

(A) incur any indebtedness for borrowed money or guarantee any such indebtedness of another Person (other than (1) to the Company or one of its Subsidiaries, (2) any guaranty by the Company or one of its Subsidiaries of indebtedness incurred by a Subsidiary of the Company, which indebtedness is otherwise permitted hereunder, (3) draws under any of the Company or Subsidiaries existing credit facilities, letters of credit, bank guarantees, security or performance bonds or similar credit support instruments, overdraft facilities, supplier financing programs or cash management programs, in each case issued, made or entered into in the ordinary course of business,

adopt a plan of complete or partial liquidation, dissolution, recapitalization, restructuring or other reorganization;

make any capital expenditures or other expenditures with respect to property, plant or equipment (excluding, for the avoidance of doubt, operating leases) that are not included in the Company’s capex plan provided to the Acquirer prior to the date hereof (or any subsequent capex plan(s) prepared in the ordinary course for YE 2022 with the approval of the Acquirer (which consent shall not be unreasonably withheld)), that are individually in excess of $5,000,000 or $15,000,000 in the aggregate;

make any material changes in accounting methods, principles or practices, except insofar as may be required by a change in IFRS;

make or change any material Tax election, change any annual Tax accounting period, change any material method of Tax accounting, or enter into any material closing agreement, in each case except as is consistent with the past practice of the Company and its Subsidiaries;

except as required by the terms of any Company Employee Plan as in effect on the date of this Agreement and made available to the Acquirer, applicable Law, collective bargaining agreement or contract, (A) adopt, enter into, terminate or materially amend any employment, severance, bonus, retention, change of control or similar agreement or material Company Employee Plan (including the Company Stock Plan (as defined in Schedule 3)) or employee benefit plan that would have been a Company Employee Plan if it were in effect on the date hereof for the benefit or welfare of any current or former director, executive officer or employee (except (1) in the ordinary course of business or (2) with respect to agreements with employees in the United States, if such arrangement is terminable without either a penalty or payment or, for employees outside the United States, as required by applicable Law) or any collective bargaining agreement (unless required by applicable Law); (B) increase the compensation or benefits of, or pay any bonus to, any current or former officer, director or employee with an annual base salary in excess of $200,000, except (1) for annual or merit-based increases of salaries and bonus payments in the ordinary course of business or as required by agreements, plans, programs or arrangements in effect as of the date of this Agreement (including, for the avoidance of doubt, any ordinary course annual cash-based bonuses for YE21 to be paid to employees prior to the Effective Date reasonably determined by the Company to be due and payable); or (2) in connection with hires and promotions contemplated by sub-Clause (C) of this Clause 10.2(m); or (3) in connection with any retention bonus payment considered to be reasonably required by the Company after consultation with the Acquirer for the employees outside of the senior management team of the Company (provided that such bonuses granted pursuant to this sub-Clause 3 shall not exceed $2.5 million in the aggregate ; (C) hire, terminate or promote any officer, director or employee with an annual base salary in excess of $200,000 other than such actions taken in the ordinary course of business; or (D) conduct any group termination, reduction in force, or mass layoff of the Company’s or any of its Subsidiaries’ employees that would result in material liability to the Acquirer post-Closing;

enter into any new line of business or enter into any contract that materially restricts the Company, any of its Subsidiaries or any of their respective Affiliates from engaging or competing in any line of business, customer, market or in any geographic area, or which would so restrict the Company or Acquirer or any of their respective Affiliates following the closing of this Agreement;

except in the ordinary course of business (A) enter into any contract that, if in effect on the date hereof, would have been a Company Material Contract, (B) terminate any Company Material Contract, except as a result of a material breach or a material default by the counterparty thereto or as a result of the expiration of such contract in accordance with its terms as in effect on the date of this Agreement, (C) amend or modify in a manner that is materially adverse to the Company and its Subsidiaries, taken as a whole, any Company Material Contract or (D) waive, release or assign any material right under any Company Material Contract; provided, however, that the Company shall give the Acquirer prior written notice before entering any material contract containing any provision obligating the Company or its Subsidiaries to conduct business with any third party on an exclusive basis over a material geographic area that includes multiple states or extends beyond the United States, other than such contracts entered into the ordinary course of business;

settle, pay, discharge or satisfy any disputes, proceedings, notices, claims against the Company or any of its Subsidiaries, whether civil, criminal, administrative or investigative, other than settlements that involve only the payment by the Company or a Subsidiary of monetary damages not in excess of $ 10,000,000 individually (excluding any amounts paid by any insurer or other third party);

fail to maintain in full force and effect material insurance policies or comparable replacement policies of the Company or any of its Subsidiaries and their respective properties, businesses, assets and operations in a form and amount consistent with past practice, except as would not reasonably be expected to be material to the Company and its Subsidiaries taken as a whole and for matters of which the Company has not received notice;

amend any Company permits in a manner that adversely impacts its ability to conduct its business in any material respect, or terminate or allow to lapse, any material Company Permits or material Environmental Permits;

authorize any of, or commit or agree, in writing or otherwise, to take any of, the foregoing actions;

encumber any material assets of the Company Business except in the ordinary course;

enter into any guarantee of the obligations of any person (other than a member of the Group) except in the ordinary course;

enter into any hedging transactions except in the ordinary course; or

enter into any agreement or assume any obligation to do any of the foregoing.

The Company undertakes to the Acquirer to:

keep the Acquirer informed of the progress of, and of any material developments relating to, the business and financial affairs of the Group;

use commercially reasonable efforts to obtain a customary payoff letter and lien release with respect to the Senior Secured Credit Facilities to be delivered by the agent bank at the closing of the Acquisition (with drafts of such documentation to be provided in advance thereof) that provides for the payoff, discharge and termination on the Effective Date of all indebtedness thereunder;

use its commercially reasonable efforts to provide reasonable co-operation to the Acquirer in connection with the Debt Financing as specified in Schedule 4 (it being understood and agreed that performance of the obligations set forth in this Section 10.3(c) and on Schedule 4 shall not constitute a Condition);

use commercially reasonable efforts to obtain from at least four additional holders of record who are current employees of the Company or its Subsidiaries irrevocable undertakings to vote in favour of the transactions contemplated by this Agreement in a form substantially consistent with that executed by the Company’s majority shareholder as promptly as practicable after the date hereof (it being understood and agreed that the Company shall not be required to offer or pay any consideration in respect of such undertakings and that the failure to obtain such undertakings shall not constitute a Condition); and

notwithstanding anything contained in this Agreement or the Schedules hereto (including, but not limited to Schedule 4 hereof), in the event of a Permitted Switch, the Company shall use best efforts to timely provide the Acquirer with all financial statements and other financial disclosure as shall be reasonably necessary and otherwise reasonably cooperate with the Acquirer in order to permit the Acquirer to file and obtain effectiveness of the Acquirer Registration Statement.

Without limiting in any way any party’s rights or obligations under this Agreement, nothing contained in this Agreement shall give the Acquirer directly or indirectly the right to control or direct the Group’s operations prior to the Effective Date, each of the Acquirer and the Company shall exercise, consistent with the terms of this Agreement, complete control and supervision over its and its subsidiaries’ operations.

The Acquirer undertakes to the Company that it will not, and that it will procure that none of its Affiliates or Representatives will, propose, negotiate or enter into any agreement, arrangement or understanding with any director, manger or employee of the Group in relation to, or having dependence on, the Acquisition during the Relevant Period.

Except as otherwise expressly contemplated or reasonably deemed by the Acquirer to be required by this Agreement, as required by applicable Law, or with the Company’s prior written consent (which shall not be unreasonably withheld, conditioned or delayed), during the Relevant Period the Acquirer shall not, and shall not permit any member of the Acquirer Group to, directly or indirectly, do any of the following:

amend its articles of incorporation, certificate of incorporation, bylaws or other comparable organizational documents in a manner which adversely impacts the rights of the holders of the shares of the Acquirer or which could impair, materially delay or prevent the ability of the Acquirer to consummate the transactions contemplated in this Agreement;

split, combine or reclassify any of share capital or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or any of the other securities of the Acquirer;

declare, set aside or pay any dividends on, or make any other distributions (whether in cash, securities or other property) in respect of, any of its capital stock (other than dividends and distributions by a direct or indirect wholly owned subsidiary in the Acquirer Group to its holding company) other than, in each case, consistent with past practices;

purchase, redeem or otherwise acquire any shares of its share capital or any other of its securities or any rights, warrants or options to acquire any such shares or other securities, except for (A) the acquisition or redemption of shares in the share capital of wholly owned subsidiaries of the Acquirer; or (B) the acquisition of the shares of the Acquirer (1) from holders of the Acquirer restricted stock units or Acquirer performance stock units in full or partial payment of any applicable Taxes payable by such holder upon exercise or vesting thereof, as applicable, to the extent required or permitted under the terms thereof; or (2) from former employees, directors and consultants in accordance with agreements providing for the repurchase of shares at their original issuance price or forfeiture of shares for no consideration, in each case under this sub-Clause (2) in connection with any termination of services to the Acquirer or any of its subsidiaries;

liquidate, wind up, dissolve, place into administration or receivership, enter into any voluntary arrangement or other compromise with its creditors, restructure, recaptialise or effect any reorganisation or adopt any plan or resolution, take any other action providing for any of the foregoing, in each case solely with respect to the Acquirer;

acquire (A) by merging or consolidating with, or by purchasing all or a substantial portion of the assets or shares of, or by any other manner, any business or corporation, partnership, joint venture, limited liability company, association or other business organization or division thereof for consideration that is, individually or in the aggregate, in excess of $500,000,000, or (B) any assets that are material, in the aggregate, to the Company and its Subsidiaries, taken as a whole, except purchases in the ordinary course of business, provided, however, that with respect to any such acquisition for consideration that is individually in excess of $50,000,000, the Acquirer shall give the Company prior written notice and give due consideration to any views of the Company with respect to such acquisition (for avoidance of doubt, nothing contained in this sub-Clause (f) will limit or restrict the Acquirer from consummating its previously announced acquisition of Photon Control);

make or change any material Tax election, change any annual Tax accounting period, change any material method of Tax accounting, or enter into any material closing agreement except in each case as is consistent with the past practices of the Acquirer and its Subsidiaries;

enter into any transaction by way of merger, consolidation, takeover offer, scheme of arrangement, acquire, purchase, lease or licence, partnership or otherwise with any person (other than the acquisition of Photon Control) if doing so is reasonably expected to (i) impose any material delay in the satisfaction of, or increase materially the risk of not satisfying the Conditions; (ii) materially increase the risk of any Relevant Authority prohibiting the consummation of the transactions contemplated in this Agreement; (iii) otherwise delay or materially prevent the consummation of the Acquisition.

NON-SOLICITATION

The Company undertakes to the Acquirer that, without the express prior written consent of the Acquirer, prior to the Effective Date it shall:

not, and it shall procure that no member of the Group, or any of its or their Representatives (acting in their capacity as such) shall:

directly or indirectly solicit or (save to the extent that the fiduciary duties of the Company Directors are considered by them to so require, and only in response to an unsolicited approach) encourage any person other than the Acquirer to make or be involved in a Competing Proposal; or

indicate the basis on which any Competing Proposal might be made;

not directly or indirectly (save to the extent that the fiduciary duties of the Company Directors are considered by them to so require and only in response to an unsolicited approach), and shall procure that no member of the Group and none of the Company’s Representatives (acting in their capacity as such) shall, from the date of this Agreement enter into any discussions or negotiations with, or provide any information to, any person who is considering making or being involved in a Competing Proposal;

terminate any discussions or negotiations relating to a Competing Proposal in which it is currently engaged and procure that all members of the Group and the Company’s Representatives terminate any such discussions they are engaged in; and

promptly inform the Acquirer of any Competing Proposal including the identity of the Third Party and any proposed terms disclosed to the Company or the Company’s Representative by a Third Party in respect of a Competing Proposal.

The Company undertakes that the Directors will not recommend any Third Party Competing Proposal unless the Competing Proposal is a considered by them in the exercise of their fiduciary duty to be a Superior Competing Proposal.

If, notwithstanding the provisions of Clauses 11.1 and 11.2 above, a Third Party makes a Competing Proposal either publicly or to the Company or the Company’s Representatives, and the Company Directors consider it to be a Superior Competing Proposal which they intend to recommend, the Company and/or the Company’s Representatives will notify the Acquirer in writing of the terms of the Superior Competing Proposal and the identity of the Third Party making such proposal and will procure that the Directors will not withdraw or adversely modify its recommendation of the Acquisition unless:

the Acquirer notifies the Company that it is not willing to revise the terms of the Consideration to exceed that of the Superior Competing Proposal in the view of the Company Board in the exercise of its fiduciary duty; or

the Acquirer does not, within 72 hours of being notified in writing of the terms of the Superior Competing Proposal, notify the Company or the Company’s Representatives that it will revise the terms of the Consideration to exceed that of the Superior Competing Proposal in the view of the Company Board in the exercise of its fiduciary duty; or

the Acquirer, having confirmed within 72 hours of being notified in writing of the terms of the Superior Competing Proposal, that it will revise the terms of the Consideration to exceed that of the Superior Competing Proposal in the view of the Company Board in the exercise of its fiduciary duty, fails within 120 hours of receipt of notice of the Superior Competing Proposal to announce the terms of its increased Consideration in respect of the Acquisition.

REPRESENTATIONS AND WARRANTIES

Each party makes to the other the respective representations and warranties set out in Schedule 3.

The Company represents and warrants to the Acquirer that is not currently in discussions with any Third Party which could reasonably be expected to result in a Competing Proposal being announced or made.

TERMINATION

This Agreement may be terminated as follows:

upon agreement in writing between the Acquirer and the Company at any time prior to the Effective Date;

by either the Acquirer or the Company, by written notice to the other, if:

the Effective Date has not occurred by the Long Stop Date;

the Company Shareholders fail to pass by the required majority the resolutions to be proposed at the Court Meeting in connection with the Acquisition and/or fail to pass by the required majority the resolutions to be proposed at the General Meeting in connection with the Acquisition;

the Court refuses to sanction the Scheme;

any Condition for the benefit of the terminating party which has not been waived (or is incapable of waiver) is invoked or is (or has become) incapable of satisfaction or has been breached by the Long Stop Date; and

by the Acquirer, by written notice to the Company, if:

the Scheme Circular is not posted to Company Shareholders in accordance with Clause 5.4(d) (unless as a result of a breach of its obligations under this Agreement by the Acquirer);

the Company Board notifies the Acquirer or publicly states that it no longer recommends (or intends to recommend) that the Company Shareholders vote in favour of the Acquisition, or the Company shall have failed to include the Company Board Recommendation in the Scheme Circular when circulated (in each case in breach of Clause 5.3);

following the Court Meeting or the General Meeting the Company Board notifies the Acquirer in writing or publicly states that the Company will not seek the sanctioning of the Scheme by the Court (in each case in breach of Clause 5.4(h)); or

the Company breaches or fails to perform any other obligation in this Agreement (including but not limited to the obligations set out in Clause 10.1), if such breach or failure would reasonably be expected to

by the Company, by written notice to the Acquirer, if the Acquirer breaches or fails to perform any of its obligation in this Agreement, if such breach or failure would reasonably be expected to prevent the Acquirer from consummating the transactions contemplated by this Agreement and such breach or failure cannot be cured by the Acquirer by the Long Stop Date, or if capable of being cured in such time period, shall not have been cured within 30 days of the date the Company gives the Acquirer written notice of such breach or failure to perform; provided, however, that the Company shall not have the right to terminate this Agreement pursuant to this Clause 13.1(d) if the Company is then in material breach of any obligation hereunder; or

by either the Acquirer or the Company, by written notice to the other, if:

the Effective Date has not occurred by the Long Stop Date, provided that, notwithstanding any other provision of this Agreement, the right to terminate this Agreement pursuant to this Clause 13.1(e) shall not be available to any party whose material breach of this Agreement has caused the failure of the Effective Date to have occurred by the Long Stop Date; or

the Company Board recommend a Competing Proposal following consultation with the Acquirer in accordance with Clause 11.3.

Subject to the provisions of this Agreement which are expressly provided to survive termination in Clause 13.3, and without prejudice to any liability of any party in respect of any antecedent breach hereof or to any accrued rights of any party hereto, if this Agreement is terminated pursuant to this Clause 13, this Agreement shall terminate and there shall be no other liability between the Company, on the one hand, or the Acquirer, on the other hand.

The Confidentiality Agreement and Clauses 1, 13, 14, 15, 15.4, 19, 21 shall survive termination of this Agreement and the termination of this Agreement and no party shall have any liability other than for fraud or wilful and material breach of this Agreement prior to termination.

As an inducement to the Acquirer to release the Announcement and consummate the Acquisition, and by way of compensation for wasted costs, the Company undertakes, subject to Clause 17, to pay to the Acquirer $154,000,000.00 (being an amount equal to three per cent. of the value of the Acquisition calculated by reference to the value of the aggregate Consideration using a reference price of $178.33 per Acquirer Share), by way of indemnity, if the Announcement is released, and either:

the Company Board Recommendation is withdrawn or adversely modified in support of the Acquisition;

a Superior Competing Proposal being received and that Superior Competing Proposal being announced with the recommendation of the Company Board at any time prior to the date which is 18 weeks after the date the Acquisition lapses or is withdrawn;

the Company publishes the Announcement and/or Scheme Circular in breach of its obligations under Clause 5.3; or

the Company is in breach of its obligations under Clause 5.4, but only where such breach, if capable of remedy, in not remedied within 15 Business Days of written notification of the breach being given by the Acquirer to the Company; and

has not been caused by the actions or omissions of the Acquirer; or

the Company Board withdraw or adversely modify their recommendation of the Acquisition.

The amount of $154,000,000.00 if and when due and payable under Clause 13.4 shall be paid by the Company to the Acquirer as a one-time payment not later than 10 Business Days after the date of it becoming so due and payable. For the avoidance of doubt, the Acquirer shall not have the right to recover or claim an amount in excess of $154,000,000.00 in the event of occurrence of one or more of the events specified in Clause 13.4.

All sums payable under Clause 13.4 shall be paid in the form of an electronic funds transfer for same day value to such bank account as may be notified by the payee for that purposes in writing to the payor and shall be paid in full free from any deduction or withholding whatsoever (save only as may be required by law) and without regard to any lien, right of set-off, counterclaim or otherwise.

The parties agree that the provisions of Clause 13.4 shall apply mutatis mutandis following a Permitted Switch.

The parties intend and shall use reasonable endeavours to secure that the fee payable pursuant to Clause 13.4 is not treated for VAT purposes as consideration for a taxable supply.

FEES, COSTS, PAYMENTS AND TRANSFER TAXES

Without prejudice to its other rights pursuant to this Agreement (or in relation to a breach by any party of the terms of this Agreement), each party shall pay its own costs and expenses in relation to the negotiation, preparation, execution and carrying into effect of this Agreement and any other agreement incidental to the implementation of the Acquisition or referred to in this Agreement.

Notwithstanding any other provision of this Agreement, all Tax Returns with respect to any excise, sales, use, transfer (including real property transfer), Stamp Duty, documentary, filing, recordation and other similar taxes arising directly or indirectly from the entry into this Agreement or the Acquisition (“Transfer Taxes”) shall be timely filed, and all Taxes shown as due thereon shall be paid, by the Acquirer (provided that the parties hereto shall cooperate in the preparation and filing of any Tax Returns with respect to the Transfer Taxes, including by promptly supplying any information in their possession that is reasonably necessary for the preparation and timely filing of such Tax Returns or the payment of any amounts pursuant to this Clause 14.2). All Stamp Duty (and all reasonable out of pocket costs for the preparation of each Tax Return) shall be borne and paid by the Acquirer.

ENTIRE AGREEMENT AND REMEDIES

This Agreement and the other Transaction Documents together set out the entire agreement between the parties relating to the Acquisition and, save to the extent expressly set out in this Agreement or any other Transaction Document, supersede and extinguish any prior drafts, agreements, undertakings, representations, warranties, promises, assurances and arrangements of any nature whatsoever, whether or not in writing, relating thereto. This Clause shall not exclude any liability for or remedy in respect of fraudulent misrepresentation.

If there is any conflict between the terms of this Agreement and any other agreement, this Agreement shall prevail unless:

such other agreement expressly states that it overrides this Agreement in the relevant respect; and

the Acquirer and the Company are either also parties to that other agreement or otherwise expressly agree in writing that such other agreement shall override this Agreement in that respect.

The rights, powers, privileges and remedies provided in this Agreement are cumulative and not exclusive of any rights, powers, privileges or remedies provided by Law.

The parties acknowledge and agree that irreparable damage would occur in the event any provision of this Agreement was not performed in accordance with the terms of this Agreement and that money damages alone would not be an adequate remedy for a breach of this Agreement and that each party shall be entitled to the remedies of injunction, specific performance and other equitable relief for any threatened or actual breach of this Agreement. Each of the parties hereto waives any defence that a remedy at law would be adequate in any action for specific performance and any requirement under any Law to post a bond or other security as a prerequisite to obtaining equitable relief.

WAIVER AND VARIATION

A failure or delay by a party to exercise any right or remedy provided under this Agreement or by Law, whether by conduct or otherwise, shall not constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this Agreement or by Law, whether by conduct or otherwise, shall preclude or restrict the further exercise of that or any other right or remedy.

A waiver of any right or remedy under this Agreement shall only be effective if given in writing and shall not be deemed a waiver of any subsequent breach or default.

Subject to Clause 16.4, no variation or amendment of this Agreement shall be valid unless it is in writing and duly executed by or on behalf of all of the parties to this Agreement. Unless expressly agreed, no variation or amendment shall constitute a general waiver of any provision of this Agreement, nor shall it affect any rights or obligations under or pursuant to this Agreement which have already accrued up to the date of variation or amendment and the rights and obligations under or pursuant to this Agreement shall remain in full force and effect except and only to the extent that they are varied or amended.

Notwithstanding anything in this Agreement to the contrary, this Clause 16, Clause 18 and Clause 21 (and any provision of this Agreement to the extent an amendment, modification, waiver or termination of such provision would modify the substance of any such clauses) may not be amended, modified, waived or terminated in a manner that materially and adversely affects the Financing Sources without the prior written consent of the Financing Sources materially and adversely affected thereby.

INVALIDITY

ASSIGNMENT

No person shall assign, transfer, charge or otherwise deal with all or any of its rights under this Agreement nor grant, declare, create or dispose of any right or interest in it, except that (i) the Acquirer may assign its rights under this Agreement to a direct or indirectly wholly-owned subsidiary of the Acquirer, so long as (a) Acquirer agrees to guaranty all of the obligations of such entity; (b) the assignee becomes a party to this Agreement pursuant to an amendment to this Agreement executed between all parties in writing; and (c) such assignment does not result in the application (or an increase in the amount) of withholding tax applicable to the transactions contemplated by this Agreement; and (ii) the Acquirer may grant a security interest in, and collaterally assign, any of its rights under this Agreement in connection with the Debt Financing.

The Acquirer shall notify the Company in advance of assigning its rights to any entity that is not a U.S. corporation provided that such assignment shall be in accordance with the conditions in Clause 18.1. The Company shall promptly notify the Acquirer after receipt of such notification if it believes the assignment of Acquirer’s rights is expected to impact withholding taxes of the Company’s shareholders.

The Company and the Acquirer agree that the Acquirer’s assignment of its rights to another U.S. corporation will not violate Clause 18.1(c) above and shall in any case be subject to Clause 18.1 above.

NOTICES

Any notice or other communication given under this Agreement or in connection with the matters contemplated herein shall, except where otherwise specifically provided, be in writing in the English language, addressed as provided in Clause 19.2 and served:

by leaving it at the relevant address in which case it shall be deemed to have been given upon delivery to that address;

if within the United Kingdom, by first class pre-paid post, in which case it shall be deemed to have been given two Business Days after the date of posting;

if from or to any place outside the United Kingdom, by air courier, in which case it shall be deemed to have been given two Business Days after its delivery to a representative of the courier;

if from or to any place outside the United Kingdom, by pre-paid airmail, in which case it shall be deemed to have been given five Business Days after the date of posting; or

by e-mail, in which case it shall be deemed to have been given when despatched subject to confirmation of delivery by a delivery receipt,

Notices under this Agreement shall be sent for the attention of the person and to the address or e-mail address, subject to Clause 19.3, as set out below:

Any party to this Agreement may notify the other party of any change to its address or other details specified in Clause 19.2 provided that such notification shall only be effective on the date specified in such notice or five Business Days after the notice is given, whichever is later.

COUNTERPARTS

GOVERNING LAW AND JURISDICTION

This Agreement shall be construed, interpreted, enforced and governed by and under the laws of the State of Delaware without regard to its choice of law rules, provided however that matters of Jersey law (including for avoidance of doubt matters concerning the fiduciary duties of the Company Directors), the Scheme (or Jersey Merger, as the case may be), shall be implemented subject to and in accordance with the procedural requirements as per the Laws applicable in Jersey and shall be subject to the exclusive jurisdiction of the Court. Notwithstanding the foregoing, any action (whether at law, in contract or in tort) or proceeding involving any Financing Source (including any Alternative Financing) that may be based upon, arise out of or relate to the Debt Financing or the negotiation, execution or performance of any document (including Debt Financing Commitments) in connection therewith (other than any determinations thereunder as to (x) the accuracy of any representations and warranties made by or on behalf of the Company and its Subsidiaries in this Agreement and whether as a result of any inaccuracy thereof the Acquirer or any of its Subsidiaries that is a party to this Agreement can terminate its obligations under this Agreement or not consummate the Acquisition, (y) the determination of whether the Acquisition has been consummated in accordance with the terms of this Agreement and (z) the interpretation of the definition of “Company Material Adverse Effect” or “Acquirer Material Adverse Effect” and whether a Company Material Adverse Effect or Acquirer Material Adverse Effect (as defined in Schedule 3) has occurred; each of (x) through (z) shall be governed by and construed in accordance with the laws of the State of Delaware) shall be governed by and construed in accordance with the laws of the state of New York without regard to principles of conflicts of law which would require the application of the laws of another jurisdiction.

Except as set forth in Clause 21.1 with respect to matters within the jurisdiction of the Court, each of the parties hereto hereby irrevocably submits to the sole and exclusive jurisdiction of the Court of Chancery of the State of Delaware, or to the extent such court does not have subject matter jurisdiction, any federal court sitting in the State of Delaware, with regard to any action or proceeding hereunder, for itself and in respect of its property, generally and unconditionally, agrees that it will not bring any action relating to this Agreement in any court other than the aforesaid courts, waives any objection to the laying of venue of any such litigation in the aforesaid courts and agrees not to plead or claim in any aforesaid court that such litigation brought therein has been brought in any inconvenient forum. Notwithstanding the foregoing, each of the parties hereto hereby agrees that it will not bring or support any action, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against the Financing Sources in any way relating to this Agreement, the Debt Financing Commitments, or any of the transactions contemplated hereby or thereby, including, without limitation, any dispute arising out of or relating in any way to the Debt Financing or the performance thereof, in any forum other than the Supreme Court of the State of New York, County of New York, or, if under applicable law exclusive jurisdiction is vested in the federal courts, the United States District Court for the Southern District of New York (and, in each case, the appellate courts thereof).

TO THE EXTENT PERMISSIBLE BY APPLICABLE LAW, EACH PARTY TO THIS AGREEMENT WAIVES, AND COVENANTS THAT SUCH PARTY WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE), ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY ISSUE, ACTION OR PROCEEDING ARISING OUT OF THIS AGREEMENT OR THE SUBJECT MATTER HEREOF (INCLUDING ANY ISSUE, ACTION OR PROCEEDING AGAINST ANY FINANCING SOURCE OR ARISING OUT OF OR IN CONNECTION WITH THE DEBT FINANCING), IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING AND WHETHER IN CONTRACT, TORT OR OTHERWISE. Any party to this Agreement or any Financing Source may file an original counterpart or a copy of this Clause 21.3 with any court as written evidence of the consent of the parties to the waiver of their rights to trial by jury.

Treatment of Company Options.

No outstanding Company Option (whether vested or unvested) shall be assumed by, continued in effect, or replaced by the Acquirer pursuant to or in connection with the transactions contemplated by this Agreement. Prior to the Effective Date, the Company shall take all actions required to cause each Company Option that is outstanding and unexercised as of the closing of the Acquisition (the “Closing”) to become vested in full immediately prior to the Closing. Upon the Closing, pursuant to the terms of the Company Share Plans and subject to the terms and conditions of this Agreement, each Company Option that is outstanding and unexercised upon the Closing shall be (by virtue of the Acquisition and without any action on the part of any person) cancelled and extinguished. Each cancelled Company Option that is an In-the-Money Option shall be converted automatically and entirely into the right of the former holder thereof to receive an amount of consideration (the “Option Consideration”) in cash equal to the product obtained by multiplying (i) the number of Company Shares subject to such cancelled Company Option by (ii) the positive difference between (x) the Per Share Consideration Cash Value and (y) the exercise price per Company Share subject to such Company Option, in each case to be paid in accordance with Clause 1.1(b) of this Schedule 1. Each Company Option that is not an In-the-Money Option shall, in accordance with the terms of the Company Share Plans, be cancelled and extinguished without the payment of consideration with respect to such cancelled Company Option.

The Acquirer shall cause the applicable Option Consideration to be paid to each former holder of an In-the-Money Option on or about the first payroll date of the Company or applicable Affiliate thereof occurring at least 10 business days after the Effective Date. Such payment of Option Consideration (reduced by applicable Tax withholding) shall be made either (i) through the payroll systems of the Company or applicable Affiliate thereof to each former holder entitled to Option Consideration (other than any such holder with respect to which the Company and its Affiliates have no Tax withholding obligations), or (ii) in cash by the Company or applicable Affiliate thereof to each former holder entitled to Option Consideration with respect to which the Company and its Affiliates have no Tax withholding obligations. Conversion from United States Dollars to the currency used for the Company or applicable Affiliate shall follow established Company policy or practice.

Treatment of Company RSU Awards.

No outstanding Company RSU Award (whether vested or unvested) shall be assumed by or continued in effect by the Acquirer pursuant to or in connection with the transactions contemplated by this Agreement. Upon the Effective Date, pursuant to the terms of the Company Share Plans and subject to the terms and conditions of this Agreement, each Company RSU Award that is outstanding upon the Effective Date shall be (by virtue of the Acquisition and without any action on the part of any person) cancelled and extinguished without payment of consideration therefor. Prior to the Effective Date, the Company shall take all actions required to enable the cancellation of each Company RSU Award in accordance with the preceding sentence.

As soon as practicable following the Effective Date, the Acquirer shall grant to each former holder of a cancelled Company RSU Award who is an Acquirer Stock Plan Eligible Participant an Acquirer RSU Award with respect to a number of whole Acquirer Shares (rounded down to the nearest whole number) equal to the product obtained by multiplying (i) the number of Company Shares subject to the cancelled

Notwithstanding the foregoing, if either (i) a cancelled Company RSU Award was subject to the Law of a non-U.S. jurisdiction and the Acquirer reasonably determines that the cancelled Company RSU Award may not be replaced with an Acquirer RSU Award under the Law of such non-U.S. jurisdiction, or (ii) the former holder of a cancelled Company RSU Award is not an Acquirer Stock Plan Eligible Participant, then, in either such case, the Acquirer shall cause the grant to such former holder of a cash-based incentive award having such terms as the Acquirer reasonably determines will provide value substantially equivalent to the Acquirer RSU Award that would otherwise have been granted to such former holder.

Treatment of Company PSU Awards.

No outstanding Company PSU Award (whether vested or unvested) shall be assumed by or continued in effect by the Acquirer pursuant to or in connection with the transactions contemplated by this Agreement. Upon the Effective Date, pursuant to the terms of the Company Share Plans and subject to the terms and conditions of this Agreement, each Company PSU Award that is outstanding upon the Effective Date shall be (by virtue of the Acquisition and without any action on the part of any person) cancelled and extinguished without payment of consideration therefor. Prior to the Effective Date, the Company shall take all actions required to enable the cancellation of each Company PSU Award in accordance with the preceding sentence.

As soon as practicable following the Effective Date, the Acquirer shall grant to each former holder of a cancelled Company PSU Award who is an Acquirer Stock Plan Eligible Participant an Acquirer RSU Award with respect to a number of whole Acquirer Shares (rounded down to the nearest whole number) equal to the product obtained by multiplying (i) the “Target Number of PSUs” set forth in the applicable Company PSU Grant Notice as of immediately prior to the Effective Date (or if greater, the number of PSUs that would have been earned based on actual performance through the earlier of 31 December 2021 or the Effective Date with respect to any EBITDA based performance goals for calendar year 2021, and assuming target level of performance for any EBITDA-based performance goals for calendar years 2022 and 2023 and assuming target level performance for any total shareholder return-based goals as described in the applicable Company PSU Grant Notice for the Performance Period described in the applicable Company PSU Grant Notice) by (ii) the Award Exchange Ratio. Each Acquirer RSU Award granted pursuant to this Clause 1.3 shall vest based upon the holder’s continued employment or other service relationship in substantially equal annual installments upon the 1^st day of January immediately following the last day of each calendar year contained in the Performance Period described in the applicable Company PSU Grant Notice, but without regard to the performance goals to which the Company PSU Award was subject prior to the Effective Date. For the purposes of such vesting schedule, the holder of an Acquirer RSU Award granted pursuant to this Clause 1.3 will be credited with the period of

Notwithstanding the foregoing, if either (i) a cancelled Company PSU Award was subject to the Law of a non-U.S. jurisdiction and the Acquirer reasonably determines that the cancelled Company PSU Award may not be replaced with an Acquirer RSU Award under the Law of such non-U.S. jurisdiction, or (ii) the former holder of a cancelled Company PSU Award is not an Acquirer Stock Plan Eligible Participant, then the Acquirer shall cause the grant to such former holder of a cash-based incentive award having such terms as the Acquirer reasonably determines will provide value substantially equivalent to the Acquirer RSU Award that would otherwise have been granted to such former holder.

Treatment of MSP.

As soon as practicable following the date of this Agreement, the Company shall take all actions required to cause, effective as of the date of this Agreement, all offerings under the MSP as to which an acquisition date has not previously occurred to be terminated without the purchase of Company Shares and to suspend the MSP so that no further offerings commence under the MSP prior to the Effective Date. Further, prior to the Effective Date, the Company shall take all actions required to cause (i) the vesting in full, as of the Effective Date, of all outstanding and non-forfeited interests of MSP participants in “Matching Shares” (as defined in the MSP) as to which the applicable “Blocking Period” (as defined in the MSP) has not previously lapsed, and (ii) the issuance for the benefit of the applicable MSP participants of Company Shares with respect to such vested Matching Shares (if such Company Shares are not then otherwise issued and outstanding).

Upon the Effective Date, each participant in the MSP who then continues to hold Company Shares acquired pursuant to the MSP shall be entitled to receive with respect to such Company Shares the Consideration pursuant to the Acquisition upon the same terms and conditions as Company Shareholders generally. Notwithstanding the foregoing, if the delivery of Share Consideration is subject to the Law of a non-U.S. jurisdiction and the Acquirer reasonably determines that such Share Consideration may not be delivered under the Law of such non-U.S. jurisdiction, then, in lieu of such Share Consideration, the Acquirer shall provide for payment to holders in such non-US. jurisdiction of the fair market value of such Share Consideration determined by the average closing price per Acquirer Share reported on the Nasdaq Stock Market on the 10 trading days immediately preceding the Effective Date.

Termination of Company Share Plans.

Withholding Taxes.

Foreign Exchange.

No Third-Party Beneficiaries.

CLOSING CONDITIONS

Conditions to each party’s obligation to effect the Acquisition.

the approval of the Scheme by a resolution of a majority in number of the Company Shareholders representing 75% or more of the voting rights of the Company Shareholders, in each case present and voting either in person or by proxy, at the Court Meeting (or at any adjournment or postponement of such meeting);

the resolutions to alter the Articles and such other matters as may be necessary to facilitate the implementation of the Scheme have been duly passed by the requisite majority of the Company Shareholders at the General Meeting (or at any adjournment or postponement of such meeting);

the Scheme shall have been sanctioned by the Court with or without modification (but subject to any non de minimis modification being acceptable to both parties acting reasonably and in good faith) and a copy of the Court Order shall have been delivered to the Registrar of Companies in Jersey;

the Clearances in connection with the Acquisition having been obtained from the Relevant Authorities;

no Relevant Authority shall have enacted, issued, promulgated, enforced or entered any order, executive order, stay, decree, judgment or injunction (preliminary or permanent) or statute, rule or regulation which is in effect and which has the effect of making the Scheme illegal or otherwise prohibiting consummation of the Acquisition;

the recommendation of the Company Board in respect of the Acquisition (whether by way of Scheme or Jersey Merger) not having been withdrawn in accordance with this Agreement.

Conditions to the Obligations of the Company.

the representations and warranties of the Acquirer contained in this Agreement that (i) are not made as of a specific date shall be true and correct as of the Closing Date, as though made on and as of the Closing Date, and (ii) are made as of a specific date shall be true and correct as of such date, in each case in (i) and (ii), except where the failure of such representations or warranties to be true and correct (without giving effect to any limitation as to “materiality” or Acquirer Material Adverse Effect set forth in such representations and warranties) has not had and would not reasonably be expected to have, individually or in the aggregate, an Acquirer Material Adverse Effect;

the Acquirer shall have performed in all material respects its covenants and obligations required to be performed by it under this Agreement on or prior to the closing of this Agreement;

the Company shall have received a certificate, dated as of the Closing Date, signed by an executive officer of the Acquirer certifying as to the matters set forth in Clause 1.2(a) and Clause 1.2(b); and

since the date of this Agreement no effect, development, circumstance or change shall have occurred, individually or in the aggregate, that had, or would reasonably be expected to have, an Acquirer Material Adverse Effect that is continuing as of the Closing Date.

Conditions to the Obligations of the Acquirer.

(i) the representations and warranties of the Company in each case of Schedule 3 shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date, except where the failure of such representations or warranties to be true and correct (without giving effect to any limitation as to “materiality” or “Company Material Adverse Effect” set forth in such representations and warranties) would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect;

the Company shall have performed in all material respects its covenants and obligations required to be performed by it under this Agreement on or prior to the Closing Date;

the Acquirer shall have received a certificate, dated as of the Closing Date, signed by an executive officer of the Company certifying as to the matters set forth in Clause 1.3(a) and Clause 1.3(b);

since the date of this Agreement no effect, development, circumstance or change shall have occurred, individually or in the aggregate, that had, or would reasonably be expected to have, a Company Material Adverse Effect (as defined in Schedule 3) that is continuing as of the Closing Date; and

the Acquirer shall have received evidence reasonably satisfactory to the Acquirer that all agreements between the Company and The Carlyle Group, Inc. or any of its Affiliates (other than agreements between the Company and its Subsidiaries, any agreements with any portfolio company of any investment fund managed by The Carlyle Group, Inc. or its affiliates entered into in the ordinary course of business and on arm’s length terms, or any agreements as part of The Carlyle Group’s leveraged purchase program entered into in the ordinary course of business on arm’s length terms) shall have been terminated.

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Organization, Standing and Power

Capitalization

As of the close of business on 30 June 2021 (the “Capitalization Date”), the authorized capital stock of the Company consists of 10,000,000,000 ordinary shares of the Company, par value $0.10 per share (the “Company Common Shares”). The Company Common Shares and the Company Preferred Shares are entitled to the rights and privileges set forth in the Company’s constituent documents. As of the Capitalization Date, (A) 194,695,832 shares of Company Common Shares were issued and outstanding, (B) 635,279 underlying equivalent shares of Company Common Shares issuable under the current and outstanding Company restricted stock units and Company performance stock units, and (C) 2,019,778 underlying equivalent shares of Company Common Shares issuable under Company stock options.

Clause 1.2(b) of the Company Disclosure Schedule sets forth a complete and accurate list, as of the Capitalization Date, of all company stock and incentive plans (each, a “Company Stock Plan”), indicating for each Company Stock Plan, as of such date, (i) the number of shares of Company Common Shares issued under such Company Stock Plan, (ii) the number of shares of Company Common Shares reserved for future issuance under such Company Stock Plan, (iii) the aggregate number of shares of Company Common Shares that are subject to outstanding Company restricted stock units and (iv) and the aggregate number of shares of Company Common Shares that are subject to outstanding Company performance stock units (assuming maximum performance levels). The Company has made available to the Acquirer complete and accurate copies of (A) the Company Stock Plans, (B) forms of agreements evidencing Company restricted stock units and Company performance stock units and (C) all forms of agreements evidencing any other equity or equity-linked award or compensation arrangement.

Except as set forth in this Clause 1.2 and Clause 1.2(b) of the Company Disclosure Schedule, (i) there are no equity securities of any class of the Company, or any security exchangeable into or exercisable for such equity securities, issued, reserved for issuance or outstanding and (ii) there are no options, warrants, equity securities, calls, rights or agreements to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound obligating the Company or any of its Subsidiaries to issue, exchange, transfer, deliver or sell, or cause to be issued, exchanged, transferred, delivered or sold, additional shares of capital stock or other equity interests of the Company or any security or rights convertible into or exchangeable or exercisable for any such shares or other equity interests, or obligating the Company or any of its Subsidiaries to grant, extend, accelerate the vesting of, otherwise modify or amend or enter into any such option, warrant, equity security, call, right or agreement. Except for the Company restricted stock units, Company performance stock units, stock options, phantom stock and other awards issuable under a Company Stock Plan, the Company does not have any outstanding, stock appreciation rights, stock units or similar rights or obligations. Except as set forth in Clause 1.2(c) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries is a party to or is bound by any agreement with respect to the voting (including proxies) or sale or transfer of any shares of capital stock or other equity interests of the Company. Except as contemplated by this Agreement or described in Clause 1.2, Clause 1.2(b) or Clause 1.2(c) of the Company Disclosure Schedule, and except to the extent arising pursuant to applicable takeover or similar laws, there are no registration rights, and there is no rights agreement, “poison pill” anti-takeover plan or other similar agreement to which the Company or any of its Subsidiaries is a party or by which it or they are bound with respect to any equity security of any class of the Company.

All outstanding shares of Company Common Shares are, and all shares of Company Common Shares subject to issuance as specified in Clause 1.2(b) of the Company Disclosure Schedule, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, pre-emptive right, subscription right or any similar right under any provision of the applicable Law, the Company’s constituent documents or any agreement to which the Company is a party or is otherwise bound.

There are no obligations, contingent or otherwise, of the Company or any of its non-wholly owned Subsidiaries to repurchase, redeem or otherwise acquire any Company Common Shares.

There are no bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of the Company may vote.

Subsidiaries

Clause 1.3(a) of the Company Disclosure Schedule sets forth a true and complete list of each “Significant Subsidiary” (as defined in Section 210.1-02 of Regulation S-X) of the Company, including its jurisdiction of incorporation or formation. Each such Subsidiary of the Company has been duly organized, is validly existing and in good standing (to the extent such concepts are applicable) under the Laws of its jurisdiction of organization, and has all organizational power and authority required to carry on its business as now conducted, except for any failure to be so organized, existing and in good standing as, and to have power and authority as, the absence of which, has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Each such Subsidiary is duly qualified to do business as a foreign entity and is in good standing in each jurisdiction where such qualification is necessary, except for those jurisdictions where failure to be so qualified or in good standing has not had, and is not reasonably expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Except as set forth in Clause 1.3(b) of the Company Disclosure Schedule, all of the outstanding capital stock or other voting securities of, or ownership interests in, each Subsidiary of the Company is owned by the Company, directly or indirectly, free and clear of all any liens, claims, mortgages, encumbrances, pledges, security interests, equities or charges of any kind (each, a “Lien”), other than Permitted Liens. As of the date hereof, there were no issued, reserved for issuance or outstanding (i) securities of the Company or any of its Subsidiaries convertible into, or exchangeable for, shares of capital stock or other voting securities of, or ownership interests in, any Subsidiary of the Company, (ii) warrants, calls, options or other rights to acquire from the Company or any of its Subsidiaries, or other obligations of the Company or any of its Subsidiaries to issue, any capital stock or other voting securities of, or ownership interests in, or any securities convertible into, or exchangeable for, any capital stock or other voting securities of, or ownership interests in, any Subsidiary of the Company or (iii) restricted shares, stock appreciation rights, performance units, contingent value rights, “phantom” stock or similar securities or rights, in each case issued by the Company or any Subsidiary, that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock or other voting securities of, or ownership interests in, any Subsidiary of the Company (the items in clauses (i) through (iii) above being referred to collectively as the “Company Subsidiary Securities”). Except as set forth in Clause 1.3(b) of the Company Disclosure Schedule, there are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Company Subsidiary Securities.

The Company has made available to the Acquirer complete and correct copies of the certificate or articles of incorporation, formation, organization or association (or equivalent document) and bylaws or operating agreement (or equivalent document) for the Company and each of its Significant Subsidiaries, as amended through the date of this Agreement, which organizational documents are in full force and effect. None of the Company nor its Significant Subsidiaries is in violation of its organizational documents in any material respect.

Authority; No Conflict; Required Filings and Consents

The execution and delivery of this Agreement by the Company do not, and (subject to the receipt of the Company Shareholder Approval) the consummation by the Company of the Acquisition shall not, (i) conflict with, or result in any violation or breach of, any provision of the certificate of incorporation or bylaws of the Company, (ii) except as set forth in Clause 1.4(a) of the Company Disclosure Schedule, conflict with, or result in any violation or breach of, or constitute a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any benefit to which the Company or any of its Subsidiaries is entitled) under, or require a consent or waiver under, any of the terms, conditions or provisions of any material agreement or other material instrument binding upon the Company or any of its Subsidiaries or any of their respective properties or assets, (iii) conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries or any of its or their respective properties or assets, or any other applicable Law, or (iv) result in the creation or imposition of any Lien (other than a Permitted Lien) on any asset or property of the Company or any of its Subsidiaries, except in the case of clauses (ii), (iii) and (iv) of this Clause 1.4(a) for any such conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, losses, penalties or Liens, and for any consents or waivers not obtained, that, individually or in the aggregate, would not reasonably be expected to have, a Company Material Adverse Effect.

No consent, approval, license, permit, order or authorization of, or registration, declaration, notice or filing with, any Relevant Authority or any stock market or stock exchange on which shares of Company Common Stock are listed for trading is required by or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the Acquisition, except for (i) as required under applicable Law, (ii) the U.S. Securities Exchange Act of 1934, and the rules and regulations promulgated thereunder (the “Exchange Act”), (iii) the Securities Act, (iv) the rules and regulations of the New York Stock Exchange (“NYSE”), (v) the Hart-Scott-Rodino Antitrust Improvements Act of 1976, and the rules and regulations promulgated thereunder (the “HSR Act”), and the antitrust, competition, foreign investment or similar Laws outside of the United States set forth in Clause 1.4(c) of the Company Disclosure Schedule and (vi) the approvals set forth in Clause 1.4(c) of the Company Disclosure Schedule (collectively, the “Company Approvals”), and no authorization, consent, order, license, permit or approval of, or registration, declaration, notice or filing with, or notice to, any United States, state of the United States or non-United States governmental or regulatory agency, commission, court, body, entity or authority, other market administrator, international treaty or standards organization, or national, regional or state organization, or Relevant Authority, is necessary, under applicable Law, for the execution, delivery and performance of this Agreement or the consummation by Company of the transactions contemplated hereby, except for such authorizations, consents, orders, licenses, permits, approvals or filings that, if not obtained or made, would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

The only affirmative vote or written consent of holders of any class or series of capital stock of the Company necessary to consummate the Acquisition is the Company Shareholder Approval.

SEC Filings; Financial Statements; Information Provided

The Company has filed or furnished all registration statements, forms, reports and other documents required to be filed or furnished by the Company with the U.S. Securities and Exchange Commission (“SEC”) since January 25, 2021 (the “Lookback Date”). All such registration statements, forms, reports and other documents, as such documents have been amended since the time of their filing or furnishing (including exhibits and all other information incorporated therein and those registration statements, forms, reports and other documents that the Company may file or furnish after the date hereof until the closing) are referred to herein as the “Company SEC Reports”. As of their respective filing dates or, if amended, as of the date of such last amendment, the Company SEC Reports (i) complied, and with respect to the Company SEC Reports filed or furnished after the date hereof will comply, as to form in all material respects with the

Each of the consolidated financial statements (including, in each case, any related notes and schedules) contained in or incorporated by reference into the Company SEC Reports at the time filed (i) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (ii) were prepared in accordance with IFRS applied on a consistent basis throughout the periods involved (except as may be indicated therein or in the notes to such financial statements or, in the case of unaudited interim financial statements, as permitted by the SEC on Form 10-Q under the Exchange Act), and (iii) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the dates indicated and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments.

Subject to the following sentence, (i) the Scheme Circular, on the date it is first mailed to holders of Company Shares and at the time of the Court Meeting, and if amended or supplemented, at the time of any amendment or supplement thereto, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they shall be made, not misleading and (ii) the Scheme Circular will comply as to form in all material respects with the requirements of applicable Law. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to statements included or incorporated by reference in the Scheme Circular based on any information supplied by or on behalf of, or relates to, the Acquirer or its Subsidiaries.

The Company is in compliance in all material respects with the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated thereunder (the “Sarbanes-Oxley Act”). Each required form, report and document containing financial statements that has been filed with or submitted to the SEC was accompanied by any certifications required to be filed or submitted by the Company’s principal executive officer and principal financial officer pursuant to the Sarbanes-Oxley Act and, at the time of filing or submission of each such certification, any such certification complied in all material respects with the applicable provisions of the Sarbanes-Oxley Act.

The Company has established and maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act. The Company has designed such disclosure controls and procedures to ensure that all material information concerning the Company and its Subsidiaries is made known on a timely basis to the individuals responsible for the preparation of the reports that the Company files or submits under the Exchange Act or Securities Act.

The Company has established and maintains a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) as required by Rules 13a-15 and 15d-15 under the Exchange Act.

Since the Lookback Date, (i) none of the Company, any of its Subsidiaries or any of their respective Representatives have received any bona fide complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of its Subsidiaries or any of their respective internal accounting controls, including any bona fide complaint, allegation, assertion or claim that the Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices; and (ii) no attorney representing the Company or any of its Subsidiaries, whether or not employed thereby, has reported evidence of a violation of securities laws, breach of fiduciary duty or similar violation by the Company, any of its Subsidiaries or any of their respective Representatives to the Company Board or any committee thereof or to the Company’s chief legal officer or chief executive officer.

Since the Lookback Date, neither the Company nor any of its Subsidiaries has entered into any transaction, or series of transactions, agreements, arrangements or understandings, and there are no proposed transactions as of the date of this Agreement, that would be subject to disclosure pursuant to Item 404 of Regulation S-K that has not been disclosed in the Company SEC Reports.

No Undisclosed Liabilities

Absence of Certain Changes or Events

Taxes

The Company and each of its Subsidiaries has filed (or there has been filed on its behalf) all Tax Returns that it was required to file, and all such Tax Returns were correct and complete. The Company and each of its Subsidiaries has paid (or caused to be paid) on a timely basis all Taxes due and owing by the Company or its Subsidiaries, other than Taxes that are being contested in good faith through appropriate proceedings and for which the most recent financial statements contained in the Company SEC Reports reflect an adequate reserve in accordance with IFRS.

Except as disclosed in Clause 1.8(b) of the Company Disclosure Schedule, as of the date of this Agreement, no examination, audit or other Proceeding with respect to any Tax Return of the Company or any of its Subsidiaries by any Relevant Authority is currently in progress or has been proposed in writing. There are no Liens (other than Permitted Liens) for Taxes on any of the assets or properties of the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has waived any statute of limitations with respect to Taxes or agreed to or is the beneficiary of any extension of time with respect to any Tax assessment, deficiency or collection, other than extensions obtained in the ordinary course of business, which waiver or extension currently remains in effect.

No deficiency for any amount of Tax has been asserted or assessed by any Relevant Authority in writing (or has been threatened or proposed in writing) against the Company or any of its Subsidiaries for any taxable period for which the period of assessment or collection remains open, except for deficiencies that have been satisfied by payment in full, settled or withdrawn.

The Company and its Subsidiaries have complied in all material respects with applicable Laws for the withholding of Taxes and have timely withheld and paid over to the appropriate Tax Authority all material amounts of Taxes required to be withheld and paid over.

Since the Lookback Date, neither the Company nor any of its Subsidiaries was a “distributing corporation” or a “controlled corporation” in a transaction intended to be governed by Section 355 or Section 361 of the Code (or any similar provision of state, local or foreign Tax Law).

Neither the Company nor any of its Subsidiaries has any liability for any Taxes of any Third Party (other than the Company and its Subsidiaries) (i) under Treasury Regulation Section 1.1502-6 (or any similar provision of Tax Law in any jurisdiction) or as a transferee or successor, or (ii) pursuant to any Tax sharing or Tax indemnification agreement or other similar agreement (other than pursuant to commercial agreements or arrangements that are not primarily related to Taxes). Neither the Company nor any of its Subsidiaries has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which is the Company or any of its Subsidiaries).

No claim has been made in writing by any Taxing Authority in a jurisdiction where the Company or the Company’s Subsidiaries do not file Tax Returns that the Company or any of its Subsidiaries is or may be subject to taxation by, or required to file any Tax Return in, that jurisdiction which claim has not since been resolved.

Neither the Company nor any of its Subsidiaries has entered into any “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2).

Except as set forth in Clause 1.8(i) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has a permanent establishment (within the meaning of the Code or applicable Tax treaty) or otherwise has an office or fixed place of business in a country other than the country in which it is organized.

Litigation

Environmental Matters

Compliance with Laws

The Company and each of its Subsidiaries is, and at all times since January 1, 2017, has been, in compliance in all material respects with, and not in violation of, any applicable Law, except for failures to comply or violations that, individually or in the aggregate, have not had and would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole.

The Company and its Subsidiaries have not (i) violated any applicable provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, the U.K. Bribery Act 2010 or any other anti-corruption or anti-bribery Law (collectively, “Anti-Corruption Laws”), (ii) been targeted by any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department, (iii) been targeted by any non-U.S. sanctions, (iv) paid, offered, promised, or authorized payment of money or any other thing of value to any Relevant Authority or political party (or any Person owned, controlled by or acting on behalf of any of any Relevant Authority or political party) or any official of such Relevant Authority in violation of Anti-Corruption Laws for the purpose of influencing, directly or indirectly through another Person, any act, omission, or decision of such official of such Relevant Authority in an official capacity so that the Company or any of its Subsidiaries might secure any advantage, obtain or retain business, or direct business to any Person or (v) accepted or received any contributions, payments, gifts or expenditures that was unlawful.

Takeover Statutes

Brokers

No Other Representations and Warranties

REPRESENTATIONS AND WARRANTIES OF ACQUIRER

Organization, Standing and Power

Capitalization

As of the Capitalization Date, the authorized capital stock of the Acquirer consists of: (i) 200,000,000 shares of common stock, no par value per share (the “Acquirer Common Shares”), and (ii) 2,000,000 shares of preferred stock, $0.01 par value per share (the “Acquirer Preferred Shares”). The Acquirer Common Shares and the Acquirer Preferred Shares are entitled to the rights and privileges set forth in the Acquirer’s constituent documents. As of the Capitalization Date, (A) 55,448,350 shares of Acquirer Common Shares were issued and outstanding, (B) 511,530 underlying equivalent shares of Acquirer Common Shares issuable under the current and outstanding Acquirer restricted stock units and Acquirer performance stock units (assuming target performance achievement), and (C) 26,408 underlying equivalent shares of Acquirer Common Shares issuable under the current and outstanding Acquirer stock appreciation rights and (iii) no shares of Acquirer Preferred Stock are issued and outstanding.

Except as set forth in this Clause 2.2 (i) there are no equity securities of any class of the Acquirer, or any security exchangeable into or exercisable for such equity securities, issued, reserved for issuance or outstanding and (ii) there are no options, warrants, equity securities, calls, rights or agreements to which the Acquirer or any of its Subsidiaries is a party or by which the Acquirer or any of its Subsidiaries is bound obligating the Acquirer or any of its Subsidiaries to issue, exchange, transfer, deliver or sell, or cause to be issued, exchanged, transferred, delivered or sold, additional shares of capital stock or other equity interests of the Acquirer or any security or rights convertible into or exchangeable or exercisable for any such shares or other equity interests, or obligating the Acquirer or any of its Subsidiaries to grant, extend, accelerate the vesting of, otherwise modify or amend or enter into any such option, warrant, equity security, call, right or agreement. Except as set forth in Clause 2.2(a) above, the Acquirer does not have any outstanding, stock appreciation rights, stock units or similar rights or obligations. Except as set forth in Clause 2.2(a) above, neither the Acquirer nor any of its Subsidiaries is a party to or is bound by any agreement with respect to the voting (including proxies) or sale or transfer of any shares of capital stock or other equity interests of the Acquirer.

All outstanding shares of Acquirer Common Shares are, and all shares of Acquirer Common Shares subject to issuance as specified in Clause 2.2(b), upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, pre-emptive right, subscription right or any similar right under any provision of the applicable Law, the Acquirer’s constituent documents or any agreement to which the Acquirer is a party or is otherwise bound.

There are no obligations, contingent or otherwise, of the Acquirer or any of its non-wholly owned Subsidiaries to repurchase, redeem or otherwise acquire any Acquirer Common Shares.

There are no bonds, debentures, notes or other indebtedness of the Acquirer having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of the Acquirer may vote.

Authority; No Conflict; Required Filings and Consents

The Acquirer has all requisite corporate power and authority to execute and deliver this Agreement and the Transaction Documents and to consummate the transactions contemplated herein and therein. The execution and delivery of, and the consummation of the transactions contemplated by, this Agreement by the Acquirer has been duly authorized by all necessary corporate

The execution and delivery of this Agreement by the Acquirer does not, and the consummation by the Acquirer of the transactions contemplated hereby shall not, (i) conflict with, or result in any violation or breach of, any provision of the certificate of incorporation, bylaws, articles or other organizational documents of the Acquirer, (ii) conflict with, or result in any violation or breach of, or constitute a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, any of the terms, conditions or provisions of any material agreement or other instrument to which the Acquirer is a party or by which any of its properties or assets may be bound, or (iii) subject to compliance with the requirements specified in clauses (i) through (iii) of Clause 1.1(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, law, ordinance, rule or regulation applicable to the Acquirer or any of its properties or assets, or any other applicable Law, except in the case of clauses (ii) and (iii) of this Clause 2.3(b) 1.1(b) for any such conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, losses, penalties or Liens, and for any consents or waivers not obtained, that, individually or in the aggregate, have not had and would not reasonably be expected to have an Acquirer Material Adverse Effect.

No consent, approval, license, permit, order or authorization of, or registration, declaration, notice or filing with, any Relevant Authority or any stock market or stock exchange on which Acquirer Shares are listed for trading is required by or with respect the Acquirer in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated herein, except for (i) the pre-merger notification requirements under the HSR Act and any requirements under other applicable Antitrust Laws, (ii) filings in connection with or in compliance with the Exchange Act, Securities Act, rules and regulations of any stock exchange and (iii) such other consents, approvals, licenses, permits, orders, authorizations, registrations, declarations, notices and filings which, if not obtained or made, would not reasonably be expected to have, individually or in the aggregate, an Acquirer Material Adverse Effect.

No consent, approval, license, permit, order or authorization of, or registration, declaration, notice or filing with, any Relevant Authority or any stock market or stock exchange on which shares of Acquirer Common Stock are listed for trading is required by or with respect to the Acquirer or any of its Subsidiaries in connection with the execution and delivery of this Agreement by the Acquirer or the consummation by the Acquirer of the Acquisition, except for (i) as required under applicable Law, (ii) the Exchange Act, (iii) the Securities Act, (iv) the rules and regulations of the NASDAQ, (v) the HSR Act, and the antitrust, competition, foreign investment or similar Laws outside of the United States set forth in Clause 2.4(d) of the Acquirer Disclosure Schedule and (vi) the approvals set forth in Clause 2.4(d) of the Acquirer Disclosure Schedule, and no authorization,

No affirmative vote or written consent of holders of any class or series of capital stock of the Acquirer is necessary to consummate the Acquisition.

SEC Filings; Financial Statements; Information Provided

The Acquirer has filed or furnished all registration statements, forms, reports and other documents required to be filed or furnished by the Acquirer with the SEC since December 21, 2021 (the “Acquirer Lookback Date”). All such registration statements, forms, reports and other documents, as such documents have been amended since the time of their filing or furnishing (including exhibits and all other information incorporated therein and those registration statements, forms, reports and other documents that the Acquirer may file or furnish after the date hereof until the closing) are referred to herein as the “Acquirer SEC Reports”. As of their respective filing dates or, if amended, as of the date of such last amendment, the Acquirer SEC Reports (i) complied, and with respect to the Acquirer SEC Reports filed or furnished after the date hereof will comply, as to form in all material respects with the requirements of the Securities Act and the Exchange Act applicable to such Acquirer SEC Reports and (ii) did not, and the Acquirer SEC Reports filed or furnished after the date hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Acquirer SEC Reports or necessary in order to make the statements in such Acquirer SEC Reports, in the light of the circumstances under which they were made, not misleading. As of the date hereof, there are no outstanding or unresolved comments received from the SEC with respect to the Acquirer SEC Reports. As of the date hereof, the Acquirer has not received any written notification that any of the Acquirer SEC Reports is the subject of any material ongoing SEC investigation. None of the Acquirer’s Subsidiaries is required to file with or furnish to the SEC any forms, reports or other documents or is otherwise subject to any reporting obligation under Section 13 or 15(d) of the Exchange Act.

Each of the consolidated financial statements (including, in each case, any related notes and schedules) contained in or incorporated by reference into the Acquirer SEC Reports at the time filed (i) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated therein or in the notes to such financial statements or, in the case of unaudited interim financial statements, as permitted by the SEC on Form 10-Q under the Exchange Act), and (iii) fairly present in all material respects the consolidated financial position of the Acquirer and its Subsidiaries as of the dates indicated and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments.

The Acquirer is in compliance in all material respects with the Sarbanes-Oxley Act. Each required form, report and document containing financial statements that has been filed with or submitted to the SEC was accompanied by any certifications required to be filed or submitted by the Acquirer’s principal executive officer and principal financial officer pursuant to the Sarbanes-Oxley Act and, at the time of filing or submission of each such certification, any such certification complied in all material respects with the applicable provisions of the Sarbanes-Oxley Act.

The Acquirer has established and maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act. The Acquirer has designed such disclosure controls and procedures to ensure that all material information concerning the Acquirer and its Subsidiaries is made known on a timely basis to the individuals responsible for the preparation of the reports that the Acquirer files or submits under the Exchange Act or Securities Act.

The Acquirer has established and maintains a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) as required by Rules 13a-15 and 15d-15 under the Exchange Act.

Since the Acquirer Lookback Date, (i) none of the Acquirer, any of its Subsidiaries or any of their respective Representatives have received any bona fide complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Acquirer or any of its Subsidiaries or any of their respective internal accounting controls, including any bona fide complaint, allegation, assertion or claim that the Acquirer or any of its Subsidiaries has engaged in questionable accounting or auditing practices; and (ii) no attorney representing the Acquirer or any of its Subsidiaries, whether or not employed thereby, has reported evidence of a violation of securities laws, breach of fiduciary duty or similar violation by the Acquirer, any of its Subsidiaries or any of their respective Representatives to the Acquirer Directors or any committee thereof or to the Acquirer’s chief legal officer or chief executive officer.

Since the Acquirer Lookback Date, neither the Acquirer nor any of its Subsidiaries has entered into any transaction, or series of transactions, agreements, arrangements or understandings, and there are no proposed transactions as of the date of this Agreement, that would be subject to disclosure pursuant to Item 404 of Regulation S-K that has not been disclosed in the Company SEC Reports.

No Undisclosed Liabilities

Absence of Certain Changes or Events

Information Provided

Litigation

Brokers

Environmental Matters

Compliance with Laws

The Acquirer and each of its Subsidiaries is, and at all times since January 1, 2017, has been, in compliance in all material respects with, and not in violation of, any applicable Law, except for failures to comply or violations that, individually or in the aggregate, have not had and would not reasonably be expected to be material to the Acquirer and its Subsidiaries, taken as a whole.

The Acquirer and its Subsidiaries have not (i) violated any Anti-Corruption Laws, (ii) been targeted by any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department, (iii) been targeted by any non-U.S. sanctions, (iv) paid, offered, promised, or authorized payment of money or any other thing of value to any Relevant Authority or political party (or any Person owned, controlled by or acting on behalf of any of any Relevant Authority or political party) or any official of such Relevant Authority in violation of Anti-Corruption Laws for the purpose of influencing, directly or indirectly through another Person, any act, omission, or decision of such official of such Relevant Authority in an official capacity so that the Acquirer or any of its Subsidiaries might secure any advantage, obtain or retain business, or direct business to any Person or (v) accepted or received any contributions, payments, gifts or expenditures that was unlawful.

No Other Representations or Warranties

Financing

The Acquirer shall use its reasonable best efforts to take (or cause to be taken) all actions, and to do (or cause to be done) all things necessary, proper or advisable to consummate and obtain the proceeds of the Debt Financing contemplated by the Debt Financing Commitments on the terms and conditions described in the Debt Financing Commitments (including any flex provisions applicable thereto), including using reasonable best efforts to (i) negotiate definitive agreements with respect thereto on the terms and conditions (including the flex provisions) contained therein or on other terms not materially less favorable, in the aggregate, to the Acquirer than those contained in the Debt Financing Commitments (as determined in the reasonable judgment of the Acquirer) and not in violation of this clause (a) (including clauses (A)-(C) below), (ii) satisfy (or, if deemed advisable by the Acquirer, seek a waiver of) on a timely basis all conditions applicable to the Acquirer in the Debt Financing Commitments that are within its control and otherwise comply with its obligations thereunder and pay related fees and expenses on the Closing Date or otherwise as and when due and payable, (iii) maintain in effect the Debt Financing Commitments in accordance with the terms thereof (except for amendments and supplements not prohibited by this clause (a)) until the Acquisition and the other transactions contemplated by this Agreement (the “Contemplated Transactions”) are consummated or this Agreement is terminated in accordance with its terms, and (iv) enforce its rights under the Debt Financing Commitments in the event of a breach by any counterparty thereto. The Acquirer shall have the right from time to time to amend, supplement, amend and restate or modify the Debt Financing Commitments; provided, that any such amendment, supplement, amendment and restatement or other modification shall not, without the prior written consent of the Company (A) add new (or adversely modify any existing) conditions precedent to the Debt Financing as set forth in the Debt Financing Commitments as in effect on the date hereof, (B) except as otherwise set forth herein, reduce the aggregate amount of the Debt Financing Commitments (including by changing the amount of fees to be paid or original issue discount of the Debt Financing as set forth in the Debt Financing Commitments) in a manner that would adversely impact the ability of the Acquirer to consummate the Acquisition or that would otherwise be expected to delay or impede the Acquisition or (C) otherwise be reasonably expected to (1) prevent, impede or delay the consummation of the Acquisition and the other Contemplated Transactions, (2) make the funding of the Debt Financing as set forth in the Debt Financing Commitments less likely to occur or (3) adversely impact the ability of the Acquirer to enforce their rights against the other parties to the Debt Financing Commitments or the definitive agreements with respect thereto. For the avoidance of doubt, the Acquirer may amend, supplement, amend and restate, modify or replace the Debt Financing Commitments as in effect at the date hereof (x) to add or replace lenders, arrangers, bookrunners, syndication agents or similar entities who had not executed the Debt Financing Commitments as of the date of this Agreement or (y) to increase the amount of Indebtedness contemplated by the Debt Financing Commitments. For purposes of this Schedule 4, references to “Debt Financing” shall include the financing contemplated by the Debt Financing Commitments (including any flex provisions applicable thereto) as permitted to be amended, supplemented, replaced or modified by this clause (a) (and, if applicable, shall include any Alternative Financing used to satisfy the obligations under this Agreement) and references to “Debt Financing Commitments” shall include such documents as permitted to be amended or modified by this clause (a) (and, if applicable, shall include any commitments in respect of Alternative Financing). The Acquirer shall (X) give the Company prompt notice of

It being understood and agreed that in no event shall the Company’s compliance with Clause 10.3(b) of the Agreement or the provisions of this Schedule 4 be a condition to the consummation of the Acquisition, and in no event shall any actions taken by, or inaction of, the Company, its Subsidiaries or its Representatives pursuant to this Schedule 4 result in any representation or warranty made under or in connection with this Agreement to be breached or any Condition to fail to be satisfied or otherwise cause or result in any breach of this Agreement by the Company:

The Company shall use commercially reasonable efforts to provide and to cause its Subsidiaries and its and their respective Representatives to use commercially reasonable efforts to provide, on a reasonably timely basis such cooperation as may reasonably requested by the Acquirer in connection with the Debt Financing, including (i) providing the Financing Information, (ii) providing customary documents and certificates, and taking other actions reasonably requested by the Acquirer that are or may be customary in connection with the Debt Financing (including (A) cooperating in the replacement, backstop or cash collateralization of any outstanding letters of credit issued thereunder for the account of the Company or any of its Subsidiaries and (B) consulting with the Acquirer in connection with the negotiation of such definitive financing documents and agreements and such other customary documents as may be reasonably requested by the Acquirer); (iii) providing assistance in the preparation of one or more confidential information memoranda, prospectuses, offering memoranda, private placement memoranda and other customary marketing and syndication materials reasonably requested by the Acquirer or any of its Affiliates in connection with the Debt Financing (such documents and materials, including the materials prepared for ratings agencies described under subclause viii below, “Offering Materials”); (iv) cooperating with the marketing efforts for any portion of the Debt Financing, including using commercially reasonable efforts to assist the Acquirer in ensuring that the syndication efforts benefit from the existing banking relationships of the Company and its Subsidiaries; (v) permitting the reasonable use by the Acquirer and its Affiliates of the Company’s and its Subsidiaries’ logos for syndication and underwriting, as applicable, of the Debt Financing, provided, that such logos are used solely in a manner that is not intended to nor reasonably likely to harm or disparage the Company or any of its Subsidiaries or the reputation or goodwill of the Company or any of its Subsidiaries and its or their marks; (vi) participating as necessary in a reasonable number of customary meetings, presentations, one-

The Company shall use commercially reasonable efforts to, and to cause its Subsidiaries to use commercially reasonable efforts to, cooperate with the Acquirer to permit the Acquirer to prepare such unaudited pro forma financial statements for the Acquirer for such time periods as required by the Exchange Act and the rules and regulations of the SEC and for use in the Offering Materials; it being understood that nothing will require the Company and its Subsidiaries to provide (1) any pro forma financial statements, (2) any

The Acquirer shall (A) provide the Company with a reasonable opportunity to review any information regarding the Company contained in any Offering Materials prior to use (B) take into account and give due regard to any objections, requested modifications, or comments from the Company with respect thereto, and (C) provide the Company with sufficient opportunity to make any SEC filings with respect thereto. Subject to the foregoing sentence but notwithstanding anything else to the contrary set forth herein or in the Confidentiality Agreement, the Acquirer shall be permitted to disclose nonpublic or otherwise confidential information regarding the Company and its Subsidiaries (and the Company Business) (i) to Financing Sources in connection with any diligence process conducted by such Financing Sources in connection with any financing and (ii) to Financing Sources, rating agencies and prospective lenders and investors during syndication of any financing, in each case subject to their entering into customary confidentiality undertakings with respect to such information (including, as applicable, through a notice and undertaking in a form customarily used in confidential information memoranda, private placement memoranda, offering memoranda and/or lender and investor presentations). Subject to the foregoing sentence, but otherwise notwithstanding anything to the contrary set forth herein or in the Confidentiality Agreement, the Acquirer may not, without the written consent of the Company (which consent shall not unreasonably be withheld) disclose any material non-public or otherwise confidential information regarding the Company and its Subsidiaries (and the Company Business) in connection with the Debt Financing or otherwise, and any disclosure of such information made with the written consent of the Company shall be subject to any conditions required by the Company with respect thereto.

Notwithstanding anything in this Schedule 4 to the contrary, the Acquirer shall, promptly upon request by the Company, reimburse the Company for all reasonable and documented out-of-pocket costs incurred by the Company or any of its Subsidiaries in good faith in connection with fulfilling its obligations pursuant to this Schedule 4. The Acquirer shall indemnify and hold harmless the Company and its Subsidiaries (and their respective Representatives) from and against any and all losses, damages, claims, costs or expenses actually suffered or incurred by them in connection with the arrangement of any such financing and any information used in connection therewith (other than information provided by the Company, any of its Subsidiaries or any of their respective Representatives in writing for use in the Debt Financing documents), except, with respect to any such indemnified party, in the event such loss or damage arises out of or results from such party’s gross negligence, fraud, or willful misconduct ..

SECTION I.

DEFINITIONS

1.1

1.2

SECTION II.

REPRESENTATIONS AND WARRANTIES

2.1

2.2

SECTION III.

REGISTRATION RIGHTS

3.1

3.2

3.3

3.4

3.5

SECTION IV.

MISCELLANEOUS PROVISIONS

4.1

4.2

4.3

4.4

4.5

4.6

4.7

4.8

4.9

4.10

4.11

4.12

4.13

4.14

Accepted:

MKS INSTRUMENTS, INC.

By:                                                                  

Name:

Title: