Company Guarantee Agreement, dated September 22, 2021, between Otis Worldwide Corporation and Morgan Stanley Senior Funding, Inc., as administrative agent

OTIS WORLDWIDE CORPORATION, a Delaware corporation (hereinafter, the “Guarantor”); and

MORGAN STANLEY SENIOR FUNDING, INC., a Delaware corporation (the “Administrative Agent”).

Whereas, on September 22, 2021, Opal Spanish Holdings, S.A.U., a company incorporated under the laws of Spain, with registered office at calle Suero de Quiñones, 34, planta 1ª, Madrid, Spain, Spanish tax identification number A-16808453 (the “Bidder”), announced to the Spanish Securities Market Commission (Comisión Nacional del Mercado de Valores) a voluntary takeover bid for 100% of the share capital (the “Shares”) in Zardoya Otis, S.A., a Spanish public limited company (sociedad anónima), with registered office at calle Golfo de Salónica 73, Madrid, Spain, Spanish tax identification number A-28011153, and registered with the Commercial Registry of Madrid in volume 8, page 1, sheet 33171 (the “Target”) for a total price of up to €1,650,000,000 (the “Offer Price”) (such takeover bid, the “Initial Offer” and the Initial Offer plus any other takeover bid to be launched by the Bidder either voluntary or mandatory (including, but not limited to, any squeeze or sell out) for the acquisition of the Shares being the “Offer”).

Whereas, on or around the date hereof, the Bidder as borrower and the Guarantor as guarantor have entered into a bridge facilities credit agreement with Morgan Stanley Bank AG as initial lender and Morgan Stanley Senior Funding, Inc. as administrative agent (the “Credit Agreement”) for the purposes of, amongst others, financing the consideration for the acquisition of the Shares under or in connection with the Offer.

Whereas, on or around the date hereof, the Bidder has entered into a CNMV Guarantees Issuance Agreement with Morgan Stanley Bank AG as CNMV Guarantee Provider and Morgan Stanley Senior Funding, Inc. as administrative agent (the “CNMV Guarantees Issuance Agreement”) for the purposes of, amongst others, the CNMV Guarantee Provider issuing a guarantee in respect of the obligations of the Bidder pursuant to the Offer as required by Section 15 of Royal Decree 1066/2007, of 27 July, on the regime governing takeover bids (Real Decreto 1066/2007, de 27 de julio, sobre el régimen de las ofertas públicas de adquisición de valores) (the “Spanish Royal Decree”).

Whereas, subject to the terms of this Company Guarantee Agreement (this “Agreement”) and in order to induce the CNMV Guarantee Providers and the Administrative Agent to enter into the CNMV Guarantees Issuance Agreement, the Guarantor has agreed to unconditionally guarantee all obligations of the Bidder under the CNMV Guarantees Issuance Agreement for the benefit of the CNMV Guarantee Providers and the Administrative Agent under the CNMV Guarantees Issuance Agreement.

DEFINITIONS AND INTERPRETATION

Definitions

Construction

Loan Document

Administrative Agent

COMPANY GUARANTEE

The Guarantor hereby unconditionally guarantees the full and punctual payment of all amounts payable by the Bidder under the CNMV Guarantees Issuance Agreement, within three (3) Business Days after written demand therefor shall have been received by the Guarantor from the relevant CNMV Guarantee Provider (the “Guarantee”).

The obligations of the Guarantor under the Guarantee shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:

any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Bidder under the CNMV Guarantees Issuance Agreement, or any other Loan Document, by operation of law or otherwise;

any modification or amendment of or supplement to the CNMV Guarantees Issuance Agreement or any other Loan Document;

any change in the corporate existence, structure or ownership of the Bidder or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Bidder or its assets or any resulting release or discharge of any obligation of the Bidder contained in the CNMV Guarantees Issuance Agreement or any other Loan Document;

the existence of any claim, set-off or other rights that the Guarantor may have at any time against the Bidder, any CNMV Guarantee Provider or any other Person, whether in connection herewith or any unrelated transactions; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;

any invalidity or unenforceability relating to or against the Bidder for any reason of the CNMV Guarantees Issuance Agreement or any other Loan Document, or any provision of applicable law or regulation purporting to prohibit the payment by the Bidder of any amount payable by it under the CNMV Guarantees Issuance Agreement or any other Loan Document; or

any other act or omission by the Bidder, any CNMV Guarantee Provider or any other Person which might, but for the provisions of this Clause 2.1.2, constitute a legal or equitable discharge of the Guarantor’s obligations under the Guarantee (other than as set forth in Clause 2.1.3).

The Guarantor’s obligations under the Guarantee with respect to the obligations of the Bidder shall remain in full force and effect until the date on which the Commitments shall have terminated, no CNMV Guarantee is outstanding and all amounts payable by the Bidder under the CNMV Guarantees Issuance Agreement shall have been paid in full; provided, however, that prior to such date, the Guarantor may be released from any of its obligations under the Guarantee by the Administrative Agent with the written consent of all of the CNMV Guarantee Providers. If at any time any payment payable by the Bidder under the CNMV Guarantees Issuance Agreement is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the Bidder, or otherwise, the Guarantor’s obligations under the Guarantee with respect to such payment shall be reinstated at such time as though such payment had been due but not made at such time.

The Guarantor irrevocably waives acceptance hereof, presentment, demand, protest and any notice not provided for herein, as well as any requirement that at any time any action not provided for herein be taken by any Person against the Bidder or any other Person.

Section 2.14 of the Credit Agreement shall apply mutatis mutandis to any payment made by the Company on behalf of the Bidder pursuant to the Guarantee.

EFFECTIVENESS

The Administrative Agent shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) evidence satisfactory to the Administrative Agent (which may include a facsimile or electronic transmission of a signed counterpart of this Agreement) that such party has signed a counterpart of this Agreement.

CHANGES TO THE PARTIES

APPLICABLE PROVISIONS

COMMUNICATIONS

Notice details for the Administrative Agent

***@***; ***@***

1300 Thames Street, Thames Street Wharf, 4th Floor, Baltimore, Maryland 21231 (USA).

Notice details for the Guarantor

c/o Otis Worldwide Corporation, One Carrier Place, Farmington, Connecticut 06032 (USA).

SURVIVAL