Arrangement Agreement, dated as of September 20, 2017, among Scientific Games Corporation, Bally Gaming And Systems UK Limited and NYX Gaming Group Limited

Purchaser by means of its wholly owned Subsidiary, AcquireCo, wishes to acquire the entire issued and to be issued share capital of the Company (the “Acquisition”); and

The Parties intend to effect the Acquisition by way of a scheme of arrangement under Part VIII of the Companies Law (as defined below), but Purchaser and AcquireCo reserve the right, as set forth in this Agreement, to elect to effect the Acquisition by way of a takeover offer (which will be an offer for purposes of Part XVIII of the Companies Law).

Defined Terms.

general political, economic, financial, currency exchange, securities, capital or credit market conditions in Canada, Guernsey, the United States or any other country or region in the world;

any act of terrorism, war (whether or not declared), armed hostilities, riots, insurrection, civil disorder, military conflicts or other armed conflict, in each case whether occurring within or outside of Canada, Guernsey or the United States;

any natural disaster;

any change or proposed change in Law or other legal or regulatory requirements (or the interpretation thereof), IFRS or accounting rules or the interpretation thereof;

any change affecting the industries or markets in which the Company or its Subsidiaries operate;

the announcement or pendency of the transactions contemplated by this Agreement or the identity of Purchaser, AcquireCo or their respective Affiliates, including (A) the termination or potential termination of (or the

any actions taken or failure to take action, in each case, by Purchaser or any of its controlled Affiliates;

any actions taken or failure to take action, in each case, to which Purchaser has consented in writing, or which Purchaser has requested or approved in writing or the taking of such action is required by this Agreement, or the failure to take such action prohibited by this Agreement;

any change in the trading price or any change in the trading volume of the Ordinary Shares (it being understood, without limiting the applicability of sub-clauses (a) through (l), that the causes underlying such changes in trading price or trading volume may be taken into account in determining whether a Material Adverse Effect has occurred);

any Proceedings made or brought by any of the current or former shareholders of the Company (on their own behalf or on behalf of the Company and only in their capacities as current or former shareholders of the Company) against the Company arising out of or in connection with the transactions contemplated by this Agreement;

any matter which has been disclosed by the Company in the Company Disclosure Letter to the extent such Change is reasonably foreseeable from such disclosure; and

the failure, in and of itself, of the Company to meet any internal or public projections, forecasts or estimates of revenues or earnings (it being understood, without limiting the applicability of sub-clauses (a) through (k), that the causes underlying such failure may be taken into account in determining whether a Material Adverse Effect has occurred);

Liens for Taxes which are not yet due or delinquent, or the validity or amount of which is being contested in good faith by appropriate proceedings (and for which adequate accruals and reserves have been established in accordance with IFRS);

statutory Liens of contractors, subcontractors, mechanics, workers, suppliers, materialmen, carriers and others arising in the Ordinary Course, with respect to amounts which are not yet due and for a claim which has not been filed or registered pursuant to applicable Laws or of which notice in writing has not been given to the Company;

easements, rights-of-way, covenants, restrictions and other encumbrances with respect to real or immovable properties incurred in the Ordinary Course that, either individually or in the aggregate, are not material in amount and that do not, in any case, materially detract from the value or the use of the property subject thereto;

statutory landlords’ Liens and Liens granted to landlords under any lease;

Liens disclosed in the notes to the Company Financial Statements;

Liens incurred in the Ordinary Course in connection with workers’ compensation, unemployment insurance and other types of social security;

with respect to leased or licensed personal property or Intellectual Property Rights, the terms and conditions of the lease or license applicable thereto;

rights reserved to or vested in any Governmental Entity by any statutory provision; and

Liens listed and described in Section 1.1 of the Company Disclosure Letter under the caption “Permitted Liens”.

Certain Rules of Interpretation.

Headings, etc. The provision of a Table of Contents, the division of this Agreement into Articles and Sections and the insertion of headings are for convenient reference only and do not affect the construction or interpretation of this Agreement.

Currency. All references to dollars or to $ are references to Canadian dollars.

Gender and Number. Any reference to gender includes all genders. Words importing the singular number only include the plural and vice versa.

Certain Phrases and References, etc. The words “including”, “includes” and “include” mean “including (or includes or include) without limitation”, and “the aggregate of”, “the total of”, “the sum of”, or a phrase of similar meaning, means “the aggregate (or total or sum), without duplication, of”. The term “or” is not exclusive. The word “extent” in the phrase “to the extent” means the degree to which a subject or other thing extends, and such phrase does not mean simply “if”.  The word “will” is construed to have the same meaning and effect as the word “shall”. Unless stated otherwise, “Article”, “Section”, and “Schedule” followed by a number or letter mean and refer to the specified Article or Section of or Schedule to this Agreement.  The words “hereof”, “herein” and “hereunder”, or words of similar import, when used in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement.

Capitalized Terms. All capitalized terms used in any Schedule, in the Support Agreements or in the Company Disclosure Letter have, unless otherwise defined, the meanings ascribed to them in this Agreement.

Knowledge. (a) Where any representation or warranty is expressly qualified by reference to the knowledge of the Company, it shall be deemed to refer to the actual knowledge of the individuals set forth on Section 1.2(6)(a) of the Company

Accounting Terms. All accounting terms are to be interpreted in accordance with IFRS and all determinations of an accounting nature in respect of the Company shall be made in a manner consistent with IFRS.

Statutes. Any reference to a statute refers to such statute and all rules and regulations made under it, as it or they may have been or may from time to time be amended or re-enacted, unless stated otherwise.

Computation of Time. A period of time is to be computed as beginning on the day following the event that began the period and ending at 9:00 p.m. on the last day of the period, if the last day of the period is a Business Day, or at 9:00 p.m. on the next Business Day if the last day of the period is not a Business Day.

Time References. References to days mean calendar days, unless stated otherwise. References to time are to London time, unless otherwise stated.

Person References. References to a Person also include its permitted successors and assigns.

Made Available, etc. References to “made available to Purchaser”, “provided to Purchaser” or “disclosed to Purchaser”, or derivative phrases thereof, mean, with respect to any information or document, that such information or document was posted to the Company Data Room at the close of business prior to the date hereof.

Subsidiary Actions.  Whenever this Agreement requires a Subsidiary of the Company or Purchaser, as applicable, to take any action, such requirement shall be deemed to include an undertaking on the part of the Company or Purchaser, as applicable, to cause the Subsidiary to take such action.

Schedules.

Scheme.

Order to Call Court Meeting.

for the classes of Persons to whom notice is to be provided in respect of the Scheme and the Court Meeting and for the manner in which such notice is to be provided;

for confirmation of the Scheme Voting Record Time, the Notice Record Date for the Meetings and the Proposed Meeting Date;

that the required approvals for the Scheme Resolution shall be (a) a majority in number of the Scheme Shareholders present and voting, either in person or by proxy, representing at least seventy-five percent (75%) in value of the Scheme Shares held by such Scheme Shareholders present and voting, either in person or by proxy (the “Required Scheme Approval”) and (b) to the extent required, the Required MI 61-101 Approval (with a reasonably detailed explanation as to why such Required MI 61-101 Approval is necessary);

that, in all other respects, the terms, restrictions and conditions of the Company’s Constitutional Documents, including quorum requirements and all other matters, shall apply in respect of the Court Meeting (subject to any specific direction to the contrary given by the Court);

that the Court Meeting may be adjourned or postponed from time to time by the

other matters that are customary, or that are requested or required by the Court; and

for such other matters as Purchaser or the Company may reasonably require, subject to obtaining the prior consent of the other, such consent not to be unreasonably withheld, conditioned or delayed.

The Meetings.

convene and conduct the Court Meeting in accordance with the Order to Call Court Meeting and applicable Law, using the Scheme Circular prepared in accordance with Section 2.4, on (x) the Proposed Meeting Date or (y) if such Proposed Meeting Date is not confirmed in the Order to Call Court Meeting, then a date as soon as reasonably practicable after the Proposed Meeting Date, after the Order to Call Court Meeting has been obtained, and, in either case, not adjourn, postpone or cancel (or propose the adjournment, postponement or cancellation of) the Court Meeting without the prior written consent of Purchaser, except in the case of an adjournment or postponement as required for quorum purposes pursuant to Section 2.3(12) or as required or permitted under Section 5.4(5) or in the event that the chairman of the General Meeting considers in good faith that it is necessary to adjourn the Court Meeting in order to ensure a proper conduct of the proceedings at that meeting;

convene and conduct the General Meeting in accordance with the Company’s Constitutional Documents and applicable Law, on the same date as the Court Meeting and as soon as practicable after the Court Meeting has concluded, and not adjourn, postpone or cancel (or propose the adjournment, postponement or cancellation of) the General Meeting without the prior written consent of Purchaser, except in the case of an adjournment or postponement as required for quorum purposes pursuant to Section 2.3(12) or as required or permitted under Section 5.4(5) or in the event that the chairman of the General Meeting considers in good faith that it is necessary to adjourn the General Meeting in order to ensure a proper conduct of the proceedings at that meeting;

set the Scheme Voting Record Time as the record time for purposes of determining the Persons who are entitled to attend and vote at each of the Court Meeting and the General Meeting;

subject to the terms of this Agreement, recommend that the Scheme Shareholders vote in favor of the Scheme Resolutions at the Court Meeting and the Company Shareholders vote in favor of the General Meeting Resolutions at the General Meeting and solicit proxies in favor of the approval of the Scheme Resolution and

provide Purchaser with copies of or access to information regarding each of the Court Meeting and the General Meeting generated by any dealer or proxy solicitation services firm, as requested from time to time by Purchaser;

permit Purchaser, on behalf of the Company Board, directly or through a proxy solicitation services firm, to actively solicit proxies in favor of the Scheme Resolution and the General Meeting Resolutions on behalf of the Company Board in compliance with Law and disclose in the Scheme Circular that Purchaser may make such solicitations;

consult with Purchaser in fixing the date of the Meetings, give notice to Purchaser of the Meetings and allow Purchaser’s Representatives and legal counsel to attend each of the Meetings;

promptly advise Purchaser, at such times as Purchaser may reasonably request and at least on a daily basis on each of the last ten (10) Business Days prior to the date of the Meetings, as to the aggregate tally of the proxies received by the Company in respect of each of the Scheme Resolution and the General Meeting Resolutions;

promptly advise Purchaser of any communication (written or oral) from any Company Shareholder in opposition to the Scheme and the details thereof;

not change any matters in connection with the Court Meeting or the General Meeting, unless in each case in the event required by order of the Court or applicable Law or as approved in writing by Purchaser, acting reasonably;

at the request of Purchaser from time to time, provide Purchaser with a list (in both written and electronic form) of (i) the Company Shareholders, together with their addresses and respective holdings of Ordinary Shares, (ii) the names, addresses and holdings of all Persons having rights issued by the Company to acquire Ordinary Shares (including all Company Securityholders), and (iii) participants and book-based nominee registrants such as CDS and CREST, and beneficial owners of Ordinary Shares, together with their addresses and respective holdings of Ordinary Shares. The Company shall from time to time require that its registrar and transfer agent furnish Purchaser with such additional information, including updated or additional lists of Company Shareholders, and lists of securities positions and other assistance as Purchaser may reasonably request in order to be able to communicate with respect to the Scheme with the Company Shareholders and with such other Persons as are entitled to vote on the Scheme Resolution or the General Meeting Resolutions; and

if the Company is unable to obtain a quorum of the Scheme Shareholders or the Company Shareholders, as applicable, with respect to the Court Meeting or the General Meeting, postpone or adjourn the date of each of the Meetings to the extent (and only to the extent) necessary in order to obtain such a quorum and the Company shall use its reasonable best efforts to obtain such a quorum as promptly as practicable (in accordance with the Order to Call Court Meeting (in the case of the Court Meeting) or that Company’s Constitutional Documents (in the case of the General Meeting) and applicable Law (in each case)), in which case the other provisions of this Section 2.3 shall apply with respect to any such postponed or adjourned Meetings.

The Scheme Circular.

The Company shall as soon as reasonably practicable after the date of this Agreement, prepare and complete, in consultation with Purchaser, the Scheme Circular, together with any other documents required by the Company’s Constitutional Documents and applicable Law in connection with the Meetings and the Scheme, and the Company shall, promptly after obtaining the Order to Call Court Meeting (and, in any event, no earlier than the Notice Record Date for the Meetings and no later than three (3) Business Days after the Notice Record Date for the Meetings), cause the Scheme Circular and such other documents to be filed under Securities Laws and sent to each Company Shareholder and other Person as required by the Order to Call Court Meeting, the Company’s Constitutional Documents and applicable Law, in each case so as to permit the Meetings to be held by the date determined pursuant to Section 2.3(1) and Section 2.3(2).

The Company shall ensure that the Scheme Circular complies in all material respects with applicable Law, does not contain any Misrepresentation (except that the Company shall not be responsible for any information relating to Purchaser and its Subsidiaries) and provides the Company Shareholders with sufficient information to permit each of them to form a reasoned judgement concerning the matters to be placed before the Meetings.

Without limiting the generality of the foregoing, the Scheme Circular must include (a) a statement that the Company Board has unanimously, after receiving legal and financial advice, determined that the terms of the Scheme are fair and reasonable and unanimously recommends that the Scheme Shareholders vote in favor of the Scheme Resolution at the Court Meeting and the Company Shareholders vote in favor of the General Meeting Resolutions at the General Meeting (collectively, the “Company Board Recommendation”) and (b) a statement that the Supporting Equityholders have entered into the Support Agreements and, pursuant thereto, have agreed to vote all their Ordinary Shares in favor of the Scheme Resolution at the Court Meeting and in favor of the General Meeting Resolutions at the General Meeting.

The Company shall give Purchaser and its legal counsel a reasonable opportunity to review and comment on drafts of the Scheme Circular, the application for the Order to Call Court Meeting, the application for Scheme Order and other related documents, and shall give reasonable consideration to any comments made by Purchaser and its counsel, and agrees that all information to the extent relating to Purchaser and its Subsidiaries included in the foregoing must be in a form and content satisfactory to Purchaser.

Purchaser shall provide all necessary information concerning Purchaser and its Subsidiaries that is required by Law to be included by the Company in the Scheme Circular or other related documents to the Company in writing, use commercially reasonable efforts to obtain any necessary consents from any of its advisors to the use of any financial, technical or other expert information required to be included in the Scheme Circular and to the identification in the Scheme Circular of each such advisor and shall use commercially reasonable efforts to ensure that such information does not contain any Misrepresentation concerning Purchaser or its Subsidiaries.

Purchaser will reasonably cooperate with and assist the Company in seeking the Order to Call Court Meeting and the Scheme Order, including by providing the Company on a timely basis any information reasonably required to be supplied by Purchaser in connection therewith and by causing AcquireCo to appear by counsel before the Court at the Court Hearing in order to undertake to be bound by and to comply with the provisions of the Scheme of Arrangement.

Each Party shall promptly notify the other Party if it becomes aware that the Scheme Circular contains a Misrepresentation, or otherwise requires an amendment or supplement or if the Court or a Securities Authority has requested further explanation or comment. The Parties shall cooperate in the preparation of any such amendment or supplement or explanation or commentary as required or appropriate, and the Company shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to the Company Shareholders and, if required by the Court or by applicable Law, file the same with the Securities Authorities or any other Governmental Entity as required.

No filing or public dissemination of, or amendment or supplement to, the Scheme Circular will be made by the Company without providing Purchaser a reasonable opportunity to review and comment thereon and without Purchaser’s prior written consent, not to be unreasonably withheld, conditioned or delayed.

Scheme Order.

If the Required Shareholder Approvals are obtained, as soon as reasonably practicable after the Meetings and in any event within ten (10) Business Days thereafter unless otherwise agreed to in writing by the Company and Purchaser each acting reasonably, the Company shall, pursuant to the Companies Law and in

As soon as reasonably practicable after the satisfaction or waiver of all of the conditions precedent set forth in Sections 6.1(1), 6.2(4) and 6.2(5) and in any event within ten (10) Business Days thereafter unless otherwise agreed to in writing by the Company and Purchaser each acting reasonably, the Company shall in cooperation with the Purchaser (and subject to the Company and the Purchaser each confirming to the other, in their entire discretion, that all of the remaining conditions precedent (excluding Section 6.1(4)) have been satisfied or waived) confirm to the Court (either in person or by correspondence, as the Court may direct) that all of the conditions precedent set forth in Section 6.1 (excluding Section 6.1(4)), Section 6.2 and Section 6.3 have been satisfied or waived and request the Court to issue the Scheme Order.

Court Proceedings.

diligently pursue, and cooperate with Purchaser in diligently pursuing, the Order to Call Court Meeting and the Scheme Order;

provide legal counsel to Purchaser with a reasonable opportunity to review and comment upon drafts of all material to be filed with the Court (including any affidavits) in connection with the Scheme, and give reasonable consideration to all such comments;

provide copies of any notice of appearance, evidence or other documents served on the Company or its legal counsel in respect of the application for the Order to Call Court Meeting or the Scheme Order or any appeal from them, and any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Order to Call Court Meeting or the Scheme Order;

ensure that all material filed with the Court in connection with the Scheme is consistent with this Agreement and the Scheme of Arrangement (subject to any amendments required by the Court and as agreed between the Purchaser and the Company);

not file any material with the Court in connection with the Scheme or serve any such material, or agree to modify or amend any material so filed or served, except as contemplated by this Agreement or with Purchaser’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided that Purchaser is not required to agree or consent to any increase in or variation in the form of the Consideration or other modification or amendment to such filed or

oppose any proposal from any Person that the Scheme Order contain any provision inconsistent with this Agreement, and if required by the terms of the Scheme Order or by Law to return to Court with respect to the Scheme Order do so only after notice to, and in consultation and cooperation with, Purchaser; and

not object to legal counsel to Purchaser making such submissions on the hearing of the motion for the Order to Call Court Meeting and the application for the Scheme Order as such counsel considers appropriate for the purposes of obtaining the Order to Call Court Meeting or the Scheme Order.

Scheme Order and Effective Date.

The Company shall, to the extent permitted by applicable Law, amend the Scheme of Arrangement from time to time at the reasonable request of Purchaser in accordance with the terms of this Agreement; provided that no such amendment is inconsistent with the Order to Call Court Meeting or the Scheme Order or is prejudicial to the Company or the Company Securityholders.

The Company shall file a copy of the Scheme Order with the Guernsey Registry as soon as practicable, but in any event within seven (7) days, after its making.

The closing of the Scheme (the “Closing”) will take place at 9:00 a.m., New York City time, at the offices of Cravath, Swaine & Moore LLP, 825 Eighth Avenue, New York, New York 10019, (a) on such date after the satisfaction or (to the extent permitted by Law) waiver of the conditions set forth in Article 6 (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or (to the extent permitted by Law) waiver of those conditions at the Closing) as the applicable Parties are set to appear before the Court and request, pursuant to Section 2.5(2), the Court to issue the Scheme Order, or (b) at such other time, date and location as may be agreed to in writing by the Parties.

The Scheme will become effective upon the filing with the Guernsey Registry of the Scheme Order sanctioning the Scheme under Part VIII of the Companies Law.  The date and time at which the Scheme becomes effective is referred to in this Agreement as the “Effective Time”.

Treatment of Certain Company Convertible Securities and ESAP.

Company Options.  If a Company Optionholder exercises his or her Company Options following the date of this Agreement and holds Scheme Shares at the Scheme Record Time, such Company Optionholder shall be treated as a Scheme Shareholder and shall receive the Consideration under the Scheme of Arrangement.

ESAP.  Prior to the Effective Time, the Company shall take all actions necessary to (i) terminate the ESAP effective as of, and contingent upon, the Effective Time and (ii) suspend any new contribution periods following the date hereof and through such termination. Any outstanding Ordinary Shares held in the ESAP Trust shall be treated as Scheme Shares for purposes of this Agreement, and the Consideration received by the ESAP Trust therefor shall be appropriately applied to the accounts of the ESAP participants and distributed to such ESAP participants within ninety (90) days following the Effective Time, in accordance with the terms of the ESAP.

Company Warrants.  If a Company Warrantholder exercises its Company Warrants following the date of this Agreement and holds Scheme Shares at the Scheme Record Time, such Company Warrantholder shall be treated as a Scheme Shareholder and

Exchangeable Preferred Shares. The Company shall cause the board of directors of NYX Digital Gaming (Canada) ULC to, in accordance with Article 26, establish a “Redemption Date” (as such term is defined in Article 26) for the redemption of each outstanding Exchangeable Preferred Share pursuant to and in accordance with Article 26 in exchange for a number of Ordinary Shares equal to the Effective Exchange Ratio (as such term is defined in Article 26) in effect on the “Redemption Date”.  In accordance with Article 26, such “Redemption Date” shall be the Effective Date. The Company shall cause the board of directors of 1044200 B.C. Ltd. to exercise its overriding Redemption Call Right (as such term is defined in the Callco Support Agreement) in accordance with Article 26 and the Callco Support Agreement, such that on the Effective Date, each Exchangeable Preferred Share will be purchased by 1044200 B.C. Ltd. for a number of Ordinary Shares equal to the Effective Exchange Ratio (as such term is defined in Article 26) in effect on the Effective Date

Corporate Actions.  At or prior to the Effective Time, the Company, the Company Board and the compensation committee thereof, as applicable, shall adopt any resolutions and take any actions that are necessary or advisable to effectuate the provisions of this Section 2.8.

Payment of Consideration.

Purchaser shall, by no later than the Closing, provide or cause to be provided to the Depositary sufficient funds to be held in escrow (the terms and conditions of such escrow to be satisfactory to the Company and Purchaser, each acting reasonably) to pay the aggregate Consideration due to the Scheme Shareholders pursuant to the Scheme of Arrangement (including, for the avoidance of doubt, the aggregate Consideration due to ESAP participants whose accounts hold Ordinary Shares that shall be treated as Scheme Shares). Purchaser shall, or shall cause AcquireCo or the Company, as applicable, to, make the payments required under Section 2.8 to the applicable holders of the Company Convertible Securities pursuant to the terms of Section 2.8.

Withholding Taxes.

Purchaser, AcquireCo, the Company and the Depositary, as applicable, shall be entitled to deduct and withhold from any consideration otherwise payable or otherwise deliverable to any Company Securityholder, including the Company Optionholders, under this Agreement or the Scheme of Arrangement (including with respect to proceeds from the termination of the ESAP) such amounts as Purchaser, AcquireCo, the Company or the Depositary, as applicable, are required to deduct and withhold from such consideration under any provision of any Laws in respect of Taxes; provided that in the event Purchaser, AcquireCo or the Depositary becomes aware of any withholding requirements (other than in respect of employment or payroll Taxes or U.S. federal backup withholding) that may be applicable to any payments to be made pursuant to this Agreement or the Scheme of Arrangement, Purchaser or the Depositary shall inform the Company as soon as reasonably practicable (but in any event no later than the 10^th day before the Closing, or if such awareness first occurs after such 10^th day before the Closing, then promptly after such awareness occurs) of the amount to be withheld and the basis for such withholding and shall reasonably cooperate with the Company to obtain any available exemptions from or reductions of such withholding.  Any such amounts will be deducted, withheld and remitted from the consideration payable pursuant to this Agreement or the Scheme of Arrangement and shall be treated for all purposes under this Agreement or the Scheme of Arrangement, as applicable, as having been paid to the Company Securityholder in respect of which such deduction, withholding and remittance was made; provided that such deducted and withheld amounts are actually remitted to the appropriate Governmental Entity.

Pursuant to U.S. Treasury Regulation Sections 1.1445-2(c)(3) and 1.897-2(h), the Company shall deliver (or cause to be delivered) to AcquireCo prior to the Closing a statement (in a form reasonably acceptable to Purchaser) of each of the Regarded U.S. Subsidiaries and any other Subsidiary of the Company that is a “United States person” (within the meaning of Section 7701(a)(30) of the Code) certifying that the equity interests of such Subsidiary do not constitute “United States real property interests” (within the meaning of Section 897(c)(1) of the Code).

Announcement and Shareholder Communications.

issue any news release or otherwise make public announcements with respect to this Agreement or the transactions contemplated hereby without the consent of the other Party (which consent shall not be unreasonably withheld, conditioned or delayed);

make any filing with any Governmental Entity with respect thereto without prior consultation with the other Party;

Takeover Offer.

At any time prior to the Effective Time, and subject to giving the Company no less than 5 Business Days’ notice of its intention to do so, Purchaser and AcquireCo shall be entitled to effect the Acquisition by way of the Offer rather than the Scheme (such election being an “Offer Election”), if Purchaser reasonably determines, in good faith, that effecting the Acquisition by way of the Offer would reasonably be expected to increase the likelihood that the Acquisition will be consummated.

In the event of an Offer Election, the Parties agree (i) to cooperate fully and in good faith to make appropriate amendments to the provisions of this Article 2 and to provide for such other modifications to this Agreement, in each case, to the extent such amendment or modification is necessitated by effecting the Acquisition by way of the Offer rather than the Scheme; provided, however, that no such amendment or modification shall (a) alter or change in any way (including as to the amount or kind) the Consideration, (b) adversely affect in any material respect the Tax treatment of Company Securityholders as a result of the Acquisition or (c) adversely and materially affect any Party’s ability to satisfy any of the conditions set forth in Article 6; provided, further, that all other provisions of this Agreement that are not required to be amended or modified in order to give effect to the Offer Election shall apply to the Offer and the subsequent consummation of the Acquisition; (ii) that Purchaser shall prepare the definitive agreement providing for all such amendments and modifications to this Agreement for execution by the Parties and that the Parties shall use their respective reasonable best efforts to execute such definitive agreement as promptly as practicable and (iii) that each Party shall use its reasonable best efforts to cause the transactions contemplated by this Agreement, as so amended and modified, to be consummated as soon as practicable thereafter and in accordance with the terms of this Agreement, as so amended and modified.

Designation of AcquireCo.

Representations and Warranties of the Company.

Except as set forth in the correspondingly numbered Section of the Company Disclosure Letter (or in any other Section of the Company Disclosure Letter to the extent that it is reasonably apparent based on the content and context of such disclosure that such disclosure is applicable to the representations and warranties contained in such other Section), or as disclosed in the Company Filings publicly filed prior to the date of this Agreement (excluding all disclosures (other than statements of historical fact) in any “Risk Factors” or similar section, however captioned, and any disclosures included in any such Company Filings that are cautionary, predictive or forward looking in nature), the Company represents and warrants to Purchaser and AcquireCo, as of the date of this Agreement, as set forth in Schedule C, and acknowledges and agrees that Purchaser and AcquireCo are relying upon such representations and warranties in connection with the entering into of this Agreement and the completion of the Acquisition.

The representations and warranties of the Company contained in this Agreement shall not survive the completion of the Acquisition and shall expire and be terminated at the Effective Time.

Notwithstanding any other provision of this Agreement, except in the event of fraud, each of Purchaser and AcquireCo acknowledges and agrees that neither the Company nor any other Person on behalf of the Company, has made, or is making any representation or warranty whatsoever, express or implied (and, except in the event of fraud), neither Purchaser nor AcquireCo has relied on any representation, warranty or statement of any kind by the Company or any of its Affiliates or any of their respective agents or Representatives, including any representation, warranty or

Representations and Warranties of Purchaser and AcquireCo.

Except as disclosed in the Purchaser Filings publicly filed prior to the date of this Agreement (excluding all disclosures (other than statements of historical fact) in any “Risk Factors” or similar section, however captioned, and any disclosures included in any such Purchaser Filings that are cautionary, predictive or forward looking in nature), Purchaser and AcquireCo, as applicable, represent and warrant to the Company, as of the date of this Agreement, as set forth in Schedule D, and acknowledges and agrees that the Company is relying upon such representations and warranties in connection with the entering into of this Agreement and the completion of the Acquisition.

The representations and warranties of Purchaser contained in this Agreement shall not survive the completion of the Acquisition and shall expire and be terminated at the Effective Time.

Notwithstanding any other provision of this Agreement, except in the event of fraud, the Company acknowledges and agrees that none of Purchaser, AcquireCo, nor any other Person on behalf of Purchaser or AcquireCo, has made, or is making any representation or warranty whatsoever, express or implied (and, except in the event of fraud, the Company has not relied on any representation, warranty or statement of any kind by Purchaser, AcquireCo or any of their respective Affiliates or any of their respective agents or Representatives, including any representation, warranty or statement as to the accuracy or completeness of information), beyond those expressly given in this Section 3.2, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of Purchaser, AcquireCo or any of their respective Subsidiaries. Without limiting the generality of the foregoing, except in the event of fraud, it is understood that any information, documents or other materials (including any such

Conduct of Business by the Company Pending the Acquisition.

amend or otherwise change its Constitutional Documents;

except for transactions among the Company and its wholly owned Subsidiaries or among the Company’s wholly owned Subsidiaries, issue, sell, pledge, dispose, encumber or grant any shares of capital stock (or other equity interests) of the Company or any of its Subsidiaries, or any options, warrants, convertible securities or other rights of any kind to acquire any such shares of capital stock (or other equity interests) or rights settled in cash or other property based in whole or in part on the value of such shares of capital stock (or other equity interests); provided, however, that the Company may issue Ordinary Shares upon the exercise, settlement, conversion or exchange, as applicable, of any outstanding Company Convertible Security, in each case, issued prior to the date hereof;

(i) declare, authorize, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to the Company’s or any of its Subsidiaries’ capital stock (or other equity interests), other than dividends paid by any wholly owned Subsidiary of the Company to the Company or any other wholly owned Subsidiary of the Company; (ii) split, combine, reclassify or amend the terms of any shares of capital stock or other equity interests of the Company or any of its Subsidiaries; (iii) redeem, purchase or otherwise acquire any shares of the Company’s capital stock or other equity interests or securities; or (iv) amend, modify or supplement any Company Equity Documents or the terms of any Company Convertible Securities;

(i) increase the wages, salaries, bonuses, severance, change in control, retention, termination pay or other compensation or benefits to any Participant except for increases in compensation or benefits (other than change in control or retention compensation or benefits) made in the Ordinary Course payable to any non-executive employee of the Company and its Affiliates who receives, as of the date hereof, an annual base salary of $150,000 or less; (ii) enter into, adopt, terminate or amend (A) any collective bargaining agreement or other agreement with a labor union or other labor organization, (B) any severance or change-in-control arrangement or other Company Benefit Plan or (C) any plan, program, agreement, arrangement or policy that would be a Company Benefit Plan if in effect on the date hereof (except as otherwise permitted by sub-clause (iii) of this Section 4.1(y)(4)); (iii) enter into any employment agreement or offer letter other than (A) customary employment agreements and offer letters for new hires located outside of the United States (w) in the Ordinary Course, (x) as customary in the applicable jurisdiction, (y) as required by applicable Law or (z) that are terminable on less than ninety (90) days’ notice without penalty and without severance pay exceeding the amount required under applicable Law, (B) employment agreements and offer letters with new hires located in the United States who receive an annual base salary of $150,000 or less, to the extent necessary (I) to replace a departing employee and providing for compensation and benefits substantially similar to those provided to the departing employee or (II) to fill a newly created position that is required for legitimate business purposes and providing compensation and benefits consistent with those generally provided to similarly situated employees of the Company, and (C) extension of employment agreements with individuals located in or outside of the United States who receive an annual base salary of $150,000 or less, in the Ordinary Course (it being understood that such Ordinary Course extensions arise only to the extent the term of such employment agreement is subject to expiration or renewal on or after the date hereof and prior to the Effective Time) and without an increase in compensation or benefits exceeding 10% of the value of such compensation and benefits immediately preceding such increase; (iv) plan, announce, implement or effect any reduction in force or layoff with respect to any group of two (2) or more employees of the Company or any Subsidiary thereof; or (v) transfer or relocate (x) any individual employee with an annual base salary of $150,000 or more or (y) any

grant, confer or award, or accelerate the vesting or settlement of, options, convertible securities, restricted stock, restricted stock units or other rights to acquire any capital stock of the Company or any of its Subsidiaries or any equity-based award based in whole or in part on the capital stock of the Company or any of its Subsidiaries, whether settled in cash, securities or other property, or take any action not otherwise contemplated by this Agreement to cause to be exercisable any otherwise unexercisable Company Option;

acquire (including by merger, consolidation, or acquisition of stock or assets) any ownership interests in any corporation, partnership, limited liability company, other business organization or any division or material amount of assets thereof, or make any investment or capital contribution in or to any Person, except with respect to any acquisition of any ownership interests in any corporation, partnership, limited liability company, other business organization or any division or material amount of assets with a purchase price (assuming payment of all contingent consideration, deferred payments, retention payments and other similar payments) not exceeding $3,000,000 in the aggregate with all other such acquisitions (including, for the avoidance of doubt, any acquisitions pursuant to Company Material Contracts of the type described in Section (20)(a)(iii) of Schedule C); provided, however, that in no event shall the Company or any of its Subsidiaries acquire any such interest if (x) after giving pro forma effect to such acquisition, the Company’s consolidated net income (loss) would reasonably be expected to increase or decrease by more than $500,000 or (y) such acquisition or investment would require any Person to make, give or obtain any additional consent, registration, approval, finding of suitability, license, declaration, notice or filing under any Gaming Law or would reasonably be expected to jeopardize any regulatory consent, registration, approval, authorization, license, application or finding of suitability of Purchaser or the Company or any of their respective Subsidiaries;

sell, dispose of, transfer, lease, license, mortgage, pledge or encumber any material, individually or in the aggregate, assets of the Company and its Subsidiaries (excluding Company Owned IP or Licensed IP Rights, which are addressed in Section 4.1(y)(8) below), taken as a whole, other than in the Ordinary Course;

sell, dispose of, transfer, lease, mortgage, pledge or encumber any (i) Company Registered IP, (ii) other Company Owned IP or (iii) Licensed IP Rights;

license or grant any covenants not to sue with respect to any (i) Company Registered IP, (ii) other material Company Owned IP or (iii) material Licensed IP Rights, in each case other than (A) grants of non-exclusive licenses or covenants not to sue in the Ordinary Course (excluding grants, directly or indirectly, of material, individually or in the aggregate, licenses to or covenants not to sue competitors) and (B) exclusive licenses that may be terminated on ninety (90) days’ or less notice;

(i) include any Company Owned IP in any patent pool or subject any Company Owned IP to a license or covenant not to sue, or an obligation to grant a license or covenant not to sue as part of a patent pool, or (ii) include any Company Owned IP in any arrangement with a competitor of the Company or any of its Subsidiaries under which Company Owned IP may be licensed or made subject to a covenant not to sue to any third parties together with any Intellectual Property Rights owned by such competitor;

abandon, cancel, allow to lapse or fail to maintain any Company Registered IP; provided, however, that the Company and its Subsidiaries may allow Trademarks included in the Company Registered IP that the Company and its Subsidiaries are no longer using or intend to discontinue using to lapse by not filing statements of use or declarations of continued use, as applicable, by the applicable final deadline for such filing;

enter into any exclusive supply arrangement other than in the Ordinary Course; provided, however, that the Company and its Subsidiaries may enter into any exclusive supply arrangements with respect to content with a term not exceeding six (6) months;

incur any Indebtedness or guarantee any Indebtedness of any Person (other than guarantees of Indebtedness of the Company or any of its wholly owned Subsidiaries), except for Indebtedness incurred under existing working capital facilities in the Ordinary Course, in each case, so long as following such incurrence the Company’s consolidated net Indebtedness (measured as Indebtedness for borrowed money less unrestricted cash and cash equivalents (excluding any cash and cash equivalents obtained through such incurrence), it being understood that the outstanding face amount of any letters of credit issued after the date of this Agreement shall be counted as Indebtedness for borrowed money for purposes of this calculation) does not exceed $320,000,000 (based on currency exchange rates as of the date of this Agreement);

(i) make any loan or advance to any Person other than a wholly owned Subsidiary of the Company, (ii) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other Person (other than support arrangements for wholly owned Subsidiaries of the Company consistent with past practice), (iii) make or agree to make any capital expenditures except for (A) those contemplated by the capital expenditure budget for the relevant fiscal year, which capital expenditure budget has been made available to Purchaser prior to the date of this Agreement, or (B) any unbudgeted capital expenditures that do not exceed $350,000 in the aggregate or (iv) enter into any material new line of business outside of its existing business or engage in the conduct of business that would require the receipt of any additional Authorizations (including Gaming Approvals) of a Governmental Entity (including a Gaming Authority) in connection with the consummation of the Acquisition and the transactions contemplated hereby;

(i) materially modify, amend, cancel or terminate or waive, release or assign any material rights or claims with respect to, any Company Material Contract or enter into any Contract which, if entered into prior to the date hereof, would be a Company Material Contract, except in the Ordinary Course, in each case, other than Company Material Contracts of the type described in Section (20)(a)(xi) of Schedule C (for the avoidance of doubt, for which the Ordinary Course exception shall not apply), (ii) enter into any Contract that following consummation of the Acquisition could reasonably be expected to restrict or otherwise bind Purchaser or any of its Affiliates (other than the Company and its Subsidiaries) and that, in the case of this clause (ii), (x) contains “most favored nation”, “exclusivity” or similar provisions for the benefit of any third party, (y) contains discount, incentive or other similar arrangements that following consummation of the Acquisition would (or under certain circumstances could) obligate Purchaser or any of its Affiliates (other than the Company and its Subsidiaries) to provide its products or services to a third party at a cost below Purchaser’s or such Affiliate’s ordinary retail pricing for such product or service or (z) obligates or purports to obligate any existing or future non-controlled Affiliate of the Company (including any parent entity) to grant licenses to any Intellectual Property Rights or (iii) enter into any material Contract containing any “change of control”, “anti-assignment” or similar provisions that would be implicated by the transactions contemplated by this Agreement or containing termination or penalty provisions that would be triggered by the consummation of the transactions contemplated by this Agreement;

materially modify, amend, cancel or terminate any material Brand/IP License Agreement (other than with respect to licenses for commercially available software or hardware) or enter into any new Brand/IP License Agreement (A) with a term of more than seven (7) years, (B) providing for a guarantee or advance (or similar payment) of more than $500,000, with respect to an individual license agreement, or $2,000,000, with respect to all license agreements in the aggregate, (C) which contains restrictions on the ability of the Company or any of its Affiliates (including, from and after the Effective Time, Purchaser) to enter into or maintain any Contract of the type described in the definition of Brand/IP License Agreement or (D) with any counterparty set forth on Section 4.1(16) of the Company Disclosure Letter;

make any material change in accounting, except (i) as required by IFRS (or any interpretation or enforcement thereof), a Governmental Entity (including the International Accounting Standards Board or any similar organization), or (ii) as required by a change in applicable Law (or any interpretation or enforcement thereof);

waive, release, assign, settle or compromise any (X) governmental complaint or Proceeding (other than Proceedings related to Taxes, which are subject to Section 4.1(y)(20)) or (Y) claims, liabilities or obligations arising out of, related to or in connection with litigation (other than litigation concerning this Agreement) or other Proceedings, other than, in each case, settlements, waivers or releases of, or

enter into any lease or sublease of real property (whether as a lessor, sublessor, lessee or sublessee), or modify or amend in any material respect, or exercise any right to renew, any Company Lease or acquire any interest in real property, other than renewals of Company Leases in the Ordinary Course; provided that no such renewals shall be for a term of longer than one (1) year and no such renewal shall entail a material increase in rent;

except as required by applicable Law or the published interpretation or enforcement thereof, make or rescind any material Tax election, change any material Tax method, consent to any extension or waiver of the statute of limitations period in respect of Taxes, file any amended Tax Return that is material or settle or compromise any material federal, state, provincial, local or foreign income Tax liability, other than in the Ordinary Course;

fail to maintain insurance consistent in all material respects with past practice for the business of the Company and its Subsidiaries, taken as a whole;

adopt or enter into a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization of the Company; or

enter into any written agreement to do any of the foregoing.

Company Covenants Regarding the Acquisition.

The Company shall use 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 under Law to consummate the Acquisition as soon as practicable, including:

using reasonable best efforts to obtain and maintain all third-party Authorizations that are (A) required by any Governmental Entity to consummate the Acquisition or (B) required in order to maintain the Company Material Contracts in full force and effect following completion of the Acquisition, in each case, on terms that are reasonably satisfactory to Purchaser;

subject to Section 4.4(4) and Section 4.14, using reasonable best efforts to, with the prior approval of Purchaser, oppose, lift or rescind any Order, decree or ruling seeking to restrain, enjoin or otherwise prohibit or restrict or adversely affect the consummation of the Acquisition and defend, or cause to be defended, any Proceedings, to which it is a party, challenging the Acquisition or this Agreement; and

carrying out in accordance with and subject to the terms of this Agreement, the Order to Call Court Meeting and the Scheme Order applicable to it and complying promptly with all requirements imposed by Law on it with respect to this Agreement or the Acquisition.

The Company shall promptly notify Purchaser of:

any Material Adverse Effect or any change, event, occurrence, effect, state of facts or circumstance that, either individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect;

any material notice or other communication from any Person alleging that the consent (or other Authorization) of such Person is required in connection with this Agreement or the Scheme;

any material notice or communication from any Governmental Entity in connection with this Agreement or the Scheme (and the Company shall contemporaneously provide a copy of any such written notice or communication to Purchaser); or

any Proceedings commenced or, to its knowledge, threatened against, relating to or involving or otherwise affecting the Company or its Subsidiaries that relate to this Agreement or the Scheme.

Purchaser and AcquireCo Covenants Regarding the Acquisition.

Subject to Section 4.4, each of Purchaser and AcquireCo shall use 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 under Law to consummate the Acquisition as soon as practicable, including:

provide such assistance as may be reasonably requested by the Company for the purposes of completing the Meetings;

subject to the terms and conditions of this Agreement and of the Scheme of Arrangement and applicable Laws, pay or cause to be paid the aggregate Consideration to be paid pursuant to the Scheme; and

promptly notify the Company of:  (i) any material notice or other communication from any Person alleging that the consent (or other Authorization) of such Person is required in connection with this Agreement or the Scheme; (ii) any material notice or communication from any Governmental Entity in connection with this Agreement or the Scheme (and Purchaser shall contemporaneously provide a copy of any such written notice or communication to the Company); and (iii) any Proceedings commenced or, to its knowledge, threatened against, relating to or involving or otherwise affecting Purchaser or its Subsidiaries that relate to this Agreement or the Scheme.

Regulatory Approvals and Gaming Approvals.

Each of the Parties agree to use its reasonable best efforts to (i) cause the conditions to the Acquisition set forth in Article 6 to be satisfied as promptly as practicable and (ii) obtain all necessary Regulatory Approvals and Gaming Approvals necessary in connection with the consummation of the transactions contemplated by this Agreement, including the Acquisition, and make all necessary registrations, declarations and filings with, and notices to, any Governmental Entities (including pursuant to any applicable Antitrust Law necessary to start any applicable waiting period and including under Gaming Laws) and take all reasonable steps as may be necessary to obtain an approval from, any Governmental Entity necessary in connection with the consummation of the transactions contemplated by this Agreement, including the Acquisition. In no event shall the Company (A) be required to agree to take or enter into any action which is not conditioned upon the consummation of the Acquisition or (B) agree to any obligation or concession or other action relating to the Regulatory Approvals or the Gaming Approvals without the prior written consent of Purchaser.

Each of the Company, Purchaser and AcquireCo agrees to (i) file all notifications required under any Antitrust Law or any Gaming Law with respect to this Agreement and the transactions contemplated hereby, including the Acquisition (including all required initial applications and documents in respect of officers and directors and Affiliates in connection with obtaining the Gaming Approvals (and where appropriate indications of further information to come by supplementary filing)) as soon as reasonably practicable (and, in any event, within ten (10) Business Days following the date hereof, other than with respect to Gaming Approvals, which shall be within thirty (30) days following the date hereof), (ii) supply, as promptly as reasonably practicable, any additional information and documentary material in its possession that may be requested pursuant to any Antitrust Law or any Gaming Law, and (iii) use reasonable best efforts to take or cause to be taken all actions necessary, proper or advisable consistent with, and subject to, the other provisions of this Section 4.4 to (A) cause the expiration or termination of the applicable waiting periods under any applicable Antitrust Law as promptly as reasonably practicable, including, if possible under applicable Law, by requesting early termination thereof,

In furtherance and not in limitation of the covenants of the Parties contained in Section 4.4(1) and Section 4.4(2), if any objections are asserted with respect to the transactions contemplated hereby under any Antitrust Law or Gaming Law or if any Proceeding, whether judicial or administrative, is instituted (or threatened in writing to be instituted) by any Governmental Entity or any other private party challenging any of the transactions contemplated hereby as violative of any Antitrust Law or Gaming Law or which would otherwise prevent or materially impede, interfere with, hinder or delay the consummation of the Acquisition and the other transactions contemplated by this Agreement, each of Purchaser and the Company

Notwithstanding the foregoing or any other provision of this Agreement to the contrary, in no event shall Purchaser or any of its Subsidiaries be obligated to, and the Parties’ “reasonable best efforts” in this Section 4.4 or elsewhere in this Agreement shall not be construed to, require Purchaser or any of its Subsidiaries to, (i) agree to, or proffer to, divest or hold separate, or enter into any licensing or similar arrangement with respect to, any business or assets (whether tangible or intangible) of Purchaser, the Company or any of their respective Subsidiaries or (ii) agree to any regulatory undertakings or remedies, other than, in the case of clauses (i) or (ii), divestitures, licensing arrangements, undertakings or remedies that, if applied to the Company and its Subsidiaries, would not have and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect (without giving effect to any of the exclusions set forth in clauses (a) through (l) in the definition of such term).

Access to Information; Confidentiality.

From the date hereof until the earlier of the Effective Time and the termination of this Agreement, subject to compliance with applicable Laws upon reasonable notice, the Company shall and shall cause its Representatives to afford to Purchaser and to Representatives of Purchaser, such access as Purchaser may reasonably require at all reasonable times during normal business hours, including for the purpose of facilitating integration business planning, to the Company’s and its Subsidiaries’ officers, employees, agents, properties, books, records and Contracts, and shall furnish Purchaser with all data and information as Purchaser may reasonably request. Notwithstanding the foregoing, the Company shall not be required to provide access to, or cause its Subsidiaries to provide access to, or disclose any information or documents to the extent that (i) any applicable Law requires the Company to restrict or otherwise prohibit access to such documents or information or (ii) access to such documents or information would, in the reasonable judgment of the Company, give rise to a risk of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or

Any investigation conducted pursuant to the access contemplated by this Section 4.5 shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company or its Subsidiaries or create a risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries. Any access to the properties of the Company or any of its Subsidiaries shall be subject to the Company’s reasonable security measures and insurance requirements and shall not include the right to perform invasive testing of any environmental media without the Company’s prior written consent, in its sole discretion.

Investigations made by or on behalf of Purchaser, whether under this Section 4.5 or otherwise, will not waive, diminish the scope of, or otherwise affect any representation or warranty made by the Company in this Agreement.

Each of the Parties acknowledges that the Confidentiality Agreement continues to apply and that any information provided under this Section 4.5 shall be subject to the terms of the Confidentiality Agreement. If this Agreement is terminated in accordance with its terms, the obligations under the Confidentiality Agreement shall survive the termination of this Agreement.

Notice Provisions.

Each Party shall promptly notify the other Party of the occurrence, or failure to occur, of any event or state of facts which occurrence or failure would, or would reasonably be expected to:

cause any of the representations or warranties of such Party contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date of this Agreement to the Effective Time; or

result in the failure, in any material respect, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by such Party under this Agreement.

Notification provided under this Section 4.6 will not affect or modify the representations, warranties, covenants, agreements or obligations of the Parties (or remedies with respect thereto) or the conditions to the obligations of the Parties

Insurance and Indemnification.

Prior to the Effective Date, the Company shall purchase customary “tail” or “run-off” policies of directors’ and officers’ liability insurance providing protection no less favorable in the aggregate to the protection provided by the policies maintained by the Company which are in effect immediately prior to the Effective Date and providing protection in respect of claims arising from facts or events which occurred on or prior to the Effective Date for each person covered by the Company’s directors’ and officers’ liability insurance as in effect as of the date hereof, and Purchaser shall or shall cause the Company to maintain such tail policies in effect without any reduction in scope or coverage for six (6) years from the Effective Date; provided that Purchaser shall not be responsible for paying any premiums in respect of such coverage prior to the Effective Time.

Purchaser shall and shall cause the Company (and any successors) to honor all rights to indemnification, expense advancement and exculpation now existing in favor of present and former directors and officers of the Company or any of its Subsidiaries and that come to exist in favor of any person who becomes a director or officer of the Company or any of its Subsidiaries prior to the Effective Time (collectively, the “Indemnified Persons”), and Purchaser shall cause the Company to ensure that the Constitutional Documents of the Company and its Subsidiaries (or any successor thereto) contain substantially the same provisions with respect to indemnification, expense advancement and exculpation set forth in the Constitutional Documents of the Company and its Subsidiaries in effect immediately prior to the Effective Date, which provisions shall not, except to the extent required by Law, be amended, repealed or otherwise modified for a period of six (6) years from the Effective Date in any manner that would adversely affect the rights thereunder of individuals who at any time on or before the Effective Date, were directors or officers of the Company.

Without limiting the generality of the provisions of 4.7(2), during the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, the Company and its Subsidiaries as of the Effective Time shall (and Purchaser shall cause the Company and its Subsidiaries as of the Effective Time to), to the extent permitted by applicable Law, indemnify and hold harmless each Indemnified Person from and against any costs, fees and expenses (including reasonable attorneys’ fees and investigation expenses), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any claim, proceeding, investigation or inquiry, whether civil, criminal, administrative or investigative, to the extent such claim, proceeding, investigation or inquiry arises directly or indirectly out of or pertains directly or indirectly to (i) any action or

The provisions of this Section 4.7 are intended for the benefit of, and shall be enforceable by each insured or indemnified person, his or her heirs, executors, administrators and other legal representatives. Purchaser acknowledges to such insured or indemnified persons their direct rights against it under this Section 4.7, which is intended for the benefit of, and shall be enforceable by, each such person, his or her heirs, executors, administrators and other legal representatives, and the Company agrees to enforce such provisions on their behalf.

If Purchaser, the Company or any of its Subsidiaries or any of their respective successors or assigns (i) consolidates with or merges into any other person and is not the continuing or surviving corporation or entity of such consolidation or merger, or (ii) transfers all of substantially all of its properties and assets to any Person, the Company and Purchaser shall ensure that any such successors or assigns (including, as applicable, any acquirer of substantially all of the properties and assets of the

Purchaser will, and will cause the Company to, honor and abide by and perform the terms of all indemnification agreements of the Company and its Subsidiaries with their respective directors, officers and employees in effect on the Effective Date.

The provisions of this Section 4.7 shall survive completion of the Acquisition and continue in full force and effect for a period not less than six (6) years following the Effective Date.

Financing.

Purchaser shall, and shall cause FinanceCo to, use its respective 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 arrange and obtain the proceeds of the Debt Financing on the terms and conditions, taken as a whole (including the flex provisions), described in the Debt Commitment Letters, including executing and delivering all such documents and instruments as may be reasonably required thereunder, and using its respective reasonable best efforts to:

comply with and maintain in effect the Debt Commitment Letters, negotiate and enter into Financing Agreements with respect thereto (and maintain in effect and comply with the terms thereof) on the terms and conditions contained in the Debt Commitment Letters (as such terms may be modified or adjusted in accordance with the terms of any “flex” provisions set forth in the Debt Commitment Letters (including as specified in any Fee Letter)) or on other terms no less favorable, taken as a whole, to Purchaser and FinanceCo than those contained in the Debt Commitment Letters; provided, however, that, without limiting the foregoing, in no event shall any of the Financing Agreements, except in accordance with the terms of the Debt Commitment Letters:  (i) reduce the aggregate amount of the Debt Financing provided for in the Debt Commitment Letter in a manner that would adversely impact in any material respect the ability of Purchaser and AcquireCo to consummate the Acquisition; (ii) expand, amend or modify the conditions to the receipt or funding of the Debt Financing beyond those expressly set forth in the Debt Commitment Letters in a manner that would adversely impact in any material respect the ability of Purchaser and FinanceCo to obtain the Debt Financing or impose any new or additional conditions to the receipt or funding of the Debt Financing in a manner that would adversely impact in any material respect the ability of Purchaser and FinanceCo to obtain the Debt Financing; (iii) contain terms (other than those terms expressly set forth in the Debt Commitment Letters) that would reasonably be expected to (A) prevent or delay in any material respect the consummation of the transactions contemplated hereby or the date on which the Debt Financing would be obtained or (B) make the funding of the Debt Financing less likely

to occur; or (iv) adversely impact the ability of Purchaser or FinanceCo to enforce its rights against the Financing Sources; provided that, notwithstanding any of the foregoing, in each case, Purchaser and FinanceCo may modify, supplement or amend the Debt Commitment Letters to add lenders, lead arrangers, bookrunners, syndication agents or similar entities that have not executed the Debt Commitment Letters as of the date hereof.

such event (and in any event no later than the Effective Date), and to negotiate and enter into definitive agreements with respect to, alternative financing from the same or alternative sources (the “Alternative Financing”), on terms not less favorable, in any material respect, with respect to conditionality, when taken as a whole, than those contained in the Debt Commitment Letters to Purchaser or FinanceCo, in an amount (when combined with any available portion of the Debt Financing) sufficient to consummate the transactions contemplated by this Agreement, and to obtain a new financing commitment letter (including any associated engagement letter and related Fee Letter) with respect to such Alternative Financing (collectively, the “New Debt Commitment Letters”), copies of which shall be promptly provided to the Company (with customary redactions with respect to the related Fee Letter).  In the event any Alternative Financing is obtained and any New Debt Commitment Letter is entered into in accordance with this Section 4.8(3), (i) any reference in this Agreement to “Debt Financing” shall mean the debt financing contemplated by the New Debt Commitment Letters as modified pursuant to clause (ii) below, and (ii) any reference in this Agreement to the “Debt Commitment Letters” (or defined terms that use such phrase) shall be deemed to include the New Debt Commitment Letters (and, for the avoidance of doubt, any related Fee Letter) to the extent not superseded by a New Debt Commitment Letter (or, for the avoidance of doubt, any related new Fee Letter), as the case may be, at the time in question and any New Debt Commitment Letter (and, for the avoidance of doubt, any related new Fee Letter) to the extent then in effect. Notwithstanding the foregoing, Purchaser and FinanceCo shall not be obligated to comply with this Section 4.8(3) to the extent that, prior to the Closing, Purchaser or one of its Subsidiaries consummates a financing transaction in an aggregate principal amount equal to or greater than the aggregate principal amount of the Debt Financing and the proceeds of such financing are used to pay the cash consideration for the Acquisition (the “Debt Securities Offering”).

materials for rating agency presentations, offering documents, private placement memoranda, bank information memoranda, prospectuses and similar documents customarily required in connection with debt financings; (d) executing and delivering customary definitive financing documents to be effective no earlier than, and conditioned on the occurrence of, the Effective Time; (e) furnishing Purchaser and FinanceCo with documents or other information required by bank regulatory authorities with respect to the Debt Financing, any Debt Securities Offering or any Alternative Financing under applicable “know your customer” and anti-money laundering rules and regulations, including the U.S.A. Patriot Act of 2011 of the United States, as well as applicable regulations of the Office of Foreign Assets Control (OFAC) of the United States, the Foreign Corrupt Practices Act of 1977 of the Unites States and the Investment Company Act of 1940 of the United States, in each case, at least five (5) Business Days prior to the Closing (to the extent requested by the Purchaser in writing at least 10 days prior to the Closing Date); (f) using reasonable best efforts to assist Purchaser and FinanceCo in obtaining accountants’ comfort letters, if any, including customary negative assurance from one or more of the Company’s independent accountants’ on customary terms and consistent with the accountants customary practice and cooperate with Purchaser’s and FinanceCo’s legal counsel in connection with any legal opinions that such legal counsel may be required to give in connection with the Debt Financing, any Debt Securities Offering or any Alternative Financing; (g) without limiting the obligations of the Company pursuant to Section 4.10 below, agreeing to enter into such agreements, including customary payoff letters and perfection certificates, and using its reasonable best efforts to (i) deliver such officer’s certificates and lien releases, if any, as are customary in financings of such type and (ii) otherwise grant, and provide customary materials that facilitate the perfection or enforcement of, liens on the assets of the Company or any of its Subsidiaries pursuant to such agreements as may be reasonably requested, including using such reasonable best efforts to provide original copies of all certificated securities (with transfer powers executed in blank), control agreement, surveys, title insurance and mortgages (provided that no obligation of the Company or any of its Subsidiaries under any such agreement, pledge or grant shall be effective until the Effective Time); (h) cooperating with the marketing efforts of Purchaser, FinanceCo and the Financing Sources for all or any portion of the Debt Financing, any Debt Securities Offering or any Alternative Financing; (i) providing requested authorization letters to the Financing Sources (including with respect to absence of material non-public information about the Company and its Subsidiaries and their securities in the public-side version of documents distributed to prospective lenders); (j) cooperating with the Financing Sources’ customary securities underwriting and secured lending due diligence investigation, to the extent customary and reasonable; and (k) using reasonable best efforts to procure prior to or concurrent with the launch of syndication, at Purchaser’s expense, ratings (but not specific ratings) for the Debt Financing, any Debt Securities Offering or any Alternative Financing from each of S&P Global Ratings Inc. (“S&P”) and Moody’s Investor Services, Inc. (“Moody’s”), and a public corporate credit rating and a public corporate family rating (but not specific ratings

in either case) in respect of Purchaser after giving effect to the Debt Financing, any Debt Securities Offering or any Alternative Financing from each of S&P and Moody’s, respectively. Notwithstanding anything to the contrary contained in this Agreement, neither the Company nor any of its Subsidiaries shall be required to (i) pay any commitment or other similar fee; (ii) incur any liability of any kind (or cause their respective Representatives to incur any liability of any kind) prior to the Effective Time; (iii) other than with respect to authorization letters referred to above, enter into any binding agreement or commitment in connection with the Debt Financing, any Debt Securities Offering or any Alternative Financing that is not conditioned on the occurrence of the Effective Time and does not terminate without liability to the Company or any of its Subsidiaries upon termination of this Agreement; (iv) pledge any assets as collateral effective prior to the Effective Time; or (v) take any action that would (A) unreasonably interfere with the ongoing operations of the Company and its Subsidiaries; (B) cause any representation or warranty in this Agreement to be breached; (C) cause any director, officer or employee of the Company or any of its Subsidiaries to incur any personal liability; (D) conflict with the Constitutional Documents of the Company or any of its Subsidiaries or any Laws; (E) require the Company to provide access to or disclose information that the Company determines would jeopardize any attorney-client privilege of the Company or any of its Subsidiaries; or (F) require the Company to prepare separate financial statements for any Subsidiary of the Company or change any fiscal period.

cause its Affiliates to) honor and perform in accordance with their terms all severance, retention bonus and cash incentive compensation arrangements in effect as of immediately prior to the Effective Time with respect to a Company Employee and set forth on Section 4.11(1) of the Company Disclosure Letter, subject to any amendment or termination thereof that may be permitted by such arrangements, as permitted by this Agreement (including the Company Disclosure Letter) or as may be agreed in writing by Purchaser (which consent shall not be unreasonably withheld, delayed or conditioned); provided that nothing herein shall prevent the amendment or termination of any specific plan, program policy, agreement or arrangement, or interfere with Purchaser’s or any of its Affiliates’ rights or obligations to make such changes as are necessary to comply with applicable Law.

compensation committee thereof, as applicable, shall cause the NYX (USA) 401(k) Plan (the “Company 401(k) Plan”) to be terminated effective no later than the day immediately prior to the Effective Date, subject to the occurrence of the Closing (and with all participant and employer contributions attributable to payroll periods prior to the termination made as of such time), and the Company shall provide Purchaser a reasonable opportunity to review and comment on any resolutions or other relevant documentation not later than three (3) Business Days preceding the Effective Date. Effective as of the Effective Time, Purchaser shall, and shall cause its Affiliates to, have in effect a defined contribution plan that includes a qualified cash or deferred arrangement within the meaning of Section 401(k) of the Code (“Purchaser’s 401(k) Plan”), and the Company Employees who participate in the Company 401(k) Plan shall be eligible to participate in the Purchaser’s 401(k) Plan as  of the Effective Time (provided that eligibility requirements are satisfied after giving effect to service credit recognition under Section 4.11(2)). If the Purchaser requests that the Company 401(k) Plan be terminated pursuant to this Section 4.11(3), then Purchaser shall permit each Company Employee participating in the Company 401(k) Plan to effect, and Purchaser agrees to cause Purchaser’s 401(k) Plan to accept, in accordance with applicable Law, a “direct rollover” (within the meaning of Section 401(a)(31) of the Code) of his or her account balances (including earnings thereon through the date of transfer and promissory notes evidencing all outstanding loans) under the Company 401(k) Plan if such rollover to Purchaser’s 401(k) Plan is elected in accordance with applicable Law by such Company Employee, subject to (i) the Company’s reasonable satisfaction that the Purchaser’s 401(k) Plan, as applicable, is in compliance with all applicable Laws and that such plan continues to satisfy the requirements for a qualified plan under Section 401(a) of the Code and that the trust that forms a part of such plan is exempt from tax under Section 501(a) of the Code and (ii) Purchaser’s reasonable satisfaction that the Company 401(k) Plan, as applicable, is in compliance with all applicable Laws and that such plan continues to satisfy the requirements for a qualified plan under Section 401(a) of the Code and that the trust that forms a part of such plan is exempt from tax under Section 501(a) of the Code.

whether express or implied, shall be treated as an amendment or other modification of any Company Benefit Plan, and nothing herein restricts or precludes the right of Purchaser or its Affiliates to terminate the employment of any Company Employee at or following the Effective Time.

any Person (other than Purchaser) with respect to any inquiry, proposal or offer that constitutes, or could reasonably be expected to constitute or lead to, an Acquisition Proposal, and in connection with such termination shall:

further provide Purchaser with copies of all written documents, correspondence or other material received in respect of, from or on behalf of any such Person (redacted for the identity of all Persons making the Acquisition Proposal); and

Section 8.2, (i) the Company may enter into a definitive agreement with respect to such Superior Proposal or (ii) the Company Board may effect a Company Change in Recommendation if an Intervening Event occurs and the Company Board determines in good faith, after consultation with outside legal counsel and financial advisors, that, as a result of such Intervening Event, failure to take such action would be inconsistent with the directors’ fiduciary duties under applicable Law, if and only if:

advisers, that such Acquisition Proposal continues to constitute a Superior Proposal compared to the terms of the Scheme as proposed to be amended by Purchaser under Section 5.4(2) or that failure to effect a Company Change in Recommendation continues to be inconsistent with the directors’ fiduciary duties under applicable Law, as applicable; and

that a proposed amendment to the terms of this Agreement as contemplated under Section 5.4(2) would result in an Acquisition Proposal that has been publicly announced by the Company or such Persons making the Acquisition Proposal no longer being a Superior Proposal.

(i) in Section (13)(a) (Absence of Certain Changes or Events) of Schedule C shall be true and correct in all respects as of the date of this Agreement;

(ii) in (5) (Board Approval and Shareholder Approval), (10) (U.S. Securities Law Matters; U.K. Takeover Matters), (28) (Shareholders’ and Similar Agreements), (29) (No “Collateral Benefit”) and (30) (Investment Canada Act) of Schedule C shall be true and correct as of the date of this Agreement and as of the Effective Time with

the same effect as though made as of the Effective Time (in each case except for representations and warranties made as of a specified date, the accuracy of which shall be determined as of such specified date), subject only to de minimis inaccuracies;

Purchaser is not then in breach of this Agreement so as to cause any condition in Section 6.3(1) or Section 6.3(2) not to be satisfied; or

the Company Board makes a recommendation to the Company Shareholders in favor of a take-over offer, scheme of arrangement, legal merger, amalgamation or any similar transaction (or the adoption of resolutions for the purposes of implementing any such transaction) in respect of an Acquisition Proposal; provided that for the purposes of the foregoing, the term “Acquisition Proposal” has the meaning specified in Section 1.1, except that references to “25% or more” in the definition of “Acquisition Proposal” in Section 1.1 shall be deemed to be references to “50% or more”.

expectation of the consummation of the transactions contemplated hereby; and (iii) without these agreements, Purchaser and AcquireCo would not enter into this Agreement. If the Company fails to pay the Company Termination Fee pursuant to this Section 8.2 when due, and, in order to obtain such payment, Purchaser commences a suit that results in a judgment against the Company for the Company Termination Fee, the Company shall pay to Purchaser interest on the amount of the Company Termination Fee from the date such payment was required to be made until the date of payment at the prime rate of Bank of America, N.A. in effect on the date such payment was required to be made.

or arising out of such Intentional Breach (as reduced by any Company Termination Fee previously paid by the Company).

State of Delaware and any federal court sitting in the State of Delaware in the event any dispute arises out of this Agreement or the transactions contemplated by this Agreement, (iii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (iv) except as provided in Section 8.11(3), agrees that it will not bring any action relating to this Agreement or the transactions contemplated by this Agreement in any court other than the Delaware Court of Chancery (or, if (but only if) the Delaware Court of Chancery shall be unavailable, any other court in the State of Delaware or any federal court sitting in the State of Delaware).  Each of Purchaser, AcquireCo and the Company agrees that a final judgment in any action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law.

appropriate entries shall be made in the register of members of the Company on the Effective Date to reflect the transfer pursuant to clause 1.

Fractional cash entitlements will be rounded down to the nearest cent.

entitled will be effected in Dollars by cheque drawn on a branch of a Canadian clearing bank.

AcquireCo reserves the right to pay all or any part of the cash consideration referred to above to all or any Scheme Shareholders in uncertificated form at the Scheme Record Time in the manner referred to in sub-clause (B) above if, for any reason, it wishes to do so.

Unless this Scheme has become effective on or before [l] p.m. (London time) on [l]², or such later date, if any, the Company, Purchaser and AcquireCo may agree, this Scheme shall never become effective.

for the purposes thereof) and the original or any subsequent holder or holders of such Ordinary Shares shall be bound by the Scheme accordingly.

issued, except for Ordinary Shares issued pursuant to the exercise, settlement, conversion or exchange, as applicable, of Company Convertible Securities outstanding on the Capitalization Date (as listed in this Section(2)(a) of this Schedule C) in accordance with their terms.

Shares held by the ESAP Trust and the issuance of Ordinary Shares pursuant to the settlement of such previously granted restricted stock units), have been duly authorized by the Company Board or an applicable committee thereof in compliance with Law and the terms of the plans and have been recorded on the Company’s financial statements in accordance with IFRS and the grants of awards and issuances of Ordinary Shares under such plans have been made in accordance with applicable Law.  Each Company Option has a grant date identical to the date it was actually approved by the Company Board or an applicable committee thereof (or such later date that the Company Board or an applicable committee thereof approved to be the effective grant date), and the per share exercise price of such Company Option was no less than the fair market value of an Ordinary Share on such grant date.

convertible or exchangeable securities, preemptive, redemption, repurchase, stock appreciation or other rights, or any other agreements, arrangements, instruments or commitments of any kind that obligate any of the Company’s Subsidiaries to, directly or indirectly, issue, deliver or sell, or cause to be issued, delivered or sold, any securities of any of the Company’s Subsidiaries or give any Person a right to subscribe for or acquire any securities of any of the Company’s Subsidiaries.  Except for the Exchangeable Preferred Shares and the Convertible Preference Shares listed in Sections (2)(b) and (2)(c) of this Schedule C, all of the securities of the Company’s Subsidiaries are legally and beneficially owned by the Company or one or more wholly owned Subsidiaries of the Company, free and clear of all Liens. All the outstanding shares of capital stock of or other equity interests in each Subsidiary of the Company have been validly issued and are fully paid and nonassessable and not subject to preemptive rights.

made, petition presented or resolution passed for the appointment of a liquidator, administrator or officer in desastre Proceedings) concerning the Company or any of its Subsidiaries and no events have occurred which would justify such Proceedings.  No steps have been taken to enforce any security over any assets of the Company or any of its Subsidiaries and no event has occurred to give the right to enforce such security.

and carry on their respective businesses as now being conducted (the “Company Permits”).  Section (C)(7) of the Company Disclosure Letter sets forth a true, correct and complete list, as of the date hereof, of all such material Company Permits.  True, correct and complete copies of all such material Company Permits have been made available to Purchaser and all such material Company Permits are in full force and effect and none of the Company or its Subsidiaries is in default or violation of any such material Company Permit.  Neither the Company nor any of its Subsidiaries has received any written notice since January 1, 2015 from any Governmental Entity threatening to suspend, revoke, withdraw, modify in any material and adverse respect or limit any material Company Permit. To the knowledge of the Company there are no circumstances or conditions providing grounds for any suspension, revocation or withdrawal of any material Company Permit.

Company is in compliance with all rules and policies of the TSXV in all material respects.

Company nor any of its Subsidiaries has any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, whether due or to become due.

assets to fund any benefits under any Company Benefit Plan.  No amount that could be received (whether in cash or property or the vesting of property), as a result of the consummation of the transactions contemplated by this Agreement by any Participant under any Company Benefit Plan or otherwise would not be deductible by reason of Section 280G of the Code or would be subject to an excise Tax under Section 4999 of the Code. No Person is entitled to receive any additional payment (including any Tax gross-up or other payment) from the Company or any of its Subsidiaries as a result of the imposition of the excise Taxes required by Section 4999 of the Code or any Taxes required by Section 409A of the Code.

purport to own; and such assignments validly assign to the Company all rights, title and interest in and to any such contributions that the Company does not already own by operation of Law. Neither the Company nor any of its Subsidiaries has developed jointly with any other party any material Intellectual Property Rights with respect to which such other party has any ownership rights.

taken commercially reasonable precautions to protect their respective products and services and IT Assets from Malicious Code and have in place commercially reasonable disaster recovery plans and procedures for such IT Assets.  To the knowledge of the Company, there have been no breaches of security that resulted in a disclosure of any material Trade Secrets of the Company or its Subsidiaries.  The Company and its Subsidiaries are in compliance in all material respects with all applicable Laws regarding the security of the products and services and the IT Assets of the Company and its Subsidiaries.

Effective Date, except for such amounts received in the Ordinary Course; or (vi) the dual consolidated loss provisions of Section 1503(d) of the Code;

derivative financial instrument or contract, based on any commodity, security, instrument, asset, rate or index of any kind or nature whatsoever, whether tangible or intangible, including commodities, emissions allowances, renewable energy credits, currencies, interest rates, foreign currency and other indices, in each case, that is material to the business of the Company and its Subsidiaries, taken as a whole;

council, labor union or other similar labor organization.  Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, neither the Company nor any of its Subsidiaries is the subject of any proceeding before the National Labor Relations Board or any similar labor regulatory body or tribunal outside the United States asserting that the Company or any of its Subsidiaries have committed an unfair labor practice or seeking to compel the Company or any of its Subsidiaries to bargain with, or become certified to bargain with, any labor union, nor is there pending or, to the knowledge of the Company, threatened in writing, nor has there been since January 1, 2015, any labor strike, walkout, work stoppage or lockout involving the Company or any of its Subsidiaries.  As a result of the transactions contemplated by this Agreement, the Company and its Subsidiaries (A) are not required to provide notification to or engage in consultation with, or (B) will provide any required notification to or engage in consultation with, any labor union, works council or other similar labor union.

independent contractor intends to terminate his or her employment or services or (ii) is in any material respect in violation of any term of any employment contract, consulting agreement, non-disclosure agreement or noncompetition agreement.

or is violating any provision of the Corruption of Foreign Public Officials Act (Canada), the Foreign Corrupt Practices Act of 1977 of the United States or any applicable Law of similar effect, (c) established or maintained, or is maintaining, any unlawful fund of corporate monies or other properties, or (d) made any bribe, unlawful rebate, payoff, influence payment, kickback or other unlawful payment of any nature.

of Purchaser or AcquireCo is bound or affected or (iii) result in any breach of, or constitute a default (condition or event which, with notice or lapse of time or both, would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien upon any of the properties or assets of Purchaser or AcquireCo pursuant to, any Contract (other than a Company Benefit Plan) to which Purchaser or AcquireCo is a party or by which any property or asset of Purchaser or AcquireCo is bound or affected, other than, in the case of sub-clauses (ii) and (iii), as has not had and would not reasonably be expected to have, individually or in the aggregate, a Purchaser Material Adverse Effect.

among other things, the purpose of refinancing the Company’s existing Indebtedness (to the extent necessary), funding the transactions contemplated by this Agreement and the payment of related consideration, fees, costs and expenses (the “Debt Financing”); provided, however, that solely in the case of the Fee Letter, accurate and complete copies have been delivered to the Company with only the portions thereof addressing fees payable to the Financing Sources, pricing caps, securities demand, economic flex terms and other economic terms redacted.

Commitment Letters inaccurate in any material respect or (C) otherwise result in any portion of the Debt Financing not being available.  As of the date of this Agreement, neither Purchaser nor FinanceCo has received any notice or other communication from any party to any of the Debt Commitment Letters or Financing Agreements with respect to (i) any actual or potential breach or default on the part of Purchaser, FinanceCo or any other party to any of the Debt Commitment Letters or Financing Agreements; or (ii) any intention of such party to terminate any of the Debt Commitment Letters or Financing Agreements or to not provide all or any portion of the Debt Financing.  Purchaser and FinanceCo (both before and after giving effect to any “market flex” provisions contained in the Debt Commitment Letters and Financing Agreements):  (x) have no reason to believe that, assuming the satisfaction of the conditions set forth in Section 6.2, they will not be able to satisfy on a timely basis each term and condition relating to the closing or funding of the Debt Financing; and (y) know of no fact, occurrence, circumstance or condition that, assuming the satisfaction of the conditions set forth in Section 6.2, would reasonably be expected to (1) cause any of the Debt Commitment Letters or Financing Agreements to terminate, to be withdrawn, modified, repudiated or rescinded or to be or become ineffective, except in accordance with its terms or (2) otherwise cause the full amount (or any portion) of the funds contemplated to be available under the Debt Commitment Letters to not be available to Purchaser and FinanceCo on a timely basis (and in any event as of the Closing, except in accordance with the terms of the Debt Commitment Letters).  Purchaser or FinanceCo have fully paid any and all commitment fees or other fees or deposits required by the Debt Commitment Letters to be paid on or before the date of this Agreement.