Exhibit 2.1

Weil, Gotshal & Manges (London) LLP 110 Fetter Lane London EC4A 1AY +44 20 7903 1000 main tel +44 20 7903 0990 main fax weil.com

as Buyer

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TABLE OF CONTENTS

 

1	SALE AND PURCHASE	1
2	CONSIDERATION AND LEAKAGE	1
3	CONDITIONS AND TERMINATION	2
4	PRE-COMPLETION UNDERTAKINGS	5
5	COMPLETION	8
6	POST-COMPLETION UNDERTAKINGS	10
7	WARRANTIES	13
8	LIMITATIONS ON LIABILITY	15
9	CONFIDENTIALITY AND ANNOUNCEMENTS	17
10	ASSIGNMENT	17
11	ENTIRE AGREEMENT	18
12	NO RECOURSE AGAINST SELLER RELATED PERSONS	18
13	GENERAL	19
SCHEDULE 1  THE SELLER		25
SCHEDULE 2  DETAILS OF THE COMPANY AND THE SUBSIDIARIES
SCHEDULE 3  RESTRICTED MATTERS		26
SCHEDULE 4  PERMITTED LEAKAGE		29
SCHEDULE 5  DEFINITIONS AND INTERPRETATION		30
SCHEDULE 6  EMPLOYEE NON-SOLICIT
SCHEDULE 7  INDEMNIFIED MATTERS
SCHEDULE 8  RELATED PARTY AGREEMENTS

1.	Announcement
2.	EV to Equity Bridge
3.	Locked Box Accounts
4.	Resignation letters for the Resigning Director
5.	Discharge of liability for the Resigning Director

(1)

CAYMAN NIH VI BEIT HOLDINGS, L.P., an exempted limited liability partnership formed in the Cayman Islands (registered number 90067), whose registered office is at PO Box 309, Ugland House, South Church Street, George Town, KY1-1104 Grand Cayman, Cayman Islands, acting by its general partner, Cayman NIH VI Beit Holdings Management, Ltd, a company limited by shares whose registered office is at PO Box 309, Ugland House, South Church Street, George Town, KY1-1104 Grand Cayman, Cayman Islands (the “Seller”); and

(2)	LITTELFUSE, INC., a corporation incorporated in Delaware, whose registered office is at 1209 Orange Street, Wilmington, New Castle County, Delaware, 19801, United States of America (the “Buyer”).

(A)	The Seller is the owner of the legal and beneficial title to the Units set out opposite its name in Schedule 1 (The Seller), and is entitled to transfer those Units free and clear of any Encumbrances to the Buyer on the terms and subject to the conditions of this Agreement.

(B)	The Seller has agreed to sell and the Buyer has agreed to buy the Units for the Consideration and on the other terms and subject to the conditions of this Agreement.

1	SALE AND PURCHASE

2	CONSIDERATION AND LEAKAGE

2.1	The consideration payable by the Buyer to the Seller for the Units is an amount in cash equal to:

(a)

USD 349,582,600; plus

(b)

an amount equal to USD 68,650 per calendar day for the period from (and including) the Locked Box Date up to (but excluding) the Completion Date; less

(c)

an amount equal to the aggregate of (i) Notified Leakage (if any) and (ii) the amount deducted from the Consideration pursuant to Clause 6.3 (if any),

2.2	The Consideration shall be paid in full on Completion by the transfer by of immediately available funds in the amount of the Consideration in cash to the Seller’s Account.

2.3

Subject to Clauses 2.4 (Consideration and Leakage) and 8.1 (Limitations on Liability), on and with effect from Completion, if there is or has been any Leakage (without duplication of amounts that have (i) already been accounted for in the determination of the Consideration pursuant to Clause 2.1 (Consideration and Leakage) or (ii) subsequently been repaid or reimbursed in cash to the relevant Group Member by the Seller or a Connected Person of the Seller or a Limited Partner, in each case before the occurrence of a Leakage Claim in respect of such amount), the Seller undertakes to pay to the Buyer immediately, and in immediately available funds in U.S. Dollars, an amount equal to such Leakage.

2.4

For the avoidance of doubt, for the purposes of Clause 2.3 (Consideration and Leakage) any Tax treated as Leakage pursuant to paragraph (m) of the definition of Leakage shall be deemed to be made to, and received by or for the benefit of, the Seller or a Connected Person of the Seller or a Limited Partner if it is paid, incurred or suffered by the Company or another Group Member (or required to be accounted for by the Company or another Group Member) in respect of, by reference to or in consequence of any Leakage paid to, for the benefit of or on behalf of that Seller or any Connected Person of that Seller or a Limited Partner.

2.5	The Seller shall not be liable for any Leakage Claim unless the Leakage Claim has been notified to the Seller in writing, on or before the date which is six months after Completion.

2.6	Any notice given pursuant to Clause 2.5 shall specify in reasonable detail the legal and factual basis of the Leakage Claim and the Buyer’s good faith estimate of the amount of Leakage to which such Leakage Claim relates.

2.7

The Seller shall procure that any person to which any or all of the Consideration is distributed, directly or indirectly, shall take such distribution subject to the Seller’s obligations to pay to the Buyer any Leakage pursuant to Clause 2.3 (Consideration and Leakage) and be obligated to return such distribution if necessary to permit Seller to comply with its obligations under Clause 2.3 (Consideration and Leakage).

3	CONDITIONS AND TERMINATION

3.1	Completion of the sale and purchase of the Units is subject to and conditional on the following Conditions being fulfilled:

(a)

C&K Holdings Inc. having obtained either:

(i)

a foreign investment authorisation (conditional or unconditional) from the French Minister of Economy regarding the acquisition by Tres Intermediate Holding, LLC of the entire share capital and voting rights of C&K Holdings Inc. from CoActive Holdings, LLC in 2017, in accordance with the provisions of articles L. 151-3 and R. 151-1 et seq. of the French Monetary and Financial Code; or

(ii)

a decision from the French Minister of Economy indicating that the acquisition referred to in this Clause 3.1(a)(i) did not fall within the scope of the provisions of article L. 151-3 of the French Monetary and Financial Code,

(b)

expiration or termination of any applicable waiting periods prescribed by the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (as amended) (the “HSR Act”), and any extensions thereof (the “Regulatory Condition”);

(c)

the German Federal Cartel Office (“FCO”): (i) having confirmed in writing to the Buyer that the Transaction does not fall within the scope of the German Act against Restraints of Competition (“ARC”); or (ii) having notified the Buyer within one month of receipt of the complete notification that the Transaction does not fulfil the conditions of a prohibition under section 36(1) ARC; or (iii) not having informed the Buyer within the one-month period set out in section 40(1) of ARC from receipt of the complete notification that it has initiated second phase proceedings; or (iv) after having entered into in-depth investigations pursuant to section 40(1),(2) ARC, having cleared the Transaction by a formal decision (Verfügung); or (v) after having entered into in-depth investigations pursuant to section 40(1),(2) ARC, not having prohibited the Transaction by decision within the time period set out in sections 40(2)(2) and 40(2)(4)-(7) ARC, as the case may be (the “German Antitrust Condition”);

(d)

the German Federal Ministry for Economic Affairs and Climate Action (Bundesministerium für Wirtschaft und Klimaschutz (“BMWK”)) having:

(i)

formally issued a certificate of non-objection (“Clearing Certificate”) to the Buyer pursuant to Section 58 para. 1 sentence 1 German Foreign Trade and Payments Ordinance (Außenwirtschaftsverordnung (“AWV”));

(ii)

not initiated a formal investigation pursuant to Sections 55 AWV, 55a AWV or 60 AWV in relation to Transaction within two (2) months of receipt of the Buyer’s due application for a Clearing Certificate (Section 58 para. 2 AWV) or the Buyer’s report (Sections 58a para. 2 AWV or 61 AWV);

(iii)

not initiated or notified the Buyer of the initiation of a formal investigation pursuant to Section 55 AWV or Section 60 AWV in relation to the Transaction within two (2) months of obtaining knowledge of this Agreement (Sections 55 para. 3 AWV or 60 para. 4 AWV, both in conjunction with Section 14a para. 1 no. 1 German Foreign Trade Act (Außenwirtschaftsgesetz (“AWG”)); or

(iv)

in the event of a proceeding or formal investigation pursuant to Sections 55 AWV, 55a AWV or 60 AWV, either (x) cleared the Transaction pursuant to Section 58a para. 1 AWV or Section 61 AWV or (y) failed to prohibit the Transaction within a period of four (4) months of submission of the complete documentation of the acquisition as specified in Sections 14a para. 1 no. 2 (in conjunction with paras. 6 and 7), 15 para. 3 AWG (58a para. 2 AWV; 59 para. 1 AWV or 62 para. 1 AWV),

(e)

the Buyer having obtained either:

(i)

a prior foreign investment authorization (conditional or unconditional) from the French Minister of Economy regarding the Transaction, in accordance with the provisions of articles L. 151-3 and R. 151-1 et seq. of the French Monetary and Financial Code; or

(ii)

a decision from the French Minister of Economy indicating that the Transaction does not fall within the scope of the provisions of article L. 151-3 of the French Monetary and Financial Code,

3.2

The Buyer shall use all reasonable endeavours to procure that the Buyer Conditions are fulfilled by the Buyer (and the Buyer shall pay the cost of any filing fees incurred in connection therewith). The Seller shall use all reasonable endeavours to procure that the Seller Condition is fulfilled by the Seller (and the Seller shall pay the cost of any filing fees incurred in connection therewith). Each of the Buyer and Seller shall, respectively, use all reasonable endeavours to procure the same as soon as practicable after the date of this Agreement and in any event before 11:59 p.m. on the Long Stop Date, including by:

(a)

to the extent not already made, making all filings in connection with the satisfaction of the Conditions (as applicable), in consultation with the other party, as soon as practicable after the date of this Agreement;

(b)

promptly supplying all information required by any Governmental Entity or under applicable Laws; and

(c)

promptly notifying the other party, and providing copies, of any communications from any Governmental Entity relating to the Conditions (as applicable).

3.3

For the avoidance of doubt, with respect to the Buyer’s obligation to use all reasonable endeavours to procure that the French FDI Condition and the German FDI Condition are fulfilled by the Buyer and the Seller’s obligation to use all reasonable endeavours to procure that the Seller Condition is fulfilled by the Seller, such reasonable endeavour obligations shall include accepting or agreeing to reasonable commitment(s) or undertaking(s) required for the satisfaction of such Conditions by Buyer or Seller (as applicable) which may include licences, hold separate or trust agreements or the imposition of other conditions or restrictions with respect to the assets or operations of the Group and/or the Buyer and/or any of its Affiliates as required by any Governmental Entity for it to grant its consent or approval to the change in shareholding of the Company; it being understood that the foregoing shall not impose any more onerous obligation on the Buyer or the Seller than the requirement to use all reasonable endeavours to satisfy the French FDI Condition, the German FDI Condition and the Seller Condition, as applicable.

3.4

Without prejudice to the Buyer’s obligations in Clause 3.2 (Conditions and Termination), the Buyer shall not, and shall procure that each of its Affiliates shall not acquire or agree to acquire one or more companies, businesses or assets, or enter into any joint venture, consortium, merger, other business combination or other transaction or arrangement (whether similar to any of the foregoing or otherwise), in each case which could reasonably be expected to delay, prejudice or prevent satisfaction of the Conditions by the Long Stop Date.

3.5

To the extent reasonably requested by the Buyer, the Seller shall use its reasonable endeavours to ensure that all information necessary for making any notifications, filings and other communications in respect of the Buyer Conditions (or responding to any request for further information consequent upon such notifications, filings and communications) is supplied promptly to the Buyer who shall be responsible for preparing such notifications and filings, other than Seller’s notification and report form under the HSR Act, dealing with such notifications and filings, ensuring that they are made accurately and promptly and dealing with all appropriate governmental and regulatory authorities.

3.6	The Seller and the Buyer (as applicable) shall provide each other (or their advisors) with:

(a)

draft copies of all further notifications, filings and other communications to be sent to any governmental or regulatory authority in relation to the Seller Condition or the Buyer Conditions at such time as will allow the other party a reasonable opportunity to provide comments (any such reasonable comments to be taken into account before the relevant notification, filing or communication is sent to the relevant Governmental Entity or regulatory authority); and

(b)

copies of all such notifications, filings and other communications in the form submitted or sent and copies of all communications received from any governmental or regulatory authority in relation to the Seller Condition or the Buyer Conditions,

(c)

access to each other’s advisors appointed in connection with all matters relating to the satisfaction of the Seller Condition or the Buyer Conditions;

(d)

sufficient advance notice of any meetings with any Governmental Entity or regulatory authority in connection with the Seller Condition or the Buyer Conditions; and

(e)

where permitted by the relevant Governmental Entity or regulatory authority, the opportunity to have persons nominated by the Seller attend all meetings with any governmental or regulatory authority in connection with the Seller Condition the Buyer Conditions and, where appropriate, to make oral submissions at such meetings provided however that the Seller and the Buyer shall not be required to permit persons nominated by the other party to attend any part of such meetings during which information of a commercially sensitive nature is likely to be disclosed.

3.7	The parties shall notify each other in writing promptly after each Condition which it is required to satisfy:

(a)

has been fulfilled; or

(b)

ceases to be capable of being fulfilled on or before 5 p.m. London time on the Long Stop Date or the relevant party has reasonable grounds to believe this to be the case.

3.8	Notwithstanding anything contained in this Agreement, no party nor any of its Connected Persons shall be obligated to take any action or comply with any obligation (including with respect to effectuating the Completion) which would contravene applicable Laws.

3.9

If any Condition has not been fulfilled (and/or waived by both parties in writing) on or before 5 p.m. London time on the Long Stop Date then this Agreement (other than the Surviving Provisions) shall automatically terminate in full at such time, unless otherwise agreed in writing by the parties. Any claims arising from a breach of this Agreement (including any breach which gave rise to the right to terminate this Agreement) shall survive any such termination.

4	PRE-COMPLETION UNDERTAKINGS

4.1	During the period from the date of this Agreement to the Completion Date (both dates inclusive), the Seller undertakes:

(a)

not to transfer any interest in, or grant or incur an Encumbrance on, any of the Units;

(b)

to procure that each Group Member operates in the ordinary course of business; and

(c)

subject to Clause 4.2 (Pre-Completion Undertakings), to procure that each Group Member does not undertake any Restricted Matter,

4.2

Notwithstanding anything to the contrary in this Agreement, neither the Seller, any member of the Seller’s Group nor any Group Member or any of their respective officers, directors or employees shall: (i) be prevented from undertaking or agreeing to effect; (ii) be required to obtain the prior consent of the Buyer in relation to; or (iii) incur any liability as a result of undertaking or agreeing to effect, any of the following on or before Completion:

(a)

any action (or omission to act) which is required by law, court order, regulation or published (or otherwise publicly announced) rules from any Governmental Entity which is applicable to the relevant Group Member;

(b)

any action where failing to take such action would be in violation of applicable laws (including any competition/antitrust laws and/or foreign investment laws) or the provisions of any existing contract to which the Company or any Group Member is a party;

(c)

the implementation of any transaction or the taking of any action required or expressly contemplated by any Transaction Document;

(d)

the completion or performance of any obligations expressly required pursuant to the terms of any contract or arrangement which is Disclosed in the Data Room, in each case in the ordinary course of the performance of such contract, provided that this clause (d) shall not affect or eliminate the requirement to obtain any consent otherwise required by clauses 5, 6, 7, 9, 19 or 23 of Schedule 3;

(e)

any matter, action or step undertaken by any member of the Seller’s Group or any Group Member in good faith in response to the Covid-19 pandemic that is commercially reasonable under the circumstances and consistent with industry practices in response to such situation;

(f)

the incurrence or making of any Permitted Leakage; or

(g)

any action to the extent that allowance, provision or reserve has been made in the Accounts, the Locked Box Accounts or the EV to Equity Bridge (which, in each case, shall not include any Leakage items).

4.3	The Seller shall:

(a)

make available to the Buyer and/or its legal counsel a downloadable archive of the Data Room on or prior to the date of this Agreement; and

(b)

deliver to the Buyer or its legal counsel at the relevant address stated in Clause 13.12 (or such other address as the Buyer has notified to the Seller in accordance with Clause 13.12) four digital copies of the Data Room within five Business Days of the date of this Agreement, each saved onto a USB stick.

4.4

During the period from the date of this Agreement to the Completion Date (both dates inclusive), the Seller undertakes to procure that, the Buyer, its Affiliates and each of their respective duly authorised agents (including the Buyer’s and its Affiliates’ respective accountants and other professional advisors), are afforded such reasonable access (upon reasonable notice, during normal business hours and subject to appropriate confidentiality undertakings) to the personnel, premises, books, accounts, working papers and records and other financial information of each Group Member, for any reasonable business purpose, including to facilitate post-Completion operations or integration, and with respect to information technology and cybersecurity (including to conduct, at Buyer’s expense, such scans and security testing of the Group Members’ systems).

4.5

If the exercise by the Buyer of any of its rights pursuant to Clauses 4.1 through 4.4 is contrary to any applicable Laws, the parties shall (a) comply with applicable Laws  and (b) consult in good faith and use reasonable endeavours to find a way of enabling the Buyer to exercise such rights to the greatest extent possible without breaching the relevant provisions of such applicable Law.

4.6

The Seller shall not, and shall cause its Affiliates and its Affiliates’ respective officers, directors, employees, representatives or agents, including any investment banker, attorney or accountant engaged by any of them (collectively, “Seller Representatives”) to refrain from taking any action to, directly or indirectly, solicit, entertain, accept, knowingly encourage or knowingly facilitate inquiries or proposals for, or enter into any agreement with respect to, or initiate or conduct any negotiations or discussions with any person concerning, the purchase of all or a significant portion of the assets of the Group or of any equity interests in the Group or any merger, recapitalization, reorganization, amalgamation or business combination involving the Group (each, an “Acquisition Proposal”), or furnish any non-public information to any person contacting them or making an inquiry with respect to a potential Acquisition Proposal. The Seller shall and shall cause Seller Representatives to promptly cease and cause to be terminated all discussions and negotiations, if any, which have taken place prior to the date hereof with respect to any Acquisition Proposal.

4.7

All Related Party Agreements are hereby terminated with effect from Completion and the Seller shall procure such termination of such Related Party Agreements. The Seller shall take reasonable steps to procure that any such settlement or termination shall be structured in such a manner so as not to result in any Tax cost to any Group Member. Group Members and/or the Seller and/or its Affiliates or beneficial owners shall, with effect from Completion be unconditionally released and irrevocably discharged from: (a) any and all further obligations to perform or any further performance of the various covenants, undertakings, warranties and all other obligations contained in such Related Party Agreement; and (b) any and all claims and liabilities whatsoever arising out of, in any way connected with, as a result of or in respect of such Related Party Agreement.

4.8	The Seller shall procure that the Company or the Group Members (as applicable):

(a)

use all reasonable endeavours to submit filings to the IRS of the relevant IRS Form 1042 and IRS Form 1042-S in respect of interest paid by (i) C&K Holdings Inc. to C&K Components SAS and C&K France Holdings SAS and (ii) Tres Holding, LLC. to Tikehau Direct Lending III JE, Tikehau Direct Lending IV JE and Prima EU Credit Fund JE, from 2017 to 2021 and shall provide to the Buyer evidence of such filings prior to Completion;

(b)

submit written notice as required under the EIS Loans to Weber-Elbe Sparkasse (the lender under the EIS Loans) with the intention that no termination rights arise pursuant to which Weber-Elbe Sparkasse shall become entitled to terminate the EIS Loans in connection with Completion; and

4.9

Prior to the Completion, the Seller shall and shall cause its applicable Affiliates to use reasonable endeavours to cooperate with and assist the Buyer with a view to permitting the Subject Indebtedness to remain outstanding following the Completion without any default or event of default under such Subject Indebtedness and without triggering any other rights of the lenders thereunder or obligations of the obligors thereunder.

5	COMPLETION

5.1

No later than 5:00 p.m. on the fifth Business Day after satisfaction of (or satisfaction or due waiver of the last of) the Conditions, the Seller shall deliver to the Buyer a schedule setting out the amount of the Consideration due at Completion, including a breakdown of the amount of: (i) accrual under Clause 2.1(b) (Consideration and Leakage); and (ii) the aggregate amount of Leakage that has occurred and will occur prior to Completion (“Notified Leakage”), together with the amount of all Third Party Indebtedness and Shareholder Indebtedness payable under Clause 5.3(a)(ii). The Consideration amount set out in the schedule delivered under this Clause shall be the amount payable at Completion by the Buyer for the purpose of Clauses 5.2, 5.3 and 2.2, save in the case of manifest error or to the extent the Buyer has (not less than 3 Business Days prior to Completion) identified to the Seller amounts that it believes in good faith to constitute Leakage that were not included in Notified Leakage and the Seller has either accepted them or not objected to such amounts as constituting Leakage.

5.2	Completion will take place virtually on the date being ten Business Days after the date on which the last of the Conditions is satisfied (or duly waived), or at such other location or date as the Seller and the Buyer may agree in writing.

5.3	At Completion:

(a)

the Buyer shall:

(i)

pay the Consideration in cash and in full in accordance with Clause 2.2 (Consideration and Leakage); and

(ii)

pay, or procure the payment by or on behalf of the relevant Group Members, of the Third Party Indebtedness and the Shareholder Indebtedness by wire transfer of immediately available funds to the account specified in the related payoff letter and/or security release documents;

(b)

the Seller shall and shall cause its applicable Affiliates to:

(i)

deliver (or cause to be delivered) to the Buyer: (A) executed payoff letters and, subject to the compliance by the Buyer with its obligations in Clause 5.3(a)(ii), security release documents in form reasonably satisfactory to the Buyer in respect of the Third Party Indebtedness and the Shareholder Indebtedness (and Seller shall have delivered final drafts of all such documents at least three (3) Business Days prior to the Completion); and (B) evidence in a form reasonably satisfactory to the Buyer of the payment in full of the transaction expenses incurred by (i) Seller to the extent borne or to be borne by a Group Member or (ii) the Company, in each case, in connection with the negotiation, execution and consummation of the transactions contemplated by this Agreement;

(ii)

deliver (or cause to be delivered) to the Buyer unit power or other instrument of transfer providing for the transfer of the Units by the Seller to the Buyer in such forms reasonably agreed by the Seller and the Buyer;

(iii)

deliver (or cause to be delivered) to the Buyer an affidavit, dated as of the Completion Date, certifying that the Units are not a “United States real property interest,” in the form and substance required under Treasury Regulations Sections 1.897-2(h) and 1.1445-2(c)(3), together with a notice to the U.S. Internal Revenue Service in accordance with the provisions of Treasury Regulations Section 1.897-2(h)(2); and

(iv)

deliver (or cause to be delivered) to the Buyer a resignation letter in the agreed form duly executed by each Resigning Director.

5.4	If the requirements of Clause 5.3(a) or 5.3(b) (Completion) are not fully complied with at Completion, the Seller (if the Buyer is in default) or the Buyer (if the Seller is in default) may, without prejudice to any other rights or remedies they may have, by notice in writing to the other party:

(a)

defer (on one occasion) Completion to a date before the Long Stop Date and which is not more than ten Business Days after the date on which Completion should have occurred (in which case this Clause 5 (Completion) will apply to that deferred Completion);

(b)

proceed to Completion so far as is practicable; or

(c)

subject to Completion having first been deferred for a period of at least ten Business Days pursuant to Clause 5.4(a) (Completion) above and the parties having used reasonable efforts to effect Completion during such period, terminate this Agreement, whereupon the Surviving Provisions will continue in full force and effect but all other continuing rights and obligations of the parties will cease immediately with effect from termination. Termination of this Agreement does not affect the parties’ accrued rights and obligations as at termination or liability for any prior breach.

5.5	All documents and items delivered at Completion pursuant to Clause 5.3 (Completion) shall be held by the recipient to the order of the person delivering the same until such time as Completion shall have taken place pursuant to this Clause 5 (Completion).

5.6	Simultaneously with:

(a)

delivery of all documents and items required to be delivered at Completion (or waiver of such delivery by the person entitled to receive the relevant document or item); and

(b)

receipt into the Seller’s Account of the Consideration in immediately cleared funds,

5.7

The Buyer undertakes to indemnify the Seller and each member of the Seller’s Group (net of any Relief arising to the Seller or such member of the Seller’s Group in respect of the relevant indemnified loss which results in a reduction of Taxes actually payable or is a refund of Taxes in each case in the taxable year in which the indemnified loss arose) and to keep them indemnified from and against all losses, actual liabilities, payments, damages, fines, penalties, costs, charges or expenses (including, but not limited to, reasonably and properly incurred legal costs and expenses and payments arising out of any claims, demands, proceedings and judgments) suffered or incurred by the Seller or any member of the Seller’s Group in relation to or arising out of any guarantee given by any member of the Seller’s Group in connection with the ordinary course operation of the business of the Group to the extent in respect of obligations of the Group.

5.8

All payments to the Seller’s Account under this Agreement, including the payment of the Consideration under Clause 2.2, shall be made by electronic transfer, and payment of the relevant sum in full by this method shall be a good and valid discharge of the obligation to pay that sum (including the Buyer’s obligation to pay the Consideration) for all purposes under this Agreement.

6	POST-COMPLETION UNDERTAKINGS

6.1

The Buyer undertakes to procure (or, in the case of any working papers of the auditors of any Group Member, to use its reasonable endeavours to procure) that, for a period of seven years after Completion, the Seller, its Affiliates and each of their respective duly authorised agents (including the Seller’s and its Affiliates’ respective accountants and other professional advisors), are afforded such reasonable access (upon reasonable notice, during normal business hours and subject to appropriate confidentiality undertakings) to the books, accounts, working papers and records and other financial information of each Group Member as each of them may reasonably require:

(a)

to enable the relevant person to prepare their statutory or management accounts; or

(b)

for any other Taxation purpose or as required by any applicable law, court of competent jurisdiction, recognised stock exchange or Governmental Entity to whose rules the relevant person is subject.

6.2

Following Completion, the Buyer shall ensure that any indemnity and/or immunity provisions contained in the articles of association (or similar constitutional documents) of each Group Member of which a Resigning Director was a director immediately before Completion are not amended, repealed or modified in any manner that would affect adversely the rights of any Resigning Director and that the Resigning Directors retain the benefit of such indemnity and/or immunity provisions to the extent that the same are enforceable.

6.3

With effect from the Completion Date, the Buyer shall ensure that each member of the Group obtains and maintains in force a six-year “run-off” directors’ and officers’ liability insurance policy that is substantially no less advantageous to the Resigning Directors than the directors’ and officers’ liability insurance policies maintained by the Group as at the date of this Agreement; provided that if the cost of such policy exceeds USD 250,000, then the Consideration shall be reduced by the amount of such excess. Upon a written request of a Resigning Director at any time, the Buyer shall provide to the Resigning Director evidence that such insurance policy is in force.

6.4	The Buyer undertakes to the Seller to procure that on Completion each Resigning Director is granted a release in the agreed form duly executed by the Company.

6.5

Seller hereby agrees that, for a period of eighteen (18) months from the date hereof, it will not (and will procure that each member of the Seller’s Group does not) directly or indirectly, without obtaining the prior written consent of the Buyer, solicit for employment or employ (whether as an officer, employee or consultant or other independent contractor) any of the employees of the Group listed on Schedule 6; provided, however, that the foregoing will not restrict the hiring of any person (i) who has not been employed by the Group for at least six months; (ii) who responds to generalized searches for directors, officers or employees through bona fide public advertisements on websites or in periodicals of general circulation, through recruiters or by any similar media, so long as such searches are not targeted at any of the employees of the Group. The Seller will be responsible for any failure by any member of the Seller’s Group to comply with this Clause 6.5 as if such failure had been a failure of the Seller.

6.6

Effective as of the Completion, the Seller, on behalf of itself and each Connected Person of the Seller (collectively, the “Releasing Parties”), unconditionally and irrevocably and forever releases and discharges each Group Member and any officer, director, employee, equityholder, agent, advisor, successor or assign of any Group Member (collectively, the “Released Parties”) of and from, and unconditionally and irrevocably waives, any and all claims, debts, losses, expenses, proceedings, covenants, suits, judgments, damages, actions and causes of action, obligations, accounts and liabilities of any kind or character whatsoever, known or unknown, suspected or unsuspected, in contract, direct or indirect, at law or in equity that any of the Releasing Parties had, has, or may have had at any time until and including Completion against any of the Released Parties (collectively, the “Released Causes of Action”). The Seller, on behalf of itself and each of the other Releasing Parties, covenants that none of the Releasing Parties will (and that the Seller will cause all other persons who may seek to claim as, by, through or in relation to any of the Releasing Parties or any of the matters released by or on behalf of the Releasing Parties in this Clause 6.6 not to) sue any of the Released Parties on the basis of any Released Causes of Action herein released and discharged. The Seller, on behalf of itself and each of the other Releasing Parties, expressly waives all rights afforded by any statute which limits the effect of a release with respect to unknown claims and understands the significance of this release of unknown claims and waiver of statutory protection against a release of unknown claims and acknowledges and agrees that this waiver is an essential and material term of this Agreement. Notwithstanding the foregoing, the foregoing release does not include, nor shall there be, any release or discharge of (i) any obligation or indemnification owed by the Buyer to the Seller pursuant to the terms of this Agreement; (ii) any indemnity and/or immunity provisions, discharge or insurance referenced in Clauses 6.2 or 6.3; or (iii) any Released Causes of Action arising directly or indirectly as a result of fraud.

6.7

From and after the Completion Date, the Seller shall indemnify and hold harmless any of Buyer, any Group Member or their respective officers, directors, managers, employees, partners, members, Affiliates or agents (each, a “Buyer Indemnitee” and together the “Buyer Indemnitees”) from and against any damages, losses, liabilities, obligations, claims of any kind, interest, Taxes, fines, costs, actions, demands or expenses (including, but not limited to, reasonably and properly incurred legal costs and expenses and related payments arising out of any claims, demands, proceedings and judgments) (each, a “Loss”) as a result of or arising out of any of the matters set forth in Part I of Schedule 7.

6.8

From and after the Completion Date, if any event set forth in column 1 of Part II of Schedule 7 occurs, then Seller shall following written notice (attaching the valid written notice referenced in column 1 of Part II of Schedule 7) from the Buyer promptly pay to the Buyer the amount set out next to such matter in column 2 of Part II of Schedule 7.

6.9

The Seller’s obligations under Clauses 6.7 and 6.8 shall terminate (x) with respect to Item 4 of Part I of Schedule 7, five years from due date for filing the applicable tax return (taking into account all valid and utilised extensions of time to file) and (y) with respect to all other matters set forth in Schedule 7, two years after the Completion Date, in each case of clauses (x) and (y) other than in respect of any claim pursuant to Clause 6.7 or 6.8 where a Buyer Indemnitee has provided written notice of such claim in good faith to the Seller on or before such date, in which case the obligation shall survive with respect to such claim until the earliest to occur of the following: (i) such claim is finally adjudicated or settled and all Losses (if any) as a result of or arising out of such claim have been paid in full in accordance with Clause 6.7 or 6.8, as applicable, and (ii) such Buyer Indemnitee fails to actively pursue such claim, the Seller provides written notice to such Buyer Indemnitee and the Buyer, alleging that such Buyer Indemnitee is not actively pursuing such claim, and the Buyer or such Buyer Indemnitee has not actively pursued such claim (including issuing and serving proceedings in respect thereof as soon as reasonably practicable) within 30 days of such notice from the Seller and provided to the Seller written evidence thereof; provided that if such claim is contingent in nature, the Seller shall not be entitled to provide any such notice until such time as such claim ceases to be contingent in nature (the date on which all of Seller’s obligations under Clauses 6.7 and 6.8 have been discharged in full and terminated in accordance with this Clause 6.9, the “Indemnity Expiration Date”).

6.10	Clause 6.7 shall not apply to the extent that the Loss arises or is increased as a result of any voluntary act carried out by the Buyer or any of its Affiliates, or any Group Member in bad faith after Completion save as required by Law.

6.11	The Buyer Indemnitees shall not be entitled to recover damages or obtain any other benefit (whether by payment, withholding, or otherwise) more than once for the same amount of Loss.

6.12

If any Buyer Indemnitee receives notice of the assertion or commencement of any Action made or brought by any person who is not a party to this Agreement (including, for the avoidance of doubt a Tax Authority) (a “Third Party Claim”) against such Buyer Indemnitee with respect to which the Seller is obligated to provide indemnification under Clause 6.7, the Buyer Indemnitee shall give the Seller written notice thereof as soon as reasonably practicable. The failure to give such written notice shall not, however, relieve the Seller of its indemnification obligations, except and only to the extent that the Seller is actually prejudiced by such failure. Such notice by the Buyer Indemnitee shall describe all known material details of the Third Party Claim, including the estimated amount, if known, that may be payable to the Buyer Indemnitees pursuant to Clause 6.7.  The Buyer and the Seller shall cooperate with each other in all reasonable respects in connection with the defense of any Third Party Claim, including making available records relating to such Third Party Claim and furnishing, without expense (other than reimbursement of actual out-of-pocket expenses) to the defending party, management employees of the non-defending party as may be reasonably necessary for the preparation of the defense of such Third Party Claim.

6.13	Without prejudice to the generality of Clause 6.12, the Controlling Party shall control any Action arising from a Third Party Claim (a “Specified Action”) for which Seller may be obligated to indemnify Buyer hereunder; provided that:

(a)

the Controlling Party shall provide the Non-Controlling Party with a timely and reasonably detailed account of each stage of such Specified Action;

(b)

the Controlling Party shall allow the Non-Controlling Party to consult in good faith at the Non-Controlling Party’s expense on the positions taken in such Specified Action;

(c)

the Controlling Party shall defend such Specified Action diligently and in good faith as if it were the only person affected by such Specified Action;

(d)

the Non-Controlling Party and its representatives shall have the right to participate in such Specified Action, assist in the preparation of any written materials in such Specified Action and attend any meetings or telephone conversations with the applicable Governmental Entity, in each case, at the Non-Controlling Party’s expense; and

(e)

the Controlling Party shall not admit liability with respect to, or settle, compromise or discharge a Specified Action without the written consent of the Non-Controlling Party (which consent shall not be unreasonably withheld, conditioned or delayed).

7	WARRANTIES

7.1	The Seller warrants to the Buyer that:

(a)

the Seller is validly incorporated or organised (as applicable), in existence and duly registered under the laws of its country of incorporation or organisation;

(b)

the Seller has the power and authority required, and has obtained or satisfied all corporate or regulatory approvals or other conditions necessary, to enter into this Agreement and each of the other Transaction Documents to which it is a party and, subject to satisfaction of the Conditions, to perform fully its obligations under this Agreement and the other Transaction Documents to which it is a party in accordance with their respective terms;

(c)

the entry into, and the implementation of the transactions contemplated by, this Agreement and each of the other Transaction Documents by the Seller will not result in a violation or breach of any provision of the memorandum and articles of association or equivalent constitutional documents of the Seller; or a breach of, or give rise to a default under, any contract or other instrument to which the Seller is a party or by which it is bound;

(d)

this Agreement and each of the other Transaction Documents to be entered into by the Seller constitute (or will, when executed, constitute) valid and legally binding obligations of the Seller in accordance with their respective terms;

(e)

in relation to the Seller, no:

(i)

resolution has been passed or order made for the winding up, dissolution, administration or reorganisation of the Seller, and no moratorium has been declared in relation any indebtedness of the Seller, nor any administrator appointed;

(ii)

no composition, compromise, assignment or arrangement has been made with any of its creditors;

(iii)

no liquidator, receiver, administrator, administrator, receiver, compulsory manager or other similar officer has been appointed in respect of the Seller or any of its assets; and

(iv)

no analogous procedure or step to the matters set out in 7.1(e)(i) to (iii) has been taken in any jurisdiction;

(f)

the Seller is the sole and exclusive legal and beneficial owner of the Units as set out in Schedule 1, free and clear of any Encumbrances, and:

(i)

such Units constitute the whole of the equity capital of the Company and neither the Seller nor its Affiliates have any direct or indirect interest in the debt or equity capital of any Group Member other than its interest in such Units and the Shareholder Indebtedness;

(ii)

there are no other agreements, arrangements or instruments representing (or that would entitle any third party to, with or without the delivery of additional consideration) an equity interest in or that derive their value based on the profits of the Company other than the Units;

(iii)

such Units are fully paid or credited as fully paid; and

(iv)

the Seller is entitled to sell and transfer (or procure the sale and transfer of) the full legal and beneficial ownership of such Units to the Buyer free and clear of any Encumbrances on the terms and subject to the conditions of this Agreement.

(g)

the list of Related Party Agreements set forth on Schedule 8 is a true, correct and complete list of all binding agreements, arrangements or understandings between or among any Group Member, on the one hand, and Seller or any of its Affiliates, on the other hand (other than any employment agreement or arrangement entered into in the ordinary course of business with an officer or employee of any Group Member, in their capacity as such).

7.2	The Seller Warranties shall continue in full force and effect notwithstanding Completion.

7.3	Each Seller Warranty shall be separate and independent and, save as expressly provided, shall not be limited by reference to any other Seller Warranty.

7.4	The Buyer warrants to the Seller as at the date of this Agreement that:

(a)

the Buyer has the power and authority required, and has obtained or satisfied all corporate or regulatory approvals or other conditions necessary, to enter into this Agreement, and each of the other Transaction Documents to which it is a party and, subject to satisfaction of the Conditions, to perform fully its obligations under this Agreement, the Transaction Documents in accordance with their respective terms;

(b)

the entry into, and the implementation of the transactions contemplated by, this Agreement and each of the other Transaction Documents by the Buyer will not result in a violation or breach of any provision of the memorandum and articles of association or equivalent constitutional documents of the Buyer; or a breach of, or give rise to a default under, any material contract or instrument to which the Buyer is a party or by which it is bound;

(c)

it is acquiring the Units solely for its own account for investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof;

(d)

the Buyer acknowledges that the Units are not registered under the Securities Act of 1933, as amended, or any state securities laws, and that the Units may not be transferred or sold except pursuant to the registration provisions of the Securities Act of 1933, as amended, or pursuant to an applicable exemption therefrom and subject to state securities laws and regulations, as applicable. The Buyer is able to bear the economic risk of holding the Units for an indefinite period (including total loss of its investment), and has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risk of its investment;

(e)

this Agreement and each of the other Transaction Documents to be entered into by the Buyer constitute valid and legally binding obligations of the Buyer in accordance with their respective terms;

(f)

in relation to the Buyer, no:

(i)

resolution has been passed or order made for the winding up, dissolution, administration or reorganisation of the Buyer, and no moratorium has been declared in relation any indebtedness of the Buyer, nor any administrator appointed;

(ii)

composition, compromise, assignment or arrangement has been made with any of its creditors;

(iii)

liquidator, receiver, administrator, administrator, receiver, compulsory manager or other similar officer has been appointed in respect of the Buyer or any of its assets; and

(iv)

analogous procedure or step to the matters set out in 7.4(f)(i) to (iv) has been taken in any jurisdiction; and

(g)

the Buyer will have at Completion cash on hand which is sufficient to enable the Buyer to perform its obligations hereunder, complete the Transaction and the other transactions contemplated by this Agreement and each other Transaction Document, and pay all related fees and expenses, including payment of the Consideration and repayment or refinancing of any indebtedness of the Group due at Completion.

8	LIMITATIONS ON LIABILITY

8.1	The maximum aggregate liability of the Seller in respect of all and any:

(a)

Leakage Claims shall not exceed an amount equal to the amount of Leakage received or deemed received plus any and all costs of collecting the amount of Leakage from the Seller;

(b)

Seller Claims (other than claims pursuant to Clauses 6.7 or 6.8) shall, other than in cases of fraud, be limited to, and shall in no event exceed, the amount of the Consideration actually received by, or on behalf of, the Seller on Completion; and

(c)

claims pursuant to Clauses 6.7 or 6.8 shall be limited to, and, in relation to each matter listed in column 1 of Schedule 7, shall in no event exceed, the amount set out next to such matter in column 2 of Schedule 7.

8.2	Notwithstanding anything to the contrary in this Agreement, the Seller shall not be liable in respect of any Seller Claim unless written notice of such Seller Claim is given by the Buyer to the Seller on or before the date falling:

(a)

six months after the Completion Date, in the case of a Seller Claim relating to a breach of clause 4.1 (Conduct of business);

(b)

four years after the Completion Date, in the case of a Seller Claim relating to a breach of Clauses 7.1(a) to 7.1(f) (inclusive) (Seller’s warranties); and

(c)

subject to extension in accordance with the provisions of Clause 6.9, two years (or five years from the due date for filing the applicable tax return (taking into account all valid and utilised extensions of time to file) with respect to the applicable matters described in Clause 6.9) after the Completion Date, in the case of all other Seller Claims.

8.3	Any notice given pursuant to Clause 8.2 shall specify in reasonable detail the legal and factual basis of the Seller Claim, the evidence on which the Buyer relies and the Buyer’s good faith estimate of the amount likely to be claimed.

8.4

Where a breach giving rise to a Seller Claim is reasonably capable of remedy within the periods set forth in this Clause 8.4, the Buyer shall not be entitled to commence a proceeding for damages (and shall not be limited with respect to any other manner of claim or proceeding) in respect of such breach if (i) the Seller provides written notice to the Buyer within 5 calendar days after notice of the Seller Claim is given under Clause 8.2 (Limitations on Liability) that it intends to remedy such breach, (ii) Seller thereafter diligently implements (and does not discontinue its efforts to implement) such remedy and (iii) the breach is subsequently remedied to the Buyer’s reasonable satisfaction within 30 calendar days after notice of the Seller Claim is given under Clause 8.2 (Limitations on Liability).

8.5

Other than claims pursuant to Clause 6.7 or 6.8, if notice of any Seller Claim is served by the Buyer under Clause 8.2 (Limitations on Liability) and such Seller Claim has not been satisfied or settled, the Seller shall not be liable in respect of such Seller Claim unless proceedings have been brought against it (by being both issued and served on the Seller) in respect of that Seller Claim within six months of the later of (a) it being notified pursuant to Clause 8.2 (Limitations on Liability); and (b) in the case of a Seller Claim that is contingent in nature, such Seller Claim ceasing to be contingent in nature, unless the Seller Claim has by then been agreed to in writing by the Seller.

8.6	The Seller shall not be liable in respect of any liability which is contingent unless and until such contingent liability becomes an actual liability.

8.7	Other than claims pursuant to Clause 6.7 or 6.8, the Seller shall not be liable in respect of any Seller Claim to the extent that the Seller Claim arises, or is increased, as a result of any matter or thing done, or omitted to be done:

(a)

pursuant to and in compliance with any Transaction Document;

(b)

at the written request of the Buyer; or

(c)

by the Buyer (other than where necessary for the Buyer to comply with applicable Law).

8.8

The Seller shall not be liable in respect of a Seller Claim to the extent that the Seller Claim arises, or the value of the Seller Claim is increased (whether directly or indirectly) as a result of a change in any law, legislation, rule or regulation (including any new law, legislation, rule or regulation) that comes into force or otherwise takes effect after (and was not announced before) the date of this Agreement.

8.9	If the same fact, matter, event or circumstance gives rise to more than one Seller Claim or Leakage Claim, the Buyer shall not be entitled to recover more than once in respect of such fact, matter, event or circumstance.

8.10	Nothing in this Clause 8 (Limitations on Liability) or in any provision of this Agreement shall exclude or limit the liability of a party if, or to the extent that, such liability arises or is increased or is delayed as a direct result of that party’s own fraud or fraudulent misrepresentation.

8.11

The Buyer hereby waives and relinquishes any right of set-off or counterclaim, deduction or retention which the Buyer might otherwise have in respect of any Seller Claim or Leakage Claim or out of any payments which the Buyer may be obliged to make (or procure to be made) to the Seller pursuant to this Agreement or otherwise.

9	CONFIDENTIALITY AND ANNOUNCEMENTS

9.1

Subject to Clause 9.3 (Confidentiality and Announcements), each party and their respective Affiliates shall treat as strictly confidential and shall not disclose (whether by public announcement or otherwise) all or any information received or obtained (i) in the case of the Seller, pursuant to Clause 6.1 (Seller Access), (ii) in the case of the Buyer and prior to the Completion, pursuant to Clause 4.4 (Buyer Access), (iii) as a result of entering into or performing this Agreement or any other Transaction Document which relates to: (a) the subject matter, contents and provisions of this Agreement or any other Transaction Document; (b) the negotiations relating to this Agreement or any other Transaction Document; or (c) the other parties (or their Affiliates), or (iv) in the case of the Seller and following the Completion, from or related to any Group Member ((i) to (iv) together being “Confidential Information”) without the prior written consent of each other party.

9.2

Other than in the circumstances set out in Clause 9.3(c) (Confidentiality and Announcements), the only public announcement about this Agreement or the Transaction or the subject matter of, or any matter referred to in, this Agreement or any other Transaction Document (including any consideration payable) shall be made pursuant to the Announcement.

9.3	Clause 9.1 (Confidentiality and Announcements) does not apply to disclosure of Confidential Information:

(a)

made public by publication of the Announcement;

(b)

to a director, officer or employee of a party or an Affiliate of that party or of a Group Member whose function requires him to have the Confidential Information;

(c)

to the extent that it is required to be disclosed by applicable law, regulation, court order, governmental or regulatory authority (including any agreement or undertaking entered into therewith) or the rules of any stock exchange to which a party or any of its Affiliates is subject, provided that the disclosure shall so far as is lawful be made after consultation with the other parties;

(d)

to an adviser, agent or auditor provided that such disclosure is reasonably necessary in connection with their engagement and is subject to customary confidentiality obligations;

(e)

to any Tax Authority to the extent reasonably required for the purposes of the Tax affairs of the relevant party or any of its Affiliates;

(f)

by the Buyer to any broker arranging warranty and indemnity insurance in respect of the warranties set out in the Warranty Deed; or

(g)

by the Seller to the Sponsor Entity and/or the direct or indirect investors therein on a confidential basis and to the extent reasonably necessary in connection with customary reporting activities.

10	ASSIGNMENT

10.1

No party may assign, transfer, charge, subcontract or otherwise deal with all or any of its rights, benefits or obligations under this Agreement (including any right to claim for damages arising from a breach of this Agreement) without the prior written consent of each other party provided, however, that the Buyer shall have the right to assign, delegate, sub-contract, or otherwise transfer or pledge or grant any other security interest in or over any of its rights or obligations under this Agreement to an Affiliate and/or to any bank, financial institution, lender or other entity (and their assignees or transferees) participating in the financing or refinancing of the transactions contemplated by this Agreement, further provided that such action has been communicated to the Seller in writing with reasonable notice before the relevant assignment is made. Any attempted assignment in breach of this Clause 10.1 (Assignment) will be void.

10.2

Following any assignment (or other dealing) by the Buyer pursuant to Clause 10.1 (Assignment), the Seller shall not be under any greater obligation or liability and the Seller shall have no lesser rights than if such assignment or granting of security had never occurred, and the amount of loss or damage recoverable by the assignee shall be calculated as if that person had been originally named as the Buyer in this Agreement (and, in particular, shall not exceed the sum which would, but for such assignment, have been recoverable by the Buyer in respect of the relevant fact, matter or circumstance).

11	ENTIRE AGREEMENT

11.1	This Agreement and the other Transaction Documents together constitute the entire agreement and understanding of the parties relating to their subject matter and supersede any previous agreement between the parties (whether written or oral) relating to such subject matter.

11.2

Each of the parties acknowledges and agrees that, in entering into this Agreement and the other Transaction Documents, it does not rely on, nor has been induced to enter into this Agreement and/or the other Transaction Documents, and will have no remedy in respect of, any statement, representation, warranty, undertaking, assurance, promise, understanding or other provision (whether negligently or innocently made) of any person (whether a party or not) other than as expressly set out in this Agreement or another Transaction Document.

11.3

Save as expressly set out in this Agreement, the only right or remedy of any party in relation to any statement, representation, warranty, undertaking, assurance, promise, understanding or other provision set out in this Agreement shall be for breach of this Agreement to the exclusion of all other rights and remedies (including those in tort or arising under statute) and, in respect of any breach of this Agreement, the only remedy shall be a claim for damages and/or equitable relief (including specific performance and/or an injunction) under the terms of this Agreement in respect of such breach. Save as expressly set out in this Agreement, no party shall be entitled to rescind, repudiate or terminate this Agreement in any circumstances whatsoever at any time and each party irrevocably and unconditionally waives any rights of rescission, repudiation or termination it may have which are not expressly set out in this Agreement.

12	NO RECOURSE AGAINST SELLER RELATED PERSONS

(a)

no recourse under this Agreement or other Transaction Document or under any other documents or instruments delivered in connection herewith may be had against any director, officer, agent or employee of the Seller, any direct or indirect holder of any equity interests or securities of the Seller (whether such holder is a limited or general partner, member, shareholder or otherwise), any Affiliate of the Seller, or any direct or indirect director, officer, employee, partner, Affiliate, member, agent, controlling person or representative of any of the foregoing (each such person or entity, an “Seller Related Person”), whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding (including, for the avoidance of doubt, through attempted piercing of the corporate, limited partnership or limited liability company veil or any insolvency proceeding), or by virtue of any statute, regulation or other applicable law; and

(b)

no liability whatsoever will attach to, be imposed on or otherwise be incurred by any Seller Related Person under this Agreement or any other Transaction Document or any documents or instruments delivered in connection herewith or with the transactions contemplated by this Agreement or any other Transaction Document or for any claim based on, in respect of or by reason of such obligations or by their creation, notwithstanding that the Seller may be a partnership, limited partnership or limited liability company,

13

GENERAL

(a)

All sums payable under this Agreement shall be paid free and clear of all deductions, withholdings, set-offs or counterclaims whatsoever, provided that deductions and withholdings which are required by applicable law may be made. Any such deductions or withholdings shall be treated as paid over to the party in respect of which such deductions or withholdings were made. The Buyer shall notify the Seller as soon as practicable following the date of this Agreement of any intention to make any such deduction or withholding (which notice shall include a reasonable explanation of the basis of such deduction or withholding). The Buyer and the Seller shall cooperate with each other and any other relevant person in order to mitigate, reduce or eliminate any such deduction or withholding. For the avoidance of doubt, no deductions or withholdings shall be made by the Buyer on account of any of the matters set forth in Schedule 7.

(b)

Neither the Buyer nor any of its Affiliates shall be entitled to make, or cause any Group Member to make, an election under Section 336 or 338 of the U.S. Internal Revenue Code (or any comparable election under state, local or foreign law) with respect to the acquisition of the Company or the deemed acquisition of any Group Member, without the prior written consent of the Seller.

(c)

Prior to the Completion Date, the Seller shall prepare and file or cause to be prepared and filed the Luxembourg income Tax Return of Tres Lux Holdings S.à r.l. for the 2021 taxable year in a manner consistent with the past practices of Tres Lux Holdings S.à r.l. or of Seller with respect to Tres Lux Holdings S.à r.l..

(d)

Each party shall, and shall cause its Affiliates to, cooperate with and provide to the other party and its Affiliates such documentation, information and assistance as may reasonably be requested in connection with (i) the preparation of any Tax Return relating to the Company or its Subsidiaries, (ii) the determination of liability for Taxes or a right to refund of Taxes or (iii) the conduct of any Tax proceeding relating to the Company or its Subsidiaries. Such cooperation shall, in each case to the extent reasonable, include obtaining and providing appropriate forms, providing the necessary powers of attorney, retaining and providing records and information that are reasonably relevant to any such Tax Return or Tax proceeding, and making employees available on a mutually convenient basis to provide additional information and explanation of any materials provided hereunder.

(e)

For all applicable Tax purposes, any indemnification payment pursuant to this Agreement shall be treated as an adjustment to the Consideration, and for U.S. federal and applicable state and local Tax purposes, any payment of the Third Party Indebtedness or Shareholder Indebtedness pursuant to Clause 5.3(a)(ii) shall be treated as a contribution to the capital of the Company by the Buyer or series of contributions through the chain of relevant Group Members to the capital of the relevant debtor, followed by a payment by the Company or the relevant Group Member, as applicable, of the Third Party Indebtedness or Shareholder Indebtedness, as applicable, and the parties shall not take any contrary position on any Tax Return, in any Tax proceeding or otherwise, unless required pursuant to a “determination” within the meaning of Section 1313(a) of the U.S. Internal Revenue Code of 1986, as amended, or other similar provision of state, local or non-U.S. Law.

(f)

The Buyer shall provide the Seller with drafts of any documentation to be submitted by the Seller (including any documentation to be submitted supplementally) (the “Public Notice 7 Filing Documents”) in connection with any relevant disclosure to the relevant Tax Authority of the PRC under Public Notice 7 in connection with the sale and purchase of Units hereunder (the “Public Notice 7 Filing”) sufficiently in advance of the thirtieth (30th) day following the date of this agreement to afford Seller a reasonable opportunity to comment thereon, and the Seller shall reasonably cooperate with the Buyer in connection with the preparation of such drafts.

(g)

As promptly as reasonably practicable after the date on which the Public Notice 7 Filing Documents have been provided by the Buyer to the Seller pursuant to Clause 13.1(f), the Seller shall be entitled to provide comments to the Buyer on such documents.

(h)

As promptly as reasonably practicable after the date on which the Seller has provided comments on the Public Notice 7 Filing Documents to the Buyer pursuant to Clause 13.1(g), the Buyer shall provide to the Seller revised Public Notice 7 Filing Documents (reflecting any of the Seller’s reasonable comments) to be submitted by the Seller.

(i)

No later than thirty (30) days from the date of this Agreement, and subject to the Buyer’s compliance with Clauses 13.1(f) and Clause 13.1(h) (if Seller has provided comments sufficiently promptly to allow Buyer to incorporate any applicable comments prior to the date that is thirty (30) days from the date of this Agreement), the Seller shall make (or cause to be made) the Public Notice 7 Filing.

(j)

In connection with any Public Notice 7 Filing, the Seller shall provide the Buyer with reasonable evidence that such Public Notice 7 Filing has been duly made as soon as reasonably practicable after making such filing and shall provide Buyer with copies of any Public Notice 7 Filing Documents actually filed with (or written correspondence received from) any PRC authority as soon as reasonably practicable.

(k)

The Seller shall have sole responsibility to communicate with the relevant Tax Authority of the PRC in connection with the Public Notice 7 Filing relating to the transactions contemplated by this Agreement, but the Seller shall not be entitled to bind the Buyer, the Company or any of their respective Subsidiaries or Affiliates. The Seller shall provide the Buyer notice of any formally scheduled meeting with the relevant Tax Authority relating to any Public Notice 7 Filing as soon as reasonably practicable in advance thereof, and the Buyer shall be entitled to jointly participate in any communication or meeting with the relevant Tax Authority (regardless whether the communication or meeting is formally scheduled or not, in person or virtual, written or oral). In the event any relevant Tax Authority makes a formal determination or assessment that sale and purchase of Units is taxable under Public Notice 7, the Seller shall prepare the relevant Tax Returns and shall promptly (and in any event within the period prescribed by applicable Law) pay the applicable Tax so determined or assessed under Public Notice 7. The Seller shall provide the Buyer with copies of any applicable Tax payment certificates bearing the confirmation of the relevant Tax Authority. Each of the Buyer and the Seller shall provide to the other party such assistance and information as is reasonably required by the Seller or the Buyer, respectively, in relation to any Public Notice 7 matters with respect to this Agreement. For purposes of this Agreement, any determination or assessment made by the relevant Tax Authority includes any formal determination or assessment, in written or oral form. The Buyer shall bear all expenses (which, for the avoidance of doubt, shall not include Tax) other than the Seller’s expenses in relation to the matters covered by this Clauses 13.1(f) to this Clause 13.1(k).

13.2	If a provision of this Agreement is held to be illegal, invalid or unenforceable, in whole or in part, in any relevant jurisdiction, the legality, validity and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby.

13.3	Any variation or amendment of this Agreement will be effective only if it is in writing and signed by or on behalf of the Buyer and the Seller.

13.4

A delay in exercising, or failure to exercise, any right or remedy under this Agreement does not constitute a waiver of such or other rights or remedies nor will operate so as to bar the exercise or enforcement thereof nor will be treated as an affirmation of this Agreement. No single or partial exercise of any right or remedy under this Agreement will prevent further or other exercise of such other rights or remedies.

13.5

On any termination of this Agreement, the Surviving Provisions will continue in full force and effect but all other continuing rights and obligations of the parties will cease immediately with effect from termination. Termination does not affect the parties’ accrued rights and obligations as at termination or liability for any prior breach.

13.6

Except as otherwise set out in this Agreement, each party will pay its own fees, costs and expenses arising from the negotiation, preparation and implementation of this Agreement, including the fees and disbursements of their respective legal, accountancy and other advisers, provided that the relevant Group Members will pay any such fees, costs and expenses which are Permitted Leakage.

13.7

The Buyer shall bear all stamp duties, stamp duty land tax, real estate transfer taxes, sales taxes and other documentary, registration or transaction duties or other transfer Taxes (but not, for the avoidance of doubt, any Tax imposed pursuant to Public Notice 7 or any Vietnamese capital assignment profit tax), filing or notarial fees (including any interest or penalties thereon) arising as a result of or in connection with this Agreement (including satisfying the Condition) or its completion and the other Transaction Documents. The parties shall reasonably cooperate to minimise or eliminate any such Taxes and to fulfil any administrative or reporting obligation imposed by any relevant jurisdiction in connection with the payment of such duties or Taxes (including preparing and joining in the execution of any relevant Tax Return if required by applicable Law).

13.8	A person who is not a party has no rights under the Contracts (Rights of Third Parties) Act 1999 or otherwise to enforce any term of this Agreement, provided that:

(a)

Clause 4.7 (Termination of Related Party Agreements) and Clause 13.1(d) (Certain Tax Matters) shall be enforceable by each Group Member;

(b)

Clause 5.7 (Completion) shall be enforceable by each member of the Seller’s Group;

(c)

Clause 6.1 (Post-Completion Undertakings) shall be enforceable by each of the Seller’s Affiliates;

(d)

Clauses 6.2, 6.3 and 6.4 (Post-Completion Undertakings) shall be enforceable by each Resigning Director;

(e)

Clauses 6.7, 6.8 and 6.12 (Indemnification) shall be enforceable by each Buyer Indemnitee;

(f)

Clause 9.1 (Confidentiality and Announcements) shall be enforceable by each party’s Affiliates to the extent that information about such Affiliates has been received or obtained by the other parties; and

(g)

Clause 12 (No Recourse Against Seller Related Persons) shall be enforceable by each Seller Related Person,

13.9	Except to the extent that they have been performed and except where the Agreement provides otherwise, provisions of this Agreement will remain in force after Completion.

13.10

This Agreement may be executed in any number of counterparts, each of which when executed and delivered constitutes an original of this Agreement, but all the counterparts will together constitute one and the same agreement. No counterpart will be effective until each party has executed at least one part or counterpart.

13.11

A notice or other communication given under this Agreement will be in writing and signed by or on behalf of the person giving it and will be served by delivering it to the party due to receive it at the address or email address (provided that if it is sent by email it must also be copied to the address) set out in Clause 13.12 (General) and will be deemed to have been delivered in accordance with Clause 13.13 (General).

13.12

The parties’ addresses and email addresses for the purposes of this Agreement are:

13.13

A notice so addressed will be deemed to have been received:

(a)

if personally delivered, at the time of delivery;

(b)

if sent by pre-paid first class post, recorded delivery or registered post, two Business Days after the date of posting to the relevant address;

(c)

if sent by registered air-mail, five Business Days after the date of posting to the relevant address; and

(d)

if sent by email, on completion of sending of the email by the sender, save that if the sender receives an automated “undeliverable” response such notice will be deemed not to have been delivered and that if such notice of communication is received after the end of normal working hours (and “normal working hours” will be deemed to be 8.30 a.m. to 5.30 p.m. local time on any Business Day in the country of the recipient), such notice or communication will be deemed to have been received on the next Business Day.

13.14

The Buyer agrees that the process by which any proceedings are begun in England may be served on it by being delivered to Carling Technologies Limited at Attention: Roger van Hal, 4 Airport Business Park, Exeter Airport, Clyst Honiton, Exeter  EX5 2UL.

13.15

The Seller agrees that the process by which any proceedings are begun in England may be served on it by being delivered to Sun European Partners LLP at 2 Park Street, 1st Floor, London, W1K 2HX.

13.16

If the appointment of any person referred to in Clause 13.14 or 13.15 (General) as the process agent of a party ceases to be effective or such person ceases for any reason to act as process agent for the relevant party, that party (the “Appointing Party”) will immediately appoint a replacement process agent and notify the other parties of the change in accordance with Clauses 13.11 to 13.13 (General) (inclusive), and, failing such appointment within 10 Business Days thereof, another party may appoint a replacement process agent to accept service of process on behalf of the relevant Appointing Party by notice to that Appointing Party.

13.17

Clauses 13.14 to 13.16 (General) (inclusive) do not affect any right to serve process in any other manner permitted by law.

13.18

The Buyer agrees that it will provide all information requested in writing by the Seller reasonably required to enable the Seller to comply with its obligations under the Proceeds of Crime Act 2002 and the Money Laundering Regulations, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 whether such obligations apply before Completion or thereafter.

13.19

In the context of any Leakage Claim or Seller Claim, any amount forming part of:

(a)

any Leakage amount in respect of such Leakage Claim; or

(b)

any amount of alleged loss claimed in respect of such Seller Claim,

13.20

This Agreement and all matters (including any contractual or non-contractual obligation) arising from or connected with it are governed by, and will be construed in accordance with, the laws of England.

13.21

Each party irrevocably agrees that the courts of England are to have exclusive jurisdiction to settle any dispute, whether contractual or non-contractual, which may arise out of or in connection with this Agreement and that accordingly any proceedings arising out of or in connection with this Agreement shall be brought only in such courts. Each of the parties irrevocably submits and agrees to submit to the jurisdiction of such courts and waives (and agrees not to raise) any objection to proceedings in such courts on the ground of venue or that proceedings have been brought in an inconvenient forum or on any other ground.

SCHEDULE 1

 

THE SELLER

 

(1) Seller	(2) Units held	(3) Percentage of all Units in the Company
Cayman NIH VI Beit Holdings, L.P. PO Box 309, Ugland House, South Church Street, George Town, KY1-1104 Grand Cayman, Cayman Islands	1,000	100%

2

Allot, issue, grant, offer, reduce, repay, buy back, split, subdivide, combine, reclassify or redeem any units, shares or other securities or grant to any person any option or right to call for the issue of any units, shares or other securities or otherwise alter its share capital in any way.

3

Recommend, declare, make or pay a dividend or other distribution other than to the Company or a wholly owned subsidiary of the Company.

4

Convene any shareholders’ or unitholders’ meeting or circulate any written resolution to its shareholders or unitholders.

5

Acquire any securities or other interests of any kind in any entity other than a wholly owned Group Member.

6

Other than in the ordinary course of the Group’s business, acquire or dispose of an asset with a value in excess of USD 500,000 or assets with a total value in excess of USD 1,000,000 in the aggregate or assume, grant or incur any Encumbrance on any asset, or assume or incur a liability, obligation, capital commitment or expense (actual or contingent) in an amount in excess of USD 500,000 or assets with a total value in excess of USD 1,000,000 in the aggregate.

7

Make any loans, advances or capital contributions to, or investments in, any person (other than the Company’s wholly owned Subsidiaries) for an aggregate amount in excess of USD 500,000 or USD 1,000,000 in the aggregate.

8

Other than in the ordinary course of the Group’s business or as otherwise contemplated in the Business Plan, enter into any agreement or incur any commitment involving capital expenditure (other than ordinary course maintenance capital expenditure):

9

Enter into additional third party financing arrangements, vary the terms of any existing third party financing arrangements, or otherwise incur or guarantee additional third party debt (other than working capital line, capital leases and factor facility draws in the ordinary course of business under the Third Party Indebtedness not in excess of USD 500,000 on an individual basis and USD 1,000,000 in aggregate), except for normal trade credit in the ordinary course of business.

10

Commence or settle any litigation or arbitration proceedings where financial exposure of the Group is in excess of USD 500,000 or where such settlement imposes any material injunctive relief or any material restrictions on any Group Member.

11

Make any payment, transfer any asset or incur any liability to the Seller or any Connected Person of the Seller.

12

Make any change to its method of accounting or any audit practices or change its accounting date, other than any change required by law.

13

(A) Make, change or revoke any material Tax election, or change any Tax accounting period or adopt or change any material Tax accounting method, (B) enter into any material closing agreement or other material written agreement regarding Taxes with any Governmental Entity, (C) settle or compromise any Tax proceeding with respect to any material amount of Taxes, (D) prepare or file any Tax Return (other than a Tax Return prepared in a manner consistent with past practice), any material amended Tax Return or any claim for material Tax refunds, (E) surrender any right to claim a material Tax refund, (F) request any material Tax ruling from any Governmental Entity or (G) consent to or request any extension or waiver of the limitation period applicable to any material Taxes of the Company or any Group Member in respect of previously filed Tax Returns, in each case, except as required by applicable law.

14

Vary the terms of engagement of any of: (i) Lars Brickenkamp; (ii) Cathy Yang; (iii) Jeremy Hebras; (iv); Bruno Prevot; (v) Gary Mountford; (vi) Lars Stegmann; (vii) Guanghua Yang; (viii) Ted Arnstein; or (ix) Craig Thomson.

15

Appoint any person as a director or officer of any Group Member or terminate the appointment of any director or officer of any Group Member.

16

Create any Encumbrance over any of its assets or undertaking other than liens arising in the ordinary course of business.

17

Discharge, forgive, cancel, release, assign or satisfy any Encumbrance, indebtedness or claim or pay any material obligation or liability other than in the ordinary course of business.

18

Enter into, amend or modify, any Related Party Agreement or, other than in the ordinary course of business with respect to (and only with respect to) contracts set forth in clause (a) or (b) of the definition of Material Contracts in the Warranty Deed, enter into, amend or modify any Material Contract (as defined in the Warranty Deed), or accelerate, waive, release or assign any rights, claims or benefits, or grant any consent, under any Related Party Agreement or Material Contract.

19

Enter into any arrangement which restricts the freedom of any Group Member to carry on business anywhere in the world.

20

Other than in the ordinary course of business, enter into any lease, lease-hire or hire-purchase arrangement or any arrangement under which payment is deferred.

21

Other than in the ordinary course of business, vary the terms on which it holds, uses or occupies any of the Properties (as defined in the Warranty Deed), settle any rent review, accelerate or delay the collection or payment of any rent or service charge, or dispose of any of the Properties or any interest in any of the Properties.

22

Vary the material terms of or terminate any insurance policy of a Group Member or allow any such insurance policy to lapse.

23

Enter into any new business line.

24

Except in the ordinary course of business or as required under the terms of a Related Party Agreement:  (A) grant any equity-based or cash incentive awards or make any material increase in the salaries, bonuses or other compensation and benefits to any of its employees, officers or directors; (B) terminate or materially amend any Related Party Agreement that provides for compensation or benefits to any employee, officer or director; (C) adopt or enter into any plan, policy or arrangement for the current or future benefit of any officer, employee or director of any member of the Group; or (D) make any gratuitous payment or provide any non-contractual benefit to any current or former employee, officer or director of any member of the Group or any of their dependants.

25

Other than dismissals for cause, dismiss any employee earning an annual base salary of USD 150,000 or more or induce such an employee to terminate their employment.

26

Other than as Disclosed in folder 8.1.2.3.11 of the Data Room, engage any new employee on an annual base salary of USD 150,000 or more or engage new employees the aggregate of whose respective base salaries exceeds USD 1,800,000.

27

Enter into any arrangement with or recognize any trade union, works council, staff association, staff council or similar body.

28

Fail to repay any material obligation when due, delay the payment of accounts payable or accelerate the collection of accounts receivable, in each case other than in the ordinary course of business.

29

Adopt a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other similar form of reorganization, other than transactions between the Company and any direct or indirect wholly owned Subsidiary or between direct or indirect wholly owned Subsidiaries.

30

Amend, modify, assign, transfer or terminate the Intercompany Indebtedness Agreements or repay any debt thereunder.

31

Agree, approve, authorize or commit to do any of the foregoing.

(a)	Payments in respect of compensation, remuneration and salaries to employees, officers and workers of the Group in the ordinary course of business under arrangements in effect as of the date of this Agreement, excluding any bonuses in connection with completion of the Transaction.

(b)	Any payments, fees, costs, expenses or other amounts (including tax) to the extent a specific provision, accrual or liability has been expressly made in the Locked Box Accounts and/or listed as a deduction in the EV to Equity Bridge.

(c)	Any reimbursement of directors and/or management costs and expenses incurred in the ordinary course of business under arrangements or policies in effect as of January 1, 2022.

(d)	The accrual, compounding and/or any payment of interest on the Shareholder Indebtedness to the extent required by the Shareholder Indebtedness Agreements in effect as of the Locked Box Date.

(e)

Any matter undertaken at the written request or with the written agreement (including pursuant to this Agreement or any other Transaction Document) of the Buyer before Completion (including, for the avoidance of doubt, the payment of any amounts in relation to any directors’ and officers’ liability insurance policy as envisaged in Clause 6.3).

(f)	Any Leakage to the extent refunded to the Buyer or the Group in cash prior to Completion without cost or liability to the Buyer or the Group.

(g)	Any Taxation or amount in respect thereof incurred by any Group Member in connection with any matter referred to in paragraph (a) or (c) through (e) above.

SCHEDULE 5

 

DEFINITIONS AND INTERPRETATION

1	DEFINITIONS AND INTERPRETATION

 

1.1	In this Agreement the following terms have the following meanings:

 

“Accounts”	the (i) unaudited consolidated financial statements for the Group (other than the Company) for the financial year ended 31 December 2021; and (ii) unaudited financial statements of the Company for the financial year ended 31 December 2021;
“Acquisition Proposal”	has the meaning given in Clause 4.6 (Third-Party Proposals);
“Action”	any claim, action, cause of action, lawsuit, arbitration, audit, proceeding, litigation, civil, criminal, administrative, regulatory or otherwise, whether at law or in equity, in each case, before any Governmental Entity or arbitration tribunal.
“Affiliate”	in respect of a person, its direct and indirect subsidiary undertakings, parent undertakings and the subsidiary undertakings of such parent undertakings, provided that the Seller’s Affiliates shall not include: (a) any of the Group Members; (b) any person excluded from the definition of Sponsor Entity pursuant to sub-paragraph (a) thereof; or (c), any limited partners of: (x) Sun Capital Partners VI, L.P. or (y) any funds managed or advised by Sun European Partners, LLP and/or Sun Capital Advisors L.P. and/or its Affiliates;
“Announcement”	the public announcement(s) in the agreed form or as agreed in writing between the Buyer and the Seller (with email confirmation being sufficient for this purpose);
“Business Day”	any day other than a Saturday or Sunday on which banks are normally open for general banking business in London (England) and New York (USA);
“Business Plan”	the business plan for the Group as set out in folder 2.9.2 of the Data Room;
“Buyer Conditions”	has the meaning given in Clause 3.1(e) (Conditions and Termination);
“Buyer Indemnitee”	has the meaning given in Clause 6.7 (Indemnification);

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“Chinese Lease”	the lease agreements between Sheng Ding Real Estate Development Co., Ltd. (惠州盛鼎房地产开发有限公司) as landlord and Comax China as tenant in relation to the properties located at No. 65 community, Huitai Industrial Zone, Huizhou: (a) the Real Estate Lease Agreement dated 9 December 2011 in respect of the lease of the old plant with a total construction area of 16222.92 square meters for a term of 10 years; (b) the Real Estate Lease Agreement dated 9 December 2011 in respect of the lease of the employee dormitory with a total construction area of 15067.6 square meters for a term of 10 years; (c) the Real Estate Lease Agreement dated 31 May 2013 in respect of the lease of the new plant with a total construction area of 12370.46 square meters from June 1 2013 and expiring on the same day with the other two leases; (d) two supplemental agreements dated 12 April 2012 and 15 March 2013 in respect of the starting date of the leases above and other ancillary issues; and (e) the renewal agreement dated 22 February 2022 to extend the lease term of all the three leases above to 20 Mar 2025;
“Chinese Sublease”	the purported real estate sublease agreement among Sheng Ding Real Estate Development Co., Ltd. (惠州盛鼎房地产开发有限公司) as landlord, Comax China as sublessor and Huizhou Jinxin Consulting Ltd (惠州市金鑫咨询有限公司) as sublessee dated 30 October 2019 in respect of the sublease of the China Factory Lease from 6 March 2022 to 5 March 2032;
“Comax China”	Comax Electronics (Huizhou) Company Limited (高铭电子（惠州）有限公司)
“Company”	Beit Holdings, LLC, a limited liability company formed in Delaware, USA (registered number 7654209), whose registered office is at 1209 Orange Street, Wilmington, DE 19801, USA;
“Completion”	completion of the sale and purchase of the Units in accordance with the provisions of this Agreement;
“Completion Date”	the date on which Completion occurs;
“Conditions”	the conditions precedent to Completion of the sale and purchase of the Units set out in Clause 3.1 (Conditions and Termination);
“Confidential Information”	has the meaning given in Clause 9.1 (Confidentiality and Announcements);
“Connected Person”	a member of the Seller’s Group and any person who is otherwise, at the date of this Agreement, connected with the Seller within the meaning of sections 1122 and 1123 of the Corporation Tax Act 2010 and, for the avoidance of doubt, any officer, director, employee, equityholder, agent, advisor, portfolio or investee entity, successor or assign of any member of the Seller’s Group;

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“Consideration”	the consideration for the sale and purchase of the Units as specified in Clause 2.1 (Consideration and Leakage);
“Covenant and Release Agreement”	the covenant and release agreement dated on or around the date hereof, entered into between the Buyer and the Covenantors (as defined therein);
“Data Room”	the Project Nimbus online data room hosted by Intralinks, as at 02:13am EST on 5 April 2022 as contained in the downloadable archive of the Data Room as made available to the Buyer on 5 April 2022 and on the USB to be delivered under Clause 4.3 (Pre-Completion Undertakings);
“Disclosed”	has the meaning given to it in the Warranty Deed;
“Disclosure Letter”	has the meaning given to it in the Warranty Deed;
“EIS Loans”	has the meaning given to it in limb (c) of the definition of Subject Indebtedness Agreements;
“Encumbrance”	any charge, mortgage, lien, pledge, option, equity, power of sale or voting, hypothecation, usufruct, retention of title, right of pre-emption, right of first refusal or offer or security interest or an agreement, arrangement or obligation to create any of the foregoing, other than transfer restrictions arising under applicable securities Laws;
“EUR 1M EIS Loan”	has the meaning given to it in limb (b) of the definition of Subject Indebtedness Agreements;
“EUR 2.4M EIS Loan”	has the meaning given to it in limb (c) of the definition of Subject Indebtedness Agreements;
“EV to Equity Bridge”	the enterprise value to equity bridge in respect of the Transaction in the agreed form;
“Exchange Rate”	in respect of the conversion of any currency into any other currency on any date, the closing mid-point rate for conversion of such currency into such other currency on such date or, if such date is not a Business Day, on the last Business Day before such date, in each case, as set out in the London edition of the Financial Times containing exchange rates applicable to such Business Day;
“Governmental Entity”	in relation to anywhere in the world, any supra-national, national, state, municipal or local government (including any subdivision, court, administrative agency or commission or other authority thereof) or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority, including the European Union;
“Group”	the Company and each of its Subsidiaries, particulars of which are contained in Part 1 (The Company) and Part 2 (The Subsidiaries) of Schedule 2, and “Group Member” shall be construed accordingly;

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“HSR Act”	has the meaning given in Clause 3.1(b) (Conditions and Termination);
“Indemnity Expiration Date”	has the meaning given in Clause 6.9 (Indemnification);
“Intercompany Indebtedness Agreements”	(a)	that certain subscription agreement dated 28 May 2020 entered into by and among, among others, NIH VI Beit Holdings S.à r.l. (as issuer), Tikehau Investment Management (as security agent), and Beit Holdings, LLC (as subscribers’ agent, bondholders’ agent and original subscriber) relating to the issuance of $15,000,000 in aggregate principal amount of secured bonds due 21 September 2024; and
	(b)	that certain master interest bearing loans agreement dated September 21, 2017, by and between NIH VI Beit Holdings S.à r.l. (as lender) and C&K Holdings, Inc. (as main borrower), as amended and restated on May 28, 2020;
“IRS”	means the Internal Revenue Service of the United States
“Law”	all applicable legislation, statutes, transposed directives, regulations, decrees, ordinances, instruments, codes and other legislative or regulatory measures or decisions having the force of law of any state or country, treaties, conventions and other agreements between states or countries, or between states or countries and the European Union or other national or supranational authorities, and all judgments, decisions, orders, directives, recommendations, circulars or standards of any Governmental Entity, including any judicial or administrative interpretation thereof;

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“Leakage”	any of the following which occurs or is conferred, assumed, incurred, or accrued after (and exclusive of) the Locked Box Date and on or before Completion:
	(a)	any dividend (in cash or kind) or distribution declared, paid or made (whether actual or deemed) by a Group Member to or for the benefit of the Seller or a Connected Person of the Seller;
	(b)	any payment made or accrued to, or liabilities assumed, indemnified, guaranteed, secured or incurred for the benefit of the Seller or a Connected Person of the Seller, including in respect of the Shareholder Indebtedness (whether in respect of principal, interest, break costs or otherwise), the issuance, redemption, purchase, repayment or any other return of capital of any share or loan capital or other securities issued by any Group Member or any other return or repayment of capital to the Seller or a Connected Person of the Seller;
	(c)	the waiver, deferral, forgiveness, release or discount by any Group Member of any sum, claim, amount or benefit owed to that Group Member by the Seller or a Connected Person of the Seller;
	(d)	the purchase by any Group Member from the Seller or a Connected Person of the Seller of any assets;
	(e)	the transfer by any Group Member to the Seller or a Connected Person of the Seller of any assets;
	(f)	any payment, assumption, incurrence or accrual by any Group Member of any fees, costs or expenses of any professional adviser to any person in connection with the Transaction;
	(g)	the payment of management, consulting, transaction, monitoring, directors’ or service or other similar fees, costs or expenses by any Group Member to the Seller or a Connected Person of the Seller;
	(h)	the payment of any costs or fees in connection with the termination of the Related Party Agreements at or prior to the Completion by any Group Member to the Seller or a Connected Person of the Seller;
	(i)	any gift or gratuitous payment by any Group Member to or for the benefit of the Seller or a Connected Person of the Seller;
	(j)	any transaction bonus, fee or amount (or other similar compensation or benefits) accrued, incurred, paid or payable by any Group Member to any employee, consultant, advisor, manager, director or other officer of any Group Member, the Seller or a Connected Person of the Seller triggered by, or otherwise payable in connection with, the execution of this Agreement or the consummation of the transactions contemplated by this Agreement;
	(k)	any Encumbrance made, created or granted over the assets, rights or other interests of any Group Member by or for the benefit of the Seller or a Connected Person of the Seller;
	(l)	any agreement or arrangement made or entered into by a Group Member that would require a Group Member to do or give effect to any matter referred to in (a) to (k) above; and
	(m)	any Taxation or amount in respect thereof incurred by any Group Member in connection with any matter referred to in (a) to (l) above,
	but excluding (without duplication of any amounts) any Permitted Leakage and any amount in respect of VAT which is recoverable as input tax by a Group Member or representative member of the VAT group of which that Group Member is a member (unless such representative member is a member of the Seller’s Group other than a Group Member), and Leakage shall be calculated net of (to the extent attributable to the relevant items of Leakage or any payment or reimbursement made or to be made by the Seller in respect of such Leakage and actually recoverable) Relief arising to a Group Member which results in a reduction of Taxes actually payable or is a refund of Taxes in each case in the taxable year in which the Relief arose;

34

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“Leakage Claim”	any claim, proceeding, suit or action against the Seller in respect of any demand for payment arising under or pursuant to Clauses 2.3 to 2.4 (Consideration and Leakage) (inclusive);
“Limited Partner”	a limited partner of (x) Sun Capital Partners VI, L.P. or (y) any funds managed or advised by Sun European Partners, LLP and/or Sun Capital Advisors L.P. and/or its Affiliates;
“Locked Box Accounts”	the accounts in the agreed form, which have been extracted from the Accounts;
“Locked Box Date”	31 December 2021;
“Long Stop Date”	the date which falls five months from and excluding the date of this Agreement; provided, however, that if as of immediately prior to such time, all the Conditions, other than the Seller Condition or the French FDI Condition, shall have been satisfied, the Long Stop Date may be extended by sixty days by either the Buyer or the Seller by written notice to the other party, which date shall thereafter be deemed to be the Long Stop Date;
“Loss”	has the meaning given in Clause 6.7 (Indemnification);
“Notified Leakage”	has the meaning given in Clause 5.1 (Completion)
“Permitted Leakage”	any payment, liability or matter set out or referred to in Schedule 4 (Permitted Leakage);
“PRC”	the People’s Republic of China (and any political subdivision thereof) and for the purpose of this Agreement only shall exclude Hong Kong, Macau Special Administrative Region and Taiwan (and in each case any political subdivision thereof);
“Public Notice 7”	the Notice Regarding Certain Corporate Income Tax Matters on Indirect Transfer of Properties by Non-Tax Resident Enterprises (Public Notice [2015] No.7) issued by the State Administration of Taxation of the People’s Republic of China (国家税务总局关于非居民企业间接转让财产企业所得税若干问题的公告), effective as of February 3, 2015, (including subsequent amending provisions, as well as any interpretations or procedural rules related thereto);
“Public Notice 7 Filing”	has the meaning given in Clause 13.1(e);

 

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“Public Notice 7 Filing Documents”	has the meaning given in Clause 13.1(e);
“Regulatory Condition”	has the meaning given in Clause 3.1(b) (Conditions and Termination);
“Related Party Agreement”	binding agreements, arrangements or understandings between or among any Group Member, on the one hand, and Seller or any of its Affiliates or beneficial owners, on the other hand (other than any employment agreement or arrangement entered into in the ordinary course of business with an officer or employee of any Group Member, in their capacity as such);
“Relief”	any relief, loss, allowance, exemption, set off, deduction or credit in computing Taxation, or profits, income, or gains for Taxation purposes;
“Released Causes of Action”	has the meaning given in Clause 6.6 (Waiver);
“Released Parties”	has the meaning given in Clause 6.6 (Waiver);
“Releasing Parties”	has the meaning given in Clause 6.6 (Waiver);
“Restricted Matter”	each of the matters listed in Schedule 3 (Restricted Matters);
“Resigning Director”	each of Mark Hajduch and Laura Spitoni and any other director of the Company that the Buyer requests (at least five Business Days prior to Completion) to have resign from service as a director;
“Reverse Equity Commitment Letter”	the reverse equity commitment letter dated on or around the date hereof, between Sun Capital Partners VI, L.P., the Seller and the Buyer;
“Seller”	has the meaning given to it in Recital (1);
“Seller Claim”	any claim, proceeding, suit or action against the Seller in respect of any breach of any warranty set forth in this Agreement, and for the avoidance of doubt excluding any Leakage Claim;
“Seller Condition”	has the meaning given in Clause 3.1 (Conditions and Termination);
“Seller Representatives”	has the meaning given in Clause 4.6 (Third-Party Proposals);
“Seller Warranty”	a statement set out in Clause 7.1 (Warranties) and “Seller Warranties” means all such statements;
“Seller’s Account”	the Seller’s bank account, details of which are:   Account name: Sun Capital Partners VI, L.P. Bank: Wells Fargo Bank, N.A. Address: 420 Montgomery Street, San Francisco, CA, 94104 Account number: 4942298290 SWIFT: WFBIUS6S ABA number: 121-000-248

 

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“Seller’s Group”	the Seller and its Affiliates (which includes the Sponsor Entity), and “member of the Seller’s Group” shall be construed accordingly;
“Shareholder Indebtedness”	all amounts (including of principal, interest and break costs (if any)) in respect of, the Shareholder Indebtedness Arrangements;
“Shareholder Indebtedness Arrangements”	the $44,392,295 in aggregate principal amount of promissory notes due 30 March 2024, issued by Tres Holdings, LLC pursuant to a promissory note grid dated 20 September 2017;
“Sponsor Entity”	Sun Capital Partners VI, L.P. and the funds managed or advised by Sun European Partners, LLP and/or its Affiliates, but excluding in any event: (a) any portfolio or investee entity of any of the foregoing; and (b) any fund managed by Sun European Partners, LLP and/or its Affiliates which is not an indirect shareholder of the Seller;
“Subject Indebtedness”	all amounts (including of principal, interest, break costs, fees, costs, expenses and indemnity payments) owed by any Group Member under the Subject Indebtedness Agreements;
“Subject Indebtedness Agreements”	(a)	the €500,000 in aggregate principal amount of loans under a loan agreement dated 24 October / 1 November 2012, entered into between E.I.S. Electronics GmbH (as borrower) and Commerzbank AG (as lender);
	(b)	the €1,000,000 in aggregate principal amount of loans under a loan agreement dated 30 July 2020, entered into between E.I.S. Electronics GmbH (as borrower) and Weser-Elbe Sparkasse (as lender) (the “EUR 1M EIS Loan”);
	(c)	the €2,400,000 in aggregate principal amount of loans under a loan agreement dated 4 January 2022 / 23 February 2022 between E.I.S. Electronics GmbH (as borrower) and Weser-Elbe Sparkasse (as lender) (the “EUR 2.4M EIS Loan” and together with the EUR 1M EIS Loan, the “EIS Loans”); and
	(d)	the €10,000,000 in aggregate principal amount under a term loan agreement dated 14 May 2020, entered into among C&K Components SAS (as borrower), Société Générale (as lender), and the French State (as guarantor);
“Subsidiaries”	each of the subsidiary undertakings of the Company, particulars of which are contained in Part 2 (The Subsidiaries) of Schedule 2, and “Subsidiary” shall be construed accordingly;
“Surviving Provisions”	Clauses 1 (Interpretation), 3.9 (Termination), 5.4(c) (Completion), 8.1 (Limitations on liability), 9 (Confidentiality and announcements), 11 (Entire agreement) and 13 (General);

37

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“Tax” and “Taxation”	all forms of taxation, contributions, duties, imposts and levies imposed, assessed or collected by a Tax Authority in any jurisdiction, whether by withholding or otherwise, including any interest, fine, penalty, addition or surcharge levied in connection therewith;
“Tax Authority”	any local, municipal, governmental, federal, state or other fiscal, revenue, customs or excise authority, body, agency or official competent to impose, assess or collect a liability to Tax;
“Tax Return”	any return, computation, notice declaration, claim for refund, report, information return or other document (including schedules or any related or supporting statement, information or attachment and including any amendment thereof) filed or required to be filed with any Governmental Entity in connection with the determination, assessment or collection of any Tax or the administration of any laws relating to any Tax;
“Third Party Claim”	has the meaning given in Clause 6.12 (Indemnification);
“Third Party Indebtedness”	all amounts (including of principal, interest, break costs, fees, costs, expenses and indemnity payments) which must be paid by any Group Member to discharge all of its, all other Group Members’ and the Seller’s obligations under the Third Party Indebtedness Agreements in full at Completion;
“Third Party Indebtedness Agreements”	(a)	that certain subscription agreement dated 21 September 2017 entered into between, among others, NIH VI Beit Holdings S.à r.l. (as issuer) and Tikehau Investment Management (as bondholders’ agent, USD bondholders’ agent and security agent) relating to the issuance of €32,844,000 in aggregate principal amount of secured bonds due 21 September 2023, as amended on 20 May 2020; and
	(b)	that certain subscription agreement dated 21 September 2017 entered into between, among others, NIH VI Beit Holdings S.à r.l. (as issuer) and Tikehau Investment Management (as bondholders’ agent, USD bondholders’ agent and security agent) relating to the issuance of $91,000,000 in aggregate principal amount of secured bonds due 21 September 2023, as amended on 20 May 2020;
“Transaction”	the sale of the Units to the Buyer by the Seller pursuant to this Agreement;
“Transaction Documents”	this Agreement, the Warranty Deed, the Disclosure Letter, the Reverse Equity Commitment Letter, the Covenant and Release Agreement, and the documents in the agreed form under, or executed or delivered pursuant to or to be executed or delivered pursuant to, any of the foregoing;

38

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“Units”	the authorised capital stock of the Company, details of which are set out in Part 1 (The Seller) of Schedule 2;
“VAT”	(a)	any tax imposed in compliance with the council directive of 28 November 2006 on the common system of value added tax (EC Directive 2006/112) (including, in relation to the United Kingdom, value added tax imposed by the Value Added Tax Act 1994 and legislation and regulations supplemental thereto); and
	(b)	any other tax of a similar nature (including sales tax, use tax, consumption tax and goods and services tax), whether imposed in a member state of the European Union in substitution for, or levied in addition to, such tax referred to in (a), or elsewhere;
“Warrantor”	has the meaning given to it in the Warranty Deed;
“Warranty Deed”	the warranty deed to be entered into on or around the date of this Agreement between the Warrantors and the Buyer; and
“W-8BEN-E Forms”	means the documents (including but not limited to IRS Form W-8BEN-E) required to establish that no withholding is or was required under Chapter 3 or Chapter 4 of the U.S. Internal Revenue Code of 1986, as amended, and any Treasury Regulations promulgated thereunder, official administrative interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the U.S. Internal Revenue Code of 1986, as amended, and any intergovernmental agreements or any legislation, rules or official administrative practices adopted pursuant to any intergovernmental agreement implementing the foregoing, and to comply with any applicable information reporting requirements in respect of interest paid by any Group Member pursuant to the Third Party Indebtedness Agreements.

1.2	In this Agreement unless otherwise specified:

 

(a)

defined terms shall have the meanings set out in Clause 1.1 (Definitions and Interpretation);

 

(b)

references to “subsidiary undertaking” and “parent undertaking” shall be construed in accordance with section 1162 of the Companies Act 2006. A “subsidiary” and a “subsidiary undertaking” shall include any person the shares or ownership interests in which are subject to security and where the legal title to the shares or ownership interests so secured are registered in the name of the secured party or its nominee pursuant to such security;

 

(c)

references to a “person” includes any individual, body corporate, trust, partnership, joint venture, unincorporated association or governmental, quasi-governmental, judicial or regulatory entity (or any department, agency or political sub-division of any such entity), in each case whether or not having a separate legal personality, and any reference to a “company” includes any company, corporation or other body corporate, limited partnership or limited liability partnership wherever and however incorporated or established;

 

(d)

references to a “party” mean the parties to this Agreement;

 

(e)

references to a document in the “agreed form” are to that document in the form agreed to by or on behalf of the Seller and the Buyer (either initialled by or on behalf of each party or specifically and expressly agreed by exchange of emails between the Buyer and the Seller, or their respective legal counsel, to be the agreed form document for the purposes of this Agreement);

 

(f)

the ejusdem generis principle of construction shall not apply to this Agreement. Accordingly, general words shall not be given a restrictive meaning by reason of their being preceded or followed by words indicating a particular class of acts, matters or things or by examples falling within the general words. Any phrase introduced by the terms “other”, “including”, “include” and “in particular” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms;

 

(g)

references to the singular include the plural and vice versa;

 

39

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(h)

references to a Clause or Schedule are to a clause or schedule of this Agreement, and references to this Agreement include the Schedules;

 

(i)

the headings in this Agreement do not affect its construction or interpretation;

 

(j)

references to a statute or a statutory provision include references to such statute or statutory provision as amended or re-enacted whether before or after the date of this Agreement and include all subordinate legislation made under the relevant statute whether before or after the date of this Agreement save where that amendment, re-enactment or subordinate legislation is made after the date of this Agreement and would extend or increase the liability of any party under this Agreement;

 

(k)

except as expressly stated otherwise in this Agreement, references to the time of day are to London time;

 

(l)

a reference to something being “in writing” or “written” includes any mode of representing or reproducing words in visible form that is capable of reproduction in hard copy form, including words transmitted by email but excluding any other form of electronic or digital communication;

 

(m)

“$” and “USD” means U.S. Dollars, being the lawful currency for the time being of the United States of America;

 

(n)

a reference to “ordinary course of business” shall mean the ordinary course of business consistent with past practice;

 

(o)

a reference to a document is a reference to that document as amended or modified from time to time in writing by the mutual consent of the parties; and

 

(p)

with respect to Schedule 3, the word “material” shall mean material in the context of the financial position of the Group as a whole.

 

40

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EXECUTED	)
For and on behalf of	)
CAYMAN NIH VI BEIT	)
HOLDINGS, L.P.	)
acting by	)
Cayman NIH VI Beit Holdings	)
Management, Ltd.	)	/s/ Melanie Paptestas

its general partner	Name: Melanie Paptestas
	Title: Director

[Nimbus – Signature page to SPA]

---

EXECUTED	)
For and on behalf of	)
LITTELFUSE, INC.	)	/s/ Ryan K. Stafford

	Name: Ryan K. Stafford
	Title: Executive Vice President, Chief Legal Officer and Corporate Secretary

[Nimbus – Signature page to SPA]

 

---

Exhibit 2.2

		Page
1	WARRANTIES	1
2	SECOND DISCLOSURE LETTER	2
3	INSURANCE	2
4	LIMITATIONS ON LIABILITY AND NOTICE OF AND CONDUCT OF CLAIMS	2
5	ASSIGNMENT	3
6	ENTIRE AGREEMENT	3
7	GENERAL	3
SCHEDULE 1 WARRANTORS
SCHEDULE 2 WARRANTIES		7
SCHEDULE 3 LIMITATIONS ON LIABILITY AND NOTICE OF AND CONDUCT OF CLAIMS		22
SCHEDULE 4 INFORMATION ABOUT THE COMPANY
SCHEDULE 5 TAX COVENANT		24
SCHEDULE 6 DEFINITIONS AND INTERPRETATION		31

(1)	Littelfuse, Inc., a corporation incorporated in Delaware, whose registered office is at 1209 Orange Street, Wilmington, New Castle County, Delaware, 19801, United States of America (the “Buyer”); and

(2)	those persons whose names and addresses are set out in Schedule 1 (each a “Warrantor” and together, the “Warrantors”).

(A)	The Warrantors are engaged in the management of the operations of the Group.

(B)	In connection with the sale of the Units to the Buyer pursuant to the Sale and Purchase Agreement (the “Transaction”), the Warrantors have agreed to give the Warranties and a Tax Covenant on and subject to the terms and conditions contained in this Deed.

1	WARRANTIES

1.1	Each Warrantor:

(a)

severally warrants to the Buyer that each of the Warranties is true and accurate as at the date of this Deed; and

(b)

will be deemed to severally warrant to the Buyer immediately prior to Completion that each of the Warranties is true and accurate at that time, as if references in the Warranties to “the date of this Deed” were references to the Completion Date.

1.2	The Exchange Warranties are qualified by matters Disclosed in the Disclosure Letter and/or in the Data Room, but not, for the avoidance of doubt, the matters Disclosed in the Second Disclosure Letter.

1.3	The Completion Warranties are qualified by matters which arise after the date of this Deed and are Disclosed in the Disclosure Letter, the Second Disclosure Letter and/or in the Data Room.

1.4	The Exchange Warranties, the Completion Warranties and, where applicable, the Tax Covenant are subject to the limitations and exclusions set out in Clause 4 (Limitations on Liability and Notice of and Conduct of Claims) and Schedule 3 (Limitations on liability and notice of conduct of claims).

1.5	Each of the Warranties shall be separate and independent and (unless expressly provided to the contrary) shall not be limited by reference to any of the other Warranties or by anything in this Deed.

1.6	Schedule 5 of this Deed shall apply with effect from Completion.

1.7

The Buyer acknowledges and agrees that it does not rely on and has not been induced to enter into this Deed on the basis of, and will (in the absence of fraud on the part of that Warrantor) make no claim against any Warrantor in respect of, any warranties, representations, covenants, undertakings or any other statement whatsoever, other than expressly set out in this Deed.

1.8	No warranty, express or implied, is given by any Warrantor whatsoever in respect of any budget, forecast or projection of any nature made or supplied by or on behalf of any person.

1.9

The Buyer undertakes to each of the Warrantors not (except in the case of fraud on the part of that Warrantor) to initiate or pursue (either directly or through any other person including without limitation any Group Member) proceedings of any kind against any present or former director, officer, employee or partner of any Group Member or the Seller, in each case in respect of this Deed (other than any of the Warrantors (but then strictly in accordance with the terms of this Deed)).

2	SECOND DISCLOSURE LETTER

2.1	No later than 5:00 p.m. on the fifth Business Day after satisfaction of all the Conditions, the Warrantors shall deliver to the Buyer (or procure the delivery to the Buyer of) a substantially final draft of the Second Disclosure Letter.

2.2	Prior to Completion, the Warrantors shall deliver to the Buyer (or procure the delivery to the Buyer of) the Second Disclosure Letter and any document or information expressly referred to in such letter that is not contained in the Data Room.

3

INSURANCE

3.1

The Buyer hereby confirms to the Warrantors that it has taken out the Warranty and Indemnity Insurance Policy and shall ensure that the Warranty and Indemnity Insurance Policy includes an express waiver (the “Subrogation Waiver”) of any rights of subrogation against any Warrantor (except in the case of fraud by a Warrantor, in which case such waiver shall cease to apply in respect of that Warrantor only) and shall deliver to the Warrantor’s Representative the signed Warranty and Indemnity Insurance Policy evidencing the term of such waiver on or before the date of this Deed.

3.2	The Buyer shall not amend the Subrogation Waiver without the prior written consent of the Warrantors.

3.3

The Buyer acknowledges that there shall not be any excess or any other amount payable by the Warrantors under the Warranty and Indemnity Insurance Policy and the Buyer shall be solely responsible for the payment of the insurance premium to the warranty and indemnity insurer of the Warranty and Indemnity Insurance Policy.

3.4

The Buyer acknowledges and agrees that, irrespective of whether the Warranty and Indemnity Insurance Policy is procured; any non-satisfaction of the conditions to the Warranty and Indemnity Insurance Policy; any exclusions or non-insured Warranties under the Warranty and Indemnity Insurance Policy; any vitiation, expiry or termination of the Warranty and Indemnity Insurance Policy or non-payment or partial non-payment of a claim under the Warranty and Indemnity Insurance Policy; or any other failure of the insurer(s) under the Warranty and Indemnity Insurance Policy to cover, accept or make any payment for any claim,

(i)

its recourse against the Warrantors for any Claim pursuant to this Deed shall not exceed USD 1.00 in aggregate; and

(ii)

it shall have no right to, and shall not, commence or pursue any proceedings against a Warrantor in respect of a Claim,

4	LIMITATIONS ON LIABILITY AND NOTICE OF AND CONDUCT OF CLAIMS

5	ASSIGNMENT

6	ENTIRE AGREEMENT

6.1	This Deed and the Transaction Documents together constitute the entire agreement and understanding of the Parties and supersede any previous agreement between the Parties (whether written or oral) relating to the subject matter of this Deed.

6.2

Each of the Parties acknowledges and agrees that, in entering into this Deed, it does not rely on nor has it been induced to enter into this Deed and/or the other Transaction Documents by, and will have no remedy in respect of, any statement, representation, warranty, undertaking, assurance, promise, understanding or other provision (whether negligently or innocently made) of any person (whether a Party or not) other than as expressly set out in this Deed or another Transaction Document.

6.3	Save as expressly set out in this Deed, no Party shall be entitled to rescind, repudiate or terminate this Deed in any circumstances whatsoever at any time and each Party irrevocably and unconditionally waives any rights of rescission, repudiation or termination it may have.

6.4	Nothing in this Deed will operate to limit or exclude any liability for fraud or fraudulent misrepresentation.

7

GENERAL

7.1	Illegality and severance

7.2

Variation

7.3	Misrepresentation

7.4

Waiver

7.5

Costs

7.6	Rights of Third Parties

7.7	Effect of Completion

7.8	Counterparts

7.9

Notices

(a)

A notice or other communication given under this Deed will be in writing and signed by or on behalf of the person giving it and will be served by delivering it to the Party due to receive it at the address and email address set out in Clause 7.9(b) (General) and will be deemed to have been delivered in accordance with this Clause 7.9 (General).

(b)

The Parties’ addresses and e-mail addresses for the purposes of this Deed are:

(c)

A notice so addressed will be deemed to have been received:

(i)

if personally delivered, at the time of delivery;

(ii)

if sent by pre-paid first class post, recorded delivery or registered post, two (2) Business Days after the date of posting to the relevant address;

(iii)

if sent by registered air-mail, five (5) Business Days after the date of posting to the relevant address; and

(iv)

if sent by email, on completion of sending of the email by the sender, save that if the sender receives an automated “undeliverable” response such notice will be deemed not to have been delivered and that if such notice of communication is received after the end of normal working hours (and “normal working hours” will be deemed to be 8.30 a.m. to 5.30 p.m. on any Business Day in the country of the recipient), such notice or communication will be deemed to have been received on the next Business Day.

7.10	Warrantors’ Representative

7.11	Governing Law and Jurisdiction

(a)

This Deed and all matters (including any contractual or non-contractual obligation) arising from or connected with it are governed by, and will be construed in accordance with, the laws of England.

(b)

Each of the Parties irrevocably agrees that the courts of England are to have exclusive jurisdiction to settle any dispute, whether contractual or non-contractual, which may arise out of or in connection with this Deed and that accordingly any proceedings arising out of or in connection with this Deed shall be brought only in such courts. Each of the Parties irrevocably submits and agrees to submit to the jurisdiction of such courts and waives (and agrees not to raise) any objection to proceedings in such courts on the ground of venue or that proceedings have brought in an inconvenient forum or on any other ground.

1	CORPORATE MATTERS

(a)

The units listed in row 5 of Schedule 4 (Information about the Company) constitute all of the units in the capital of the Company.

(b)

The units or shares (or equivalent interests) listed in Schedule 2 of the Sale and Purchase Agreement constitute all of the issued and allotted units or shares (or equivalent interests) in the capital of the Group Members (other than the Company).

(c)

The units or shares (or equivalent interests) in the Company and Group Members have been properly and validly issued and allotted and are fully paid.

(d)

There are no Encumbrances on any units or shares (or equivalent interests) in any Group Member nor is there any agreement to create any such Encumbrance.

(e)

No person has any right (whether exercisable now or in the future and whether contingent or not) to call for the creation, allotment, issue, sale, transfer, redemption, disposition, acquisition or repayment of any share or unit (or equivalent interests) or loan capital in a Group Member (including, without limitation, any option, agreement or other arrangement (including conversion rights, rights of first refusal and rights of pre-emption)).

(f)

There are no outstanding stock appreciation, phantom stock, profit participation, conversion, preemptive, redemption, repurchase or other outstanding rights, warrants, or convertible, exercisable or exchangeable securities or other ownership interest in any Group Member or similar rights (whether exercisable now or in the future and whether contingent or not) with respect to any Group Member or its shares or units (or equivalent interests).

(g)

No Group Member has any outstanding bonds, debentures, notes or other obligations that provide the holders thereof the right to vote (or are convertible or exchangeable into or exercisable for securities having the right to vote) on any matter.

(h)

There are no contracts, voting trusts, proxies or understandings with any person relating to the voting, purchase or sale of the securities of any Group Member.

(i)

Neither the execution of this Deed or the other Transaction Documents nor the consummation of the Transaction will (i) violate or conflict with any Applicable Law or constitutional or organizational documents of any Group Member, (ii) constitute or result in a breach of, or give to any person any rights of pre-emption, termination, amendment, recapture, acceleration, payment or cancellation of, or result in the creation of any Encumbrance Right, or result in the enforcement by the beneficiary thereof of any put option, call option, security interest or other undertaking involving any property, asset or right of or relating to any Group Member, pursuant to any agreement to which any Group Member, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any person pursuant to, the constitutional or organizational documents of any Group Member, any contract to which any Group Member is a party or by which it or its properties or assets are bound.

2	ACQUISITIONS AND DISPOSALS

(a)

All material details of any acquisitions or disposals of any business, shares, or any material asset made in the past four (4) years (the “Acquisitions” and each an “Acquisition”) by any Group Member (including the acquisition or disposal of any member or former Group Member) together with all documentation relating thereto are included in folders 3.12.2 and 3.1.10 in the Data Room.

(b)

All consideration and deferred, adjustable or contingent consideration in connection with the acquisition, sale or disposal of any business, shares, or any material asset has been paid and no deferred, adjustable or contingent consideration remains outstanding or may become payable by the Group in respect of any of the Acquisitions.

3	CONSTITUTION

(a)

Data Room folders 3.1.3, 3.1.13, 3.12.1.1, 3.12.4.1 and 8.1.2.4.17 contain true, complete and accurate copies of the constitutional or organizational documents of each Group Member as of the date of this Deed and no Group Member is in violation of any provision of its constitutional or organizational documents. The statutory books and company registries of each Group Member (where required to be kept by Applicable Laws) have been properly kept in all material respects, are up to date and contain complete and accurate details of all matters required by Applicable Laws to be entered in such statutory books. All filings, publications, registrations and other formalities required by Applicable Law to be delivered or made by the Group Members to company registries in each relevant jurisdiction have been duly delivered or made on a timely basis in all material respects.

4

ACCOUNTS

(a)

The Accounts:

(i)

have been properly prepared from the books of accounts and ledgers of the Group Members in accordance with Applicable Law and US GAAP applied on a consistent basis;

(ii)

give a true and fair view of the state of assets, liabilities and financial position of the Group as at the Accounts Date and of its profit or loss, cash flows and results of operations for the financial year ended on that date.

(b)

The Locked Box Accounts:

(i)

have been prepared from the books of accounts and ledgers of the Group Members in accordance with Applicable Law and US GAAP applied on a consistent basis; and

(ii)

give a true and fair view of the state of assets, liabilities and financial position of the Group as at the Locked Box Date for the financial year ended on that date.

(c)

The historical financial statements of the Group provided in the Data Room with respect to the periods after December 31, 2021 have been prepared from the books of accounts and ledgers of the Group Members in accordance with Applicable Law and US GAAP applied on a consistent basis and give a true and fair view of the state of assets, liabilities and financial position of the Group as the dates thereof and of its profit or loss, cash flows and results of operations for the periods stated therein.

(d)

Except as specifically reflected or reserved against in the Locked Box Accounts (including the schedules thereto) or liabilities incurred since the Locked Box Date in the ordinary and usual course of business that would not reasonably be expected to be, individually or in the aggregate, material to the Group, taken as a whole, none of the Group Members has any off-balance sheet obligation (including guarantees, options or similar obligations) or other liability (whether or not it should have been recorded in the Locked Box Accounts according to the Group’s accounting policies, principles, practices, treatments, practices and categorisations).

(e)

The Group has devised and maintains processes of internal controls sufficient to provide reasonable assurances, on a monthly basis, that (i) that transactions are executed in accordance with the general or specific authorization of management of the Group, (ii) transactions are recorded to permit the preparation of the financial statements of the Group (including the Locked Box Accounts) in conformity with US GAAP and to maintain proper accountability for items and (iii) actual levels are compared with budgeted levels and the recorded accountability for assets is compared with the existing assets, in each case at reasonable intervals and appropriate action is taken with respect to any differences.

(f)

The Group, based on the most recent evaluation of internal control over financial reporting, have not identified (i) any significant deficiencies or material weaknesses in the design or implementation of internal controls over financial reporting that are reasonably likely to materially and adversely affect the Group’s ability to record, process, summarize and report financial information or (ii) any fraud that involves management or other employees of the Group who have a significant role in the Group’s internal controls.

(g)

To such Warrantor’s knowledge, the accounts and notes receivables reflected in the Locked Box Accounts are valid and enforceable claims and have been fully collected or are fully collectible in the ordinary and usual course of business (without need to commence any legal action or to appoint a collection agency), subject to the provisions for bad debts reflected in the Locked Box Accounts.

(h)

The Accounts are contained in folder 2.2.1 of the Data Room.

5	SUBSIDIARY UNDERTAKINGS

(a)

Each allotted and issued share of each Subsidiary Undertaking is legally and beneficially owned by the Company or another Group Member.

(b)

No Group Member has any interest in, or has agreed to acquire, any share capital or other security or interest of any other body corporate other than the Subsidiary Undertakings.

(c)

Each Group Member is duly organized and validly existing under Applicable Law.

(d)

Each Group Member has the corporate power and authority to own or lease all of its properties and assets and to carry on its businesses as presently conducted. Each Group Member is duly licensed or qualified to do business in each jurisdiction in which the properties owned or leased by it in or the operation of the business makes such licensing or qualification necessary, except where the failure to be so licensed or qualified would not, individually or in the aggregate, reasonably be expected to be material to the Group.

(e)

No Group Member is in default under, or in violation of, any material provision of its constitutional or organizational documents.

6	EVENTS SINCE THE ACCOUNTS DATE AND THE LOCKED BOX DATE

(i)

no Group Member has declared, made or paid any dividend or other distribution other than to any other Group Member;

(ii)

no Group Member has incurred any additional borrowings or any other indebtedness otherwise than in the ordinary and usual course of carrying on its business;

(iii)

the Group Members have conducted their activities in the ordinary and usual course of business;

(iv)

there has not been any material adverse change in the business, assets, results of operations or financial position of the Group, and to such Warrantor’s knowledge, no event, fact or matter has occurred that may be reasonably be expected to give rise to any such change; and

(v)

no Group Member has taken, or made any commitment to take, any action that would have required the Buyer’s consent pursuant to Clause 4.1 of the Sale and Purchase Agreement had Clause 4.1 of the Sale and Purchase Agreement been applicable during such period.

7	CONTRACTS AND COMMITMENTS

(a)

No Group Member has received written notice to avoid, terminate, repudiate, rescind disclaim, cancel, not renew, accelerate or materially amend the terms of a Material Contract nor has any party to a Material Contract given or threatened to give such notice, in each case in the twenty four (24) months immediately preceding the date of this Deed.

(b)

No Group Member has (within the twenty four (24) months immediately preceding the date of this Deed) received written notice of any claim for breach of any Material Contract.

(c)

All Material Contracts are valid and binding in accordance with their respective terms in all material respects and do not contravene, in any material respects, Applicable Laws.

(d)

The Group Members and, to such Warrantor’s knowledge, each other party thereto have complied with their respective obligations under the Material Contracts in all material respects and, to such Warrantor’s knowledge, no event has occurred which, after notice or lapse of time or both, constitutes a material default under, nor gives rise to any cancellation or threatened cancellation, termination, non-renewal, amendment or acceleration of any Material Contract or to the payment of any material penalty or indemnity whatsoever under any Material Contract.

(e)

The execution, delivery and performance by the Seller and the Company of the Transaction Documents and the consummation of the Transaction will not violate, conflict with, result in any breach of, constitute a default under, result in the termination or acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice under any Material Contract.

8	LITIGATION AND COMPLIANCE

(a)

No Group Member is involved, or has threatened to be involved, whether as claimant or defendant or other party in any claim, legal action, proceeding, suit, litigation, prosecution, investigation, enquiry, mediation or arbitration (other than as claimant in the collection of debts arising in the ordinary and usual course of its business) (i) where the amount in dispute exceeds USD 100,000 or (ii) which is otherwise material to the business of the Group.

(b)

No Group Member is currently undergoing, or during the past four (4) years has undergone, any investigation, disciplinary proceeding, enquiry, non-routine audit or non-routine visit by a regulatory authority, outstanding or anticipated, which relates to the business of that Group Member.

(c)

Copies of all Group Member-wide and, to such Warrantor’s knowledge, local compliance, risk management and internal audit policies currently in force and issued by the Group are contained in folders 3.10, 3.11, 3.12.1.4, 3.12.4.3, 8.1.2.6 and 8.1.2.7 of the Data Room.

(d)

No Group Member is affected by any existing or pending judgments or rulings, orders or decrees of any court or governmental authority or any expert determination or arbitral award.

(e)

All material licences, consents and authorisations required for the carrying on of the businesses of each Group Member in the manner and the place in which they are now carried on are valid, subsisting and being complied with in all material respects.

(f)

The Group Members operate, and have operated during the past four (4) years, their businesses and operations in all material respects in compliance with all Applicable Laws.

(g)

None of the Group Members or their respective Affiliates have received any written notice during the past four (4) years from any Governmental Entity with respect to a material violation and/or material failure to comply with any Applicable Law, relating to the Group Members or the businesses or operations thereof, or requiring it to take or refrain from taking any action. The Group Members have not received any written or, to such Warrantor’s knowledge, oral notification of investigation, disciplinary proceeding or enquiry and to such Warrantor’s knowledge there is no investigation, disciplinary proceeding or enquiry threatened against or relating to any of the Group Members. No Group Member is bound by any existing judgment, order or decree of, nor in the past four (4) years has given any continuing undertakings to, any Governmental Entity.

(h)

To such Warrantor’s knowledge, each Group Member has obtained each Governmental Authorization required for the conduct of their businesses and operations (the “Permits”). To such Warrantor’s knowledge, no event has occurred that would constitute a material breach or default or would cause termination or revocation of any such Permits. None of the Group Members or their respective Affiliates has received any written notice during the past four (4) years suggesting that a breach, default, termination or revocation has occurred or is likely to occur or that such Permit may be amended in any material respect, suspended or subject to a refusal to renew. The Group Members operate their businesses and operations as conducted at the date hereof in compliance in all material respects with the Permits. The Permits are held in the name of the applicable Group Member, are valid and are in full force and effect and have been complied with by each of the Group Members in all material respects during the past four (4) years. All applications required for the renewal of such Permits have been duly and timely filed with the appropriate Governmental Entity and all material declarations, reports and notices required pursuant to Applicable Laws and such Permits have been duly and timely filed.

9	INTELLECTUAL PROPERTY

(a)

Details of the Intellectual Property and domain names which are material to the Group (the “Material IP”) have been Disclosed to the Buyer in the Data Room including (i) patents and patent applications; (ii) registered and unregistered trademarks or service marks; (iii) registered copyrights and applications to register copyrights; and (iv) Internet domain names.

(b)

Each Group Member owns (i) all right, title and interest in and to the Material IP free and clear of all Encumbrances, or (ii) possesses adequate licences, consents or other permissions to use, all Intellectual Property necessary for the carrying on of the business of the Group Member in the manner in, and to the extent to, which it is or has been conducted at the date of this Deed.

(c)

All Material IP is either exclusively legally and beneficially owned by a Group Member or is lawfully used by each Group Member under a licence from or with the consent or other permission of the owner.

(d)

The Material IP is to such Warrantor’s knowledge, (i) valid, subsisting and enforceable, (ii) in compliance with any and all legal requirements necessary to maintain the validity and enforceability thereof, and (iii) not subject to any outstanding order adversely affecting a Group Member’s use thereof or rights thereto, or that would impair the validity or enforceability thereof. There are no actions or proceedings pending, and there have been no actions or proceedings pending, settled, or otherwise compromised, decided, or asserted, or threatened in writing or, to such Warrantor’s knowledge, otherwise threatened, challenging the ownership, scope, validity, registrability, enforceability, or use of, or licensed right to use, the Material IP.

(e)

Each Group Member secured valid written waivers of all moral, common law or statutory rights, including any rights to compensation, remuneration or royalties in connection with service inventions, from all consultants, contractors, and employees, present and former, who contributed to the creation or development of any of the Material IP, and a valid and enforceable written assignment of the Material IP to those contributions.  Each current or former employee, officer, director, consultant, contractor, founder and advisor who develops or has developed for or on behalf of a Group Member, any Intellectual Property relating to the business of the Group Member, has executed and delivered to the Group Member a written agreement, that validly and irrevocably assigns to the Group Member all Intellectual Property created, developed, written, invented, conceived or discovered in connection with their engagement.

(f)

No Group Member has entered into any Intellectual Property related agreements under which any Person has been granted rights by the Group Member to any of the Material IP. No Group Member has entered into any Intellectual Property related agreements under which rights have been granted to a Group Member for any Intellectual Property of a third-party.

(g)

There are no actions that must be taken by any Group Member within ninety (90) days of the Completion Date that, if not taken, will result in the loss of any Material IP, including the payment of any registration, maintenance or renewal fees or the filing of any responses to any patent and trademark office, actions, documents, applications or certificates for the purposes of obtaining, maintaining, perfecting or preserving or renewing any Material IP.

(h)

No Group Member uses or has used or requires any third-party software for the conduct of the business of the Group Member, except for such third-party software as may be readily obtained by license from third party vendors of that software on reasonable commercial terms.

(i)

Each Group Member has taken all necessary and appropriate steps to maintain the secrecy of all trade secrets and other confidential information of the Group Members and all confidential information obtained from third parties, including by entering into written non-disclosure agreements with all third parties to whom disclosure of confidential information and trade secrets is made, prior to that disclosure. All such non-disclosure agreements are in full force and effect and in good standing and no breach of any such non-disclosure agreement has occurred.

(j)

None of the Group Members have entered into or are otherwise bound by any contract with any Governmental Entity, nor any university, college, or other educational institution or research center (each, an “Institution”), for the development of products used in the business of any Group Member. No Material IP was developed with funding from, or using the facilities or resources of, any Governmental Entity or Institution. No Governmental Entity or Institution has any right, title, or interest in, or license to, any products or Material IP or the right to restrict the sale, licensing, distribution, transfer, or other commercialization or exploitation of any such products or Material IP of any Group Member. No Governmental Entity or Institution has any consent right relating to the sale, transfer, or delivery of any Material IP of a Group Member.

(k)

None of the Group Members has made any contribution, is bound by, or has agreed to be bound by, any contract which purports to license or potentially license any Material IP as a result of any contribution or disclosure to or participation in any SIG.

(l)

To such Warrantor’s knowledge: (i) the current operation of the business of a Group Member does not conflict with, infringe upon, misappropriate, or violate the Intellectual Property rights of any third party, (ii) none of the Group Members has misappropriated, used or disclosed without authorization any Intellectual Property of any third person, (iii) no Person is currently infringing or otherwise violating any Material IP, and (iv) no Group Member is the subject of any pending or threatened actions or legal proceeding, or has received any written notice of any infringement or violation of any Intellectual Property rights of any third party.

(m)

None of the Group Members or their Affiliates has commenced any actions or proceedings challenging the (i) Intellectual Property rights of any third party, (ii) unauthorized use, disclosure, infringement or misappropriation by any third person of any of the Material IP.

10	DATA PROTECTION AND CYBERSECURITY

(a)

Each Group Member complies, and during the past four (4) years has complied, in material respects with Data Protection Legislation, including through the ongoing implementation and ongoing monitoring of appropriate written policies, notices, logs and procedures and by safeguarding relevant transfers of personal data to and from another Group Member and third parties located outside the European Economic Area by way of a valid data transfer mechanism under Data Protection Legislation. Each Group Member: (i) maintains reasonably accurate and up-to-date records of their personal data processing activities; and (ii) has, where required, entered into contracts with its customers and vendors, that meet the requirements of Data Protection Legislation. Each Group Member has during the past four (4) years complied with all applicable requirements of its privacy policies.

(b)

In the past four (4) years, no Group Member has received notice alleging non-compliance with any Data Protection Legislation (including any enforcement notice, monetary penalty notice, deregistration notice, transfer prohibition notice or equivalent notice) from the local data protection authorities or any supervisory authority.

(c)

In the past four (4) years, there has been no personal data breach, or unauthorised access, use or modification, or other breach of security of personal data collected or maintained by or on behalf of any Group Member.

11	INSOLVENCY

(a)

No Insolvency Event has occurred in relation to a Group Member in the past four (4) years (or, if shorter, since that Group Member became a member of the Group).

(b)

No Group Member has in the past four (4) years proposed or intends to propose any arrangement of any type with its creditors or any group of creditors, whether by court process or otherwise, under which such creditors shall receive or be paid less than the amounts contractually or otherwise due to them.

12	ANTI-BRIBERY AND CORRUPTION

(a)

In the past four (4) years, no Group Member, nor any of their respective officers, directors, employees, agents or representatives has directly or indirectly:

(i)

paid, promised to pay or offered to pay, or authorised the payment of, any commission, bribe, pay-off or kickback related to any activities of the Group that violates any Applicable Law (including any Anti-Corruption Law) or entered into any agreement pursuant to which any such commission, bribe, pay-off or kickback may at any time be paid; or

(ii)

offered or given anything of value to influence the action of a public official, political party, party official, candidate for public office, or official of any public international organisation in order to obtain or retain business or other advantage in the conduct of business.

(b)

No Group Member has violated in the past four (4) years, or received any notice in the past four (4) years alleging any violation of any Anti-Corruption Law or Anti-Money Laundering Law. The Group Members have implemented and maintained commercially reasonable internal controls to prevent and detect such violations.

(c)

Neither the Group nor any of its officers, directors, employees, agents or representatives has in the past four (4) years engaged in any activity, practice or conduct which would reasonably be expected to constitute a breach of Applicable Laws, regulations and guidance relating to Sanctions. No Group Member has in the past four (4) years conducted any business, including the sale of products into, any country or territory that is subject to a comprehensive countrywide or region-wide trade or investment embargo under any Sanctions or otherwise subject to any Sanctions.

(d)

No Group Member is, and to such Warrantor’s knowledge no entity or individual who owns or controls any of the Group Members is, a Restricted Party. No Group Member has done in the past four (4) years, or is doing, business with a Restricted Party.

13	EMPLOYEES, REMUNERATION AND BENEFITS

(a)

Folder 8.1.4.10 in the Data Room contains details (on an anonymised basis) of: (i) the salary and remuneration information and other benefits, period of continuous employment and country of work of each Senior Employee; and (ii) the contract of employment of each Senior Employee.

(b)

No Group Member is under any obligation to make any material change in the basis of remuneration or other benefits paid or provided to any of its Employees other than salary or wage increases in the ordinary course of business (including mandatory general increases required by the applicable collective bargaining agreement, if relevant) and no material change in the remuneration, benefits and arrangements relating to the Employees is due or has been promised to take place within six (6) months from the date of this Deed.

(c)

No Senior Employee has given or received notice to terminate their employment or engagement.

(d)

Details of all material remuneration and benefits (including the Pension Schemes) plans, policies and agreements maintained by any Group Member have been provided in folders 3.7.4 and 3.7.6 and 3.7.15, 3.7.16, 3.7.22, 8.1.2.3.4, 8.1.2.3.9 in the Data Room.

(e)

Details of all material union recognition agreements, material collective agreements, material works council and material European works council agreements with trade unions or employee representative bodies relevant to the Employees have been provided in folders 3.7.8, 3.7.9, 8.1.2.4.12, 8.1.2.4.13 and 8.1.2.4.21 in the Data Room. None of Seller or any Group Member has any obligation under any of the foregoing agreements to provide notice of, consult with regarding, or receive approval of, any of the transactions contemplated by this Deed or the Sale and Purchase Agreement, either prior to, on or after the date of this Deed.

(f)

Each Group Member has duly complied with its obligations under the Pension Schemes in all material respects and all amounts due to be paid to the Pension Schemes have been paid in full when due.

(g)

Each Group Member has operated and complied with its obligations under the Employee Arrangements in all material respects, and each Employee Arrangement has been established, operated and administered in accordance with Applicable Laws in all material respects. Any Employee Arrangement that is intended to hold a tax-qualified status has been established and maintained as required to maintain such status, and nothing has occurred which would reasonably be expected to cause such status to cease to be so held.

(h)

Each Group Member is not and has not in the past four (4) years been involved in any dispute, claim or legal proceedings howsoever arising with or in relation to any current or former Employee or independent contractor who is a natural person, and there is no fact or matter in existence which is reasonably likely to give rise to any such dispute, claim or legal proceedings.

(i)

Neither the execution, delivery and performance of this Deed, the Sale and Purchase Agreement or the consummation of the Transaction will (alone or in combination with any other event): (A) entitle any current or former Employee, worker, self-employed contractor, officer or director of any Group Member to any severance pay or benefit, (B) result in any payment becoming due, or accelerate the time of payment or vesting of payments or benefits or increase the amount of any remuneration or benefits due to any such Employee, worker, self-employed contractor, officer or director, (C) trigger any funding obligation under any Employee Arrangement (including any Pension Scheme) or (D) limit or restrict the right to amend, terminate or transfer the assets of any Employee Arrangement.

14

INSURANCE

(a)

Folders 3.7.4.7, 3.12.1.7, 5.1 and 8.1.2.6.1 in the Data Room contains copies of the insurance policies of the Group. All premiums in respect of such policies have been duly paid to date and all the policies are in full force and effect. The Group Members are in compliance in all material respects with the terms of provisions of such insurance policies and the limits on such insurance policies have not been materially eroded, there are no gaps in historical limits, and the aggregate limits have not been exhausted by payment of claims. All claims of coverage in relation to the Group Members have been properly tendered to the appropriate insurance provider. There is no material claim in relation to the Group Members that is pending under any of the insurances as to which coverage has been questioned, denied or disputed by the underwriters of such insurance.

(b)

Folder 8.1.2.6.6 in the Data Room contains details of all insurance claims in excess of US 100,000 made by any Group Member in the four (4) years prior to the date of this Deed.

15	FINANCIAL OBLIGATIONS

(a)

No Group Member has received written notice:

(i)

that it is in default under the terms of any of the term third party debt facilities outstanding or available to the Group Members (the “Facilities”); or

(ii)

to repay any of the Facilities in advance of their stated maturity.

(b)

Other than in respect of the Facilities or in the ordinary and usual course of trading, there is no outstanding guarantee, indemnity or similar assurance against loss or other security or arrangement having an effect equivalent to the granting of security given by, or for the benefit of, any Group Members.

(c)

No Group Member has entered into any material off balance sheet financing arrangements.

16

TAX

(a)

Returns and Information

(i)

All material Tax Returns which are or have been required by law to be made or given by each Group Member in the past four (4) years for any Taxation purpose (i) have been made or given within the requisite periods and on a proper basis; (ii) are not currently the subject of any dispute with or investigation by any Tax Authority; and (iii) are true, correct and complete in all material respects.

(ii)

Each Group Member is in possession of sufficient information or has reasonable access to such information (including any material books, accounts, records, invoices and information that form part of the Taxation or accounting arrangements of the Group Member) that it is required to maintain under applicable laws for the purposes of any Tax to enable it and/or its officers, employees or representatives to compute its liability to Taxation, and to meet any material legal obligation relating to Taxation or accounting matters.

(b)

Payment of Taxes

(c)

Disputes

(d)

Company Residence

(i)

Each Group Member is resident for Taxation purposes in its place of incorporation and has not in the past four (4) years been resident for Tax purposes anywhere else at any time since its incorporation.

(ii)

No Group Member has in the past four (4) years been assessed to pay Taxation by any Tax Authority outside its place of incorporation.

(e)

Grouping

(f)

Withholding

(g)

Statutes of Limitations

(h)

Tax Sharing Agreements

(i)

Post-Closing Income

(j)

Certain Tax-Deferred Transactions

(k)

Tax Classifications

(l)

Tax Rulings

(m)

Listed Transactions.

(n)

Tax Holidays

(o)

Transfer Pricing

(p)

Certain Liquidations

17

ASSETS

(a)

All material assets included in the Locked Box Accounts or acquired by any of the Group Members or which have otherwise arisen since the Locked Box Date, other than any assets disposed of or realised in the ordinary and usual course of trading are:

(i)

legally and beneficially owned by the Group Members; and

(ii)

where capable of possession, in the possession or under the Control of the relevant Group Member.

(b)

No Group Member is owed any sums other than trade debts incurred in the ordinary and usual course of business or sums owed by another Group Member.

(c)

No Group Member has factored, sold or discounted any of its debts.

(d)

At the Closing, the Group Members either will have good and valid title to, free and clear of all Encumbrances, or will have the legal right to use, all the assets, properties and rights necessary to conduct in all material respects their operations and businesses in the ordinary and usual course of business. Such assets comprise all of the assets, properties and rights of every type or description, whether real or personal, tangible or intangible, currently used in and material to the operation of the Group Members as currently conducted and are in good condition and repair in all material respects, subject to normal wear and tear.

18	REAL ESTATE

(a)

The Properties

(i)

The properties listed in document 8.1.2.4.2.1 of the Data Room comprise all of the owned properties held by the Group (the “Owned Properties”).

(ii)

Except for the Owned Properties, the properties listed in document 8.1.2.4.2.1 of the Data Room comprise all of the properties held under lease by the Group (the “Leased Properties”). Correct and complete copies of all leases or other occupancy agreements relating to Leased Property have been made available in folder 3.6.3, 3.12.1.5 and 8.1.2.4.20 of the Data Room.

(b)

Leased Properties

(i)

In respect of each Leased Property, the lease was validly granted (and remains in force) and the necessary consents have been obtained for the grant of the lease, the vesting of the leases in each subsequent tenant, and for the grant of any sub-lease.

(ii)

In respect of each Leased Property, there has been no material breach of any of the relevant leases and there are no arrears of rent or service charges payable by a Group Member under the terms of the lease of the Leased Property.

(iii)

In respect of each Leased Property, to such Warrantor’s knowledge, there is no event, fact or circumstance which would allow the lessor to terminate its lease agreement prior to the expiry of the term of such lease agreement. No Group Member has leased or otherwise granted to any person or entity the right to use or occupy any of the Leased Properties or any portion thereof. To such Warrantor’s knowledge, no event has occurred which could entitle a person to occupy or take possession of any Leased Property or challenge the relevant Group Member’s title or renewal right (if any).  The Leased Properties do not occupy or infringe the public domain and the activities of any Group Member do not occupy or infringe on the public domain.

(iv)

There are no material Encumbrances on any Leased Property. There is no outstanding notice or dispute as to any contravention of the relevant planning or zoning legislation or regulations or any alleged breach of the foregoing in relation to any Leased Property which would, if implemented or enforced, have a material adverse effect on the Group.

(v)

Except as would not have a material adverse effect on the Group, the Transaction does not require the consent of any other party to any lease agreements relating to any Leased Property and will not result in a breach of or default under such lease.

(c)

Owned Properties

(i)

The Group Members own good and valid fee simple title (with respect to jurisdictions that recognize such form of title or substantially similar title with respect to all other jurisdictions) to each of the Owned Properties, in each case free and clear of any Encumbrances.

(ii)

No Group Member has leased or otherwise granted to any person or entity the right to use or occupy any of the Owned Properties or any portion thereof. To such Warrantor’s knowledge, no event has occurred which could entitle a person to occupy or take possession of any Owned Property or challenge the relevant Group Member’s title. The Owned Properties do not occupy or infringe the public domain and the activities of any Group Member do not occupy or infringe on the public domain.

(iii)

The Group Members have not received written notice to the effect that there are any condemnation or eminent domain proceedings pending or threatened with respect to any of the Owned Properties.

(iv)

There are no written contracts for sale or ground lease, or letters of intent to sell or ground lease, any Owned Property or any material portion thereof.

(v)

The Group is in possession of title insurance policies or valid marked-up title commitments evidencing title insurance with respect to each Owned Property and no written claim has been made against any such title insurance policy.

19	ENVIRONMENT, HEALTH AND SAFETY

(a)

No Group Member is involved in, or has been threatened to be involved in, any civil, administrative or criminal litigation, proceedings or appeal, and no Group Member is the subject of or received notice of any investigation or formal enforcement action brought by a Governmental Entity, in each case which relates to any EHS Laws.

(b)

All EHS Permits which are material to the operation of the business of the Group have been obtained, are in force and are being and have been complied with.

(c)

The Group is and during the past four (4) years has been in material compliance with all EHS Laws.

(d)

No Group Member has generated, stored, released, disposed or arranged for disposal of, or exposed any person to, any Hazardous Substances in violation of any EHS Law, or owned or operated any real property contaminated by any Hazardous Substances in violation of any EHS Law. During the past four (4) years, there has not occurred any release, spill, emission, storage, treatment or disposal of any Hazardous Substances at any real property that would be expected to give rise to a material liability to any Group Member.

20	INFORMATION TECHNOLOGY

(a)

Each element of the IT Systems is owned by a Group Member or used under an agreement to which a Group Member is party.

(b)

The IT Systems perform materially in accordance with their manufacturer and/or contracted service specifications.

(c)

The IT Systems are adequate for the business of the Group as currently conducted and as contemplated by the Warrantors and all material aspects of the IT Systems are covered by maintenance and support arrangements.

(d)

All use and distribution of software and open source materials that is material to the IT Systems used by the Group or any Group Member is in material compliance with all open source licences applicable thereto. No Group Member has used any copyleft materials that are material to the IT Systems used by the Group in a manner that requires any software or products, or any portion thereof to be subject to copyleft licences or other restrictions or obligations that would have an adverse effect on the course of the business.

(e)

The Group Members have implemented and maintained: (i) adequate security measures to protect in all material respects the IT Systems, and the storage or transmission of data and information, from unauthorized access, use or modification; and (ii) adequate back-up procedures to ensure in all material respects recovery of data, information and continuation of the Group Members’ respective businesses and operations in the event of data loss, disaster or force majeure.

(f)

To such Warrantor’s knowledge, there have been no breakdowns, unplanned downtimes or service interruptions of, or breach, outage, unauthorised access to or unauthorised use of, the IT Systems, in each case, which have had (or are having) a material impact on the business of the Group.

(g)

To such Warrantor’s knowledge, the IT Systems are free of any disabling codes or instructions, including “time bombs,” “Trojan horses,” “back doors,” “trap doors” viruses, worms, bugs, faults or other software routines or hardware components that enable any person or entity to access without authorization or disable or erase any IT Systems or any data or information of the Group or otherwise significantly adversely affect the functionality of the IT Systems.

(h)

To such Warrantor’s knowledge, the Group Members have a commercially reasonable disaster recovery plan in place and has acted in a commercially reasonable manner to safeguard the IT Systems.

21

PRODUCTS

(a)

The Group owns, possesses or validly has the right to use all licenses, authorisations, permit, certifications, declarations and registrations granted by Authorities (“Product Registrations”) required to research, develop, manufacture, commercialize, distribute, test, use, store and sell the Products, except where the failure to so own, possess or validly have such right would not, individually or in the aggregate, materially impair the business operations of the Group.

(b)

All Products sold under the Product Registrations are manufactured and marketed in all material respects in accordance with the specifications and standards contained in such Product Registration.

(c)

None of the Group Members or any of their respective Affiliates have, in the past four (4) years, (i) been involved in any claim, legal action, proceeding, suit, litigation, prosecution, investigation, enquiry, mediation or arbitration with respect to product liability Law alleged defects, non-conformity, product defects and/or warranty claims and no such claim, legal action, proceeding, suit, litigation, prosecution, investigation, enquiry, mediation or arbitration has been threatened or (ii) received or given notice of any alleged defect or deficiency with respect to any product recall campaign or violation of any product liability Law.

(d)

No Group Member has been required by any Governmental Entity, or otherwise been required under Applicable Law, to make or issue any recall or withdrawal of, or safety alert, suspension, post-sale warning or other similar action with respect to, any Product and no recalls, withdrawals, safety alerts, suspensions, post-sale warnings or other similar actions are in effect or pending or contemplated, with any Product or business of the Group.

(e)

No Group Member or their respective Affiliates has received any written notice or claim during the past four (4) years from any competitor or Governmental Entity with respect to any actual or alleged breach of applicable Laws relating to any advertising and marketing of the Products, including regarding labels, catalogs, packaging and websites.

22

BROKERS

(a)

No Group Member has any liability or obligation to pay, directly or indirectly, any fees, expenses or commissions to any broker, finder, agent or other similar person with respect to this Deed, the other Transaction Documents and the Transaction.

23

CONSENTS

(a)

Except as provided in the Sale and Purchase Agreement, no consent, action, approval or authorisation of, and no registration, declaration, notification or filing with or to, any Governmental Entity is required to be obtained, or made, by any Group Member to authorise the performance or the execution (in the case of this agreement by the Warrantors) of this Deed or the Sale and Purchase Agreement and allow the consummation of the Transaction.

24	AFFILIATE TRANSACTIONS

(a)

Except for (a) advances to employees, officers and directors for expenses incurred in the ordinary and usual course of business and (b) any intercompany agreements among the Group Members, no officer, director, equityholder or Affiliate of any Group Member is a party to any contract, commitment or transaction with any Group Member or has any interest in any material property used by any member of any Group Member.

1	SOLE REMEDY

2	FINANCIAL AND TIME LIMITATIONS

(a)

Notwithstanding any other provisions of this Deed or the Sale and Purchase Agreement, the total aggregate liability of each Warrantor in respect of any Claim shall be divided equally among the Warrantors and the total aggregate liability (including interest, costs and expenses) of all the Warrantors in respect of any and all such Claims shall not, in any event, exceed USD 1.00. It is acknowledged and agreed by the Buyer that its only recourse under this Deed in respect of all Claims in excess of USD 1.00 shall be solely under the Warranty and Indemnity Insurance Policy (whether or not procured) and it shall seek recovery of all Claims in excess of USD 1.00 only under any Warranty and Indemnity Insurance Policy.

(b)

The Warrantors will not be liable for any Claim unless the Buyer notifies the Warrantors’ Representative of the Claim in any event on or before the expiry of: (i) three (3) years after the Completion Date in respect of any Claim (other than any Tax Claim); or (ii) seven (7) years after the Completion Date in respect of any Tax Claim, provided that, if a Claim is made, the Warrantors’ liability shall always be subject to the limitation set out in Clause 2(a) of this Schedule 3.

(c)

No Warrantor shall be liable in respect of any Claim (other than a Tax Covenant Claim) to the extent that it relates to a matter Disclosed in the Disclosure Letter, or where the Buyer had actual knowledge of the breach of such Warranty on or before the date of this Deed. For the purposes of this Schedule 3, actual knowledge means the actual knowledge of Ryan Stafford, Alexander Kuo and Deepak Nayar.

(d)

No Warrantor shall be liable in respect of any Claim (other than a Tax Covenant Claim) if and to the extent that the fact, matter, event or circumstance giving rise to such Claim is based on any expression of opinion or future intention or any speculation or assessment on or before the date of this Deed.

3	RECOVERY FROM A THIRD PARTY OR INSURER

4	OTHER LIMITATIONS

(a)

The Warrantors will not be liable for a Claim to the extent that a specific allowance, provision, reserve or any other negative value adjustment (in each case, in respect of the matter giving rise to the Claim) has been reflected in the EV to Equity Bridge, the Accounts or the Locked Box Accounts (including any amount by which the valuation of any asset has been reduced to take account of the subject matter of such Claim).

(b)

The Warrantors will not be liable in respect of any Claim (other than a Tax Claim, which shall be subject to the applicable provisions of the Tax Covenant) to the extent that such Claim is attributable to, arises as a result of, or is increased by:

(i)

any act, omission or transaction carried out after the date of this Deed by or at the written request of or with the prior written consent of the Buyer;

(ii)

any legislation not in force (and not announced) at the date of this Deed or to any change of law, regulation or requirement or any increase in the rates of, Taxation or any imposition of Taxation not in effect (and not announced) at the date of this Deed;

(iii)

anything expressly required to be done or omitted to be done pursuant to this Deed or any Transaction Document;

(iv)

any change after Completion, at the direction of the Buyer, in the accounting bases, policies, practices or methods applied in preparing any accounts or valuing any assets of the Group from those used in preparing the Locked Box Accounts, other than any such change which is required to comply with Law or generally accepted accounting practice applicable to the relevant Group Member at Completion.

(c)

The Warrantors will not be liable in respect of any Claim (other than a Tax Claim, which shall be subject to the applicable provisions of the Tax Covenant) to the extent that such Claim is for (i) Leakage taken into account in the calculation of the Consideration under clause 2.1 of the Sale and Purchase Agreement, (ii) Leakage recovered by the Buyer pursuant to clause 2.3 of the Sale and Purchase Agreement or (iii) Leakage repaid or reimbursed to the relevant Group Member in cash in accordance with Clause 2.3 of the Sale and Purchase Agreement.

(d)

Nothing in this Deed will in any way restrict or limit the general obligation at law of the Buyer and the Group to mitigate any loss or damage which it may suffer in consequence of any breach by the Warrantors of this Deed or any fact, matter or circumstance giving rise to a Claim (other than a Tax Covenant Claim).

(e)

Without prejudice to paragraph 3, the Buyer agrees that it will not be entitled to recover damages or make any claim for or obtain payment, reimbursement, restitution or indemnity more than once in respect of the same loss.

5	FRAUD; EXCLUSIONS

(a)

Notwithstanding anything to the contrary in this Schedule 3, none of the exclusions or limitations contained in this Schedule 3 shall apply to any claim against a Warrantor which arises or is increased as the consequence of, or which is delayed as a result of, fraud on the part of that Warrantor.

(b)

For the avoidance of doubt, none of the exclusions or limitations in this Schedule 3 or otherwise contained in this Deed shall apply to any rights of the Buyer arising under or otherwise in connection with the Sale and Purchase Agreement, including without limitation rights with respect to Leakage thereunder.

(c)

For purposes of determining whether there is any inaccuracy or breach of any Warranty and in calculating the extent of any loss or damage suffered or incurred by the Buyer, references to “materiality” or similar materiality qualifications contained in this agreement shall be disregarded; provided, that in no event shall “Material Contract” be read to mean “Contract” and provided further that the burden of disclosure and any other obligations of the Warrantors under or in connection this agreement shall not be affected by this paragraph.

SCHEDULE 5

 

TAX COVENANT

 

1	DEFINITIONS

 

1.1	In this schedule, unless the context requires otherwise, the following words and expressions have the following meanings:

 

“Accounts Relief”

any Relief which appears or has been taken into account as an asset in the Locked Box Accounts or has been taken into account in reducing or eliminating any provision for deferred tax which appears in the Locked Box Accounts (or which, but for the presumed availability of such Relief, would have appeared in the Locked Box Accounts);

 

“Actual Tax Liability”

any liability to make or suffer a payment of (or in respect of) Tax whether or not presently payable and whether or not satisfied at Completion and regardless of whether chargeable primarily against a Group Member and whether recovery is available from any other person, and the amount of the Actual Tax Liability shall be the amount of the payment;

 

“Balancing Payment”

(a) a payment for Group Relief; (b) a transfer pricing balancing payment; (c) a payment in connection with an election pursuant to which either (i) a gain or loss which accrues or is treated as accruing to one company is treated as accruing to another company or (ii) one company undertakes sole responsibility for discharging another person’s liability to Tax; or (d) any other payment in consideration of one person (i) making Relief available to the other or (ii) assuming another’s liability to Tax and in each case, for this purpose payment includes a right to or provision of non-cash consideration;

“Business Day”

any day, other than a Saturday or a Sunday, on which banks in the City of London and in New York City, USA are open for ordinary banking business;

“Buyer’s Group”

the Buyer and those companies (other than the Group) which are treated for any Tax purpose as being, or as having at any time been, either a member of the same group of companies as the Buyer or otherwise connected or associated with the Buyer;

 

“Buyer’s Relief”

(a) any Accounts Relief; (b) any Relief arising to a Group Member as a consequence of, or in respect of, an Event (or period) occurring after the Locked Box Date but on or before Completion (other than an Event occurring outside the ordinary course of business of the relevant Group Member); (c) any Relief arising to a Group Member as a consequence of, or in respect of, an Event or period occurring after Completion; and (d)  any Relief arising to a member of the Buyer’s Group (whenever so arising);

“Consideration”

has the meaning given in the Sale and Purchase Agreement;

“Deemed Tax Liability”

(a) the loss of any Accounts Relief, in which case the amount of the Deemed Tax Liability shall be the amount of Tax which would have been saved (on the assumption that there are sufficient profits or Tax liabilities against which to set the Relief and on the basis of the rates of Tax taken into account for the purpose of reflecting the Accounts Relief in the Locked Box Accounts) if that Accounts Relief had not been lost and had been fully used or set off or, where the relevant Accounts Relief is a prepayment of Tax or a right to a repayment of Tax, the amount of the prepayment or repayment;

“Degrouping Charge”

any liability to Tax of a Group Member by reason of the Group Member ceasing to be treated as a member of a group of companies for any Tax purpose;

 

“Event”

any event, act, omission, occurrence or transaction of whatever nature (whether or not a Group Member is a party thereto) including Completion itself, the acquisition, disposal or realisation of any asset, the making of any claim or election, any change in the residence of any person and the death, winding up or dissolution of any person; and any reference to an Event occurring at a particular time shall include a reference to an Event which for Tax purposes is deemed to have, or is treated or regarded as having, occurred at that time;

“Group Relief”

means any Relief which may be surrendered, transferred, allocated or claimed between companies treated as members of the same group for Tax purposes;

 

“Relevant Liability”

the Tax Liability, liability or matter which would otherwise give rise to a liability of the Warrantors under this schedule or a liability for breach of the Tax Warranties;

 

“Relief”

any relief, loss, allowance, exemption, set-off, deduction or credit in respect of any Tax or relevant to the computation of any income, profits or gains for the purposes of any Tax, and any prepayment of Tax or right to a repayment of Tax;

“Seller’s Relief”

any Relief arising to a Group Member other than a Buyer’s Relief; and

1.2	For the purposes of this schedule, any liability of a Group Member to any interest, fine, penalty or surcharge shall be deemed for the purposes of this schedule to arise as a result of an Event occurring on or before Completion to the extent that it relates to:

(a)

any Actual Tax Liability or Deemed Tax Liability covered under this schedule or any other amount covered under paragraph 2.1 of this Schedule 5 (a “Covered Tax Liability”); or

(b)

any failure to comply with any reporting or other obligation relating to a Covered Tax Liability.

1.3	For the purposes of this schedule, where an Event which occurred (or is deemed to occur) on or before Completion itself gives rise to a Tax Liability, any action by a Tax Authority to:

(a)

quantify, notify or enforce the Tax Liability; or

(b)

to impose, quantify, notify or enforce any penalty, charge, surcharge, fine or interest as a result of that Event or in respect of that Tax Liability,

1.4	In interpreting this schedule:

(a)

references to income, profits or gains earned, accrued or received include income, profits or gains deemed to have been or treated or regarded as earned, accrued or received for Tax purposes. Profits earned on, after or before a certain date or in respect of a certain period include profits treated as, or deemed to be, earned on, after or before that date or in respect of that period for Tax purposes;

(b)

references to any payment, dividend or distribution shall include anything which is deemed to be a payment, dividend or distribution for Tax purposes;

(c)

references to an Event occurring on or before Completion include a series or combination of two or more Events, where at least one of those Events occurs on or before Completion outside the ordinary course of business of a Group Member and at least one of those Events occurs in the ordinary course of business of a Group Member on or after Completion;

(d)

references to the loss of a Relief or a right to any payment or other consideration include the loss, nullification, cancellation, clawback, non-availability, non-existence or reduction in amount of a Relief or right to any payment or other consideration but do not include the use of a Relief;

(e)

any repayment which a Group Member is required to make to a Tax Authority in respect of a tax credit which had previously been made to a Group Member (including, for the avoidance of doubt, any payment of research and development credit or similar) shall be deemed to be an Actual Tax Liability, and the claiming or acceptance by a Group Member of such payment previously made to it shall be deemed to be the Event which gave rise to such liability;

(f)

the expression “to the extent that” and similar expressions or phrases shall be construed as meaning “if, and if so only insofar as and to the extent that”, and provisions for or references to reducing, limiting or excluding the Warrantors’ liability “to the extent that” a condition is met shall be taken to mean that the Warrantors’ liability is reduced, limited or excluded only insofar and to the degree that the relevant condition is met;

(g)

references to any Tax Liability of a Group Member which results from any gains earned or received on or before Completion or any Event on or before Completion include a reference to any Tax Liability of a Group Member resulting from the sale of the Shares pursuant to this agreement (including any Degrouping Charge);

(h)

for the purposes of this schedule, and in particular for determining to what extent any liability to Tax arises in respect of or by reference to any income, profits or gains earned, accrued or received on or before Completion, the date of Completion shall be deemed to be an actual accounting date of the Group; and

(i)

unless otherwise provided, any reference in this schedule to a paragraph is to a paragraph in this schedule. Headings are for convenience only and shall not affect the construction or interpretation of this schedule.

2	COVENANT TO PAY

2.1	The Warrantors severally covenant to pay to the Buyer an amount equal to:

(a)

any Actual Tax Liability of a Group Member arising in respect of, by reference to or in consequence of:

(i)

any income, profits or gains earned, accrued or received, on or before Completion;

(ii)

any Event occurring on or before Completion; or

(iii)

the ownership, occupation or use of an asset (in each case on or before Completion) where the relevant Tax is imposed by reference to a period before Completion (and not by reference to income, profits or gains or an Event);

(b)

any Deemed Tax Liability;

(c)

any liability of a Group Member to pay any amount (other than to another Group Member) as transferee or successor or pursuant to an indemnity, guarantee, covenant, warranty or agreement entered into before Completion under which the Group Member has agreed to meet or pay a sum equivalent to or by reference to any other person’s liability to Tax;

(d)

any Actual Tax Liability of a Group Member which is a primary liability to Tax of another person (other than a Group Member) and which is payable by the Group Member by reason of the Group Member being at any time before Completion a member of the same affiliated, consolidated, combined, unitary, loss sharing or other group as such other person or otherwise connected with or related to such other person for Tax purposes;

(e)

any stamp duty, stamp duty land tax, real estate transfer taxes, sales taxes and other documentary, registration or transaction duties or other transfer Taxes, filing or notarial fees (and any connected interest, fines and penalties) chargeable on a document executed before Completion which would need to be paid in order to establish title of a Group Member to any asset or which is needed, or might be needed, to be given in evidence in any court or tribunal in connection with any cause of action arising before Completion (which shall for the purposes of this Schedule be deemed to be a liability to make an actual payment on the last day on which payment would have avoided any liability to interest or penalties), and the amount of the Taxation Liability shall be the amount of the stamp duty (and any interest, fines and penalties);

(f)

any reasonable costs and expenses properly incurred by, payable by or charged against the Buyer or a Group Member in connection with any liability or matter for which a successful claim is made by the Buyer under this schedule.

3	LIMITATIONS

3.1	The covenant in paragraph 2 shall not apply and no liability shall arise in respect of a breach of the Tax Warranties to the extent that:

(a)

the Relevant Liability is in respect of or by reference to income, profits or gains earned, accrued or received in the period, or any Event occurring, between the Locked Box Accounts Date and Completion in the ordinary course of business of the Group to the extent the Group Member retains the benefit of the income, profits or gains concerned at Completion or has expended such income, profits or gains prior to Completion in the ordinary course of its business;

(b)

the Relevant Liability arises directly as a result of an adjustment or change made after Completion to the accounting policy of the Group unless the change is necessary to conform the Group’s accounting policy with generally accepted US accounting practice as it applied at Completion;

(c)

the Relevant Liability arises as a result only of a change in legislation (other than legislation increasing any rate of Tax) or in the interpretation of legislation on the basis of case law, or any amendment to, or withdrawal of, any published practice of a Tax Authority, being in each case a change, amendment or withdrawal occurring, after Completion (other than a change targeted specifically at countering a tax avoidance scheme), whether or not purporting to be effective retrospectively;

(d)

the Relevant Liability would not have arisen but for an act, omission or transaction on the part of the Buyer or a Group Member after Completion which could reasonably have been avoided and of which the Buyer was aware or ought reasonably to have been aware would give rise to the Relevant Liability, unless that act, omission or transaction is required by law or takes place:

(i)

in the ordinary course of business of the Buyer or a Group Member carried on at Completion;

(ii)

pursuant to a legally binding commitment created on or before Completion;

(iii)

in order to avoid or mitigate a penalty (including, any required disclosure made by a Group Member to a Tax Authority in respect of the Group Member’s Tax affairs); or

(iv)

to establish title of a Group Member to any asset;

(e)

the Relevant Liability is Permitted Leakage; or

(f)

the Relevant Liability has been paid or discharged on or before Completion and such discharge or payment was reflected or taken into account in the Locked Box Accounts, provided that in relation to costs and expenses associated with a claim under this schedule or a claim for breach of the Tax Warranties this paragraph 3.1(f) shall only operate to the extent that the costs and expenses were themselves so allowed, provided, reserved or taken into account.

3.2

The provisions of Schedule 3 (Limitations on liability and notice of conduct of claims) and the matters referred to therein, to the extent set out or referred to therein, but other than the limitations contained in paragraph (2)(b)(i) or paragraph (2)(b)(ii) of Schedule 3, will operate to limit the liability of the Warrantors in respect of any Tax Claim under this schedule, provided that none of the limitations contained in Schedule 3 will apply to any Tax Claim which arises or is increased as a result of fraud.

4

PAYMENT

4.1	Where the Warrantors are liable to make a payment pursuant to paragraph 2, the Warrantors shall make the payment (including payment of any amount payable pursuant to paragraph 2.1(f) (costs)) in cleared funds ten Business Days after demand is made by the Buyer or (if later and where relevant):

(a)

in the case of an Actual Tax Liability within paragraph 2.1(a):

(i)

in respect of which there is no provision for payment by instalments, five Business Days before the last date on which a payment of the relevant Tax (or amount in respect of Tax) may be made by the relevant Group Member without incurring any liability to interest or penalties;

(ii)

in respect of which there is a provision for payment by instalments, five Business Days before each date on which an instalment of such Tax becomes payable (and so that on each such date an appropriate proportion of the amount claimed shall be paid) and the Buyer shall notify the Warrantors of the proportion of the amount paid at least five Business Days before each instalment is payable;

(b)

in the case of a Deemed Tax Liability:

(i)

which relates to the loss of a right to a repayment of Tax, five Business Days before the date on which such repayment of Tax would have been due;

(ii)

which relates to the loss of any Accounts Relief other than a right to a repayment of Tax, five Business Days before the dates referred to in paragraph 4.1(a). in respect of any Tax which the relevant Group Member would not have had to pay, but for such loss;

(iii)

which relates to the use or set-off of a Buyer’s Relief against any Actual Tax Liability, five Business Days before the dates referred to in paragraph 4.1(a) that would, but for such utilisation or set-off, have applied to such Actual Tax Liability;

(iv)

which relates to the loss of a right to receive a Balancing Payment, five Business Days before the date on which such payment would otherwise have been received;

(v)

which relates to any liability to pay or repay a Balancing Payment, five Business Days before the date on which such payment or repayment must be made.

4.2

Sums not paid by the dates specified in this paragraph shall bear interest at a rate of 3 per cent per annum above the Bank of England’s base rate from time to time from the date following the specified date up to and including the date of actual payment of such sums provided that interest shall not accrue to the extent that interest due to the relevant Tax Authority is included in the payment due under paragraph 2 and the Buyer’s Group is in no worse a position than it would have been in had the payment been made by the date specified in this paragraph 4.

5

GROSS UP

5.1

All sums payable under this schedule shall be paid free and clear of all deductions or withholdings, save only as may be required by law. If any deductions or withholdings are required by law to be made from any of the sums payable under this schedule, the payer shall be obliged to pay to the recipient such sum as will, after the deduction or withholding has been made, leave the recipient with the same amount as it would have been entitled to receive in the absence of any such requirement to make a deduction or withholding.

5.2

If the Buyer when receiving a payment under this schedule, incurs a liability to Tax which results from, or is calculated by reference to such payment (or would incur such a liability but for the availability of a Relief (other than an exemption)), the amount payable shall be increased by such amount as will ensure that, after payment of the liability to Tax, the recipient is left with a net sum equal to the sum it would have received had no such liability arisen.

SCHEDULE 6

 

DEFINITIONS AND INTERPRETATION

 

1	In this Deed (unless otherwise specified) the words and expressions set out below shall have the following meanings:

 

“Accounts”	the: (i) unaudited consolidated financial statements of the Group (other than the Company) for the financial year ended on the Accounts Date, including consolidated balance sheets, consolidated statements of operations, consolidated statements of comprehensive loss, consolidated statements of changes in unitholders’ equity and consolidated statements of cash flows and notes; (ii) unaudited consolidated financial statements of the Company for the financial year ended on the Accounts Date, including consolidated balance sheets, consolidated statements of operations, consolidated statements of comprehensive loss, consolidated statements of changes in unitholders’ equity and consolidated statements of cash flows and notes; and (iii) unaudited financial statements of the Company for the financial year ended on the Accounts Date, including a balance sheet, statement of operations, statement of comprehensive loss, statement of changes in unitholders’ equity and statement of cash flows and notes;
“Accounts Date”	31 December 2021;
“Affiliate”	in respect of a person, its direct and indirect subsidiary undertakings, parent undertakings and the subsidiary undertakings of such parent undertakings, provided that the Seller’s Affiliates shall not include: (a) any of the Group Members; or (b) any person excluded from the definition of Sponsor Entity pursuant to sub-paragraph (a) or (b) thereof;
“Anti-Corruption Laws”	Laws relating to anti-bribery or anti-corruption, including the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010, and any similar laws of the European Union, the United States, the United Kingdom and any other applicable jurisdiction;
“Anti-Money Laundering Laws”	Laws relating to money laundering, including the U.S. Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56, the U.S. Currency and Foreign Transaction Reporting Act of 1970, as amended, the U.S. Money Laundering Control Act of 1986, as amended, and any similar laws of the European Union, the United States and any other applicable jurisdiction;
“Applicable Laws”	at any time, in relation to a person or Group Member, all applicable Laws, in each case which are at that time applicable to that person or Group Member (as applicable);
“CARES Act”	the Coronavirus Aid, Relief, and Economic Security Act of 2020;
“Claim”	any claim for a breach of any Warranty or a Tax Covenant Claim;

“Code”	the U.S. Internal Revenue Code of 1986, as amended;
“Company”	Beit Holdings, LLC, a limited liability company formed in Delaware, USA (registered number 7654209), whose registered office is at 1209 Orange Street, Wilmington, DE 19801, USA;
“Completion”	has the meaning given to it in the Sale and Purchase Agreement;
“Completion Date”	has the meaning given to it in the Sale and Purchase Agreement;
“Completion Warranties”	the Warranties given by the Warrantors immediately prior to Completion pursuant to Clause 1.1(b);
“Conditions”	has the meaning given to it in the Sale and Purchase Agreement;
“Control”	in relation to a person, the direct or indirect ownership of 50 per cent. or more of the voting capital or similar right of ownership of that person or the legal power to direct or cause the direction of the general management and policies of that person whether through the ownership of voting capital, by contract or otherwise, and “Controls” and “Controlled” shall be interpreted accordingly;
“Data Protection Legislation”	all applicable laws in any jurisdiction relating to privacy of the processing or protection of personal data, including the following legislation to the extent applicable from time to time:
	(a)	national laws implementing the Directive on Privacy and Electronic Communications (2002/58/EC);
	(b)	the General Data Protection Regulation (2016/679) (“GDPR”) and any national law supplementing the GDPR; and
	(c)	any other national privacy or data protection laws and regulations or regulatory requirements;
“Data Room”	the Project Nimbus online data room hosted by Intralinks, as at 02:13am EST on 5 April 2022, the contents of which are listed in the index contained in the Disclosure Documents and a copy of which is contained in the downloadable archive of the Data Room as made available to the Buyer on 5 April 2022 and will be delivered on USB under Clause 4.3 (Pre-Completion Undertakings) of the Sale and Purchase Agreement;
“Disclosed”	fairly disclosed with sufficient detail to enable the Buyer to identify and assess the nature and scope of the fact, matter, event or circumstance disclosed;
“Disclosure Documents”	has the meaning given in the Disclosure Letter;
“Disclosure Letter”	the letter dated on the date of this Deed from the Warrantors to the Buyer, making Disclosures in respect of the Warranties;
“EHS Law”	all Laws concerning pollution or the protection of the environment or health and safety at work (excluding any statutes or regulations which relate to town and country planning) which are applicable to any Group Member;

“EHS Permit”	with regards to the Group’s operations, any licence, permit, approval, authorisation, permission, notification, waiver, order or exemption which is issued, granted or required under EHS Law;
“Encumbrance”	any charge, mortgage, lien, option, equity, power of sale or voting, hypothecation, usufruct, retention of title, right of pre-emption, right of first refusal or offer or security interest or an agreement, arrangement or obligation to create any of the foregoing;
“Employee Arrangements”	all plans, policies and agreements sponsored or maintained by any one or more of the Group Members that provide for remuneration or benefits to Employees or former Employees;
“Employees”	the individuals employed by a Group Member and “Employee” means any one of them;
“EV to Equity Bridge”	the enterprise value to equity bridge in respect of the Transaction in the agreed form;
“Exchange Warranties”	the Warranties given by the Warrantors on the date of this Deed pursuant to Clause 1.1(a);
“Facilities”	has the meaning given to it in paragraph 15(a)(i) (Financial Obligations) of Schedule 2 (Warranties);
“Governmental Authorization”	any permit, license, consent, authorization, exemption, clearance, certification or other similar approval issued or granted by a Governmental Entity (whether given by express action or deemed given by the lapse of time);
“Governmental Entity”	in relation to anywhere in the world, any supra-national, national, state, municipal or local government (including any subdivision, court, administrative agency or commission or other authority thereof) or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority, including the European Union;
“Group”	the Company and the Subsidiary Undertakings and “Group Member” shall be construed accordingly;
“Hazardous Substance”	any substance, material or waste listed, defined, regulated or classified as a “pollutant” or “contaminant” or words of similar meaning or effect, or for which liability or standards of conduct may be imposed under any EHS Law;
“Insolvency Event”	in relation to any Group Member:
	(a)	any resolution is passed or order made for the winding up, dissolution, administration or reorganisation of that company, a moratorium is declared in relation to any indebtedness of that company, or an administrator is appointed to that company;
	(b)	any composition, compromise, assignment or arrangement is made with any of its creditors;
	(c)	the appointment of any liquidator, receiver, administrator, administrator, receiver, compulsory manager or other similar officer in respect of that company or any of its assets; or
	(d)	any analogous procedure or step is taken in any jurisdiction;

“Institution”	has the meaning given in paragraph 9(j) (Intellectual Property) of Schedule 2 (Warranties);
“Intellectual Property”	all rights in patents, trade marks (including any associated goodwill), service marks, trade names, logos, get-up, domain names and URLs, copyright, registered and unregistered design rights, database rights, inventions, rights in computer programs (whether in source code, object code, or other form), algorithms and data, technology supporting the foregoing, and all documentation related to any of the foregoing, trade secrets, rights in confidential information and Know-how, rights to sue for passing off and in unfair competition, rights in opposition proceedings and all other similar intellectual or industrial proprietary rights in any jurisdiction, including any registration of such rights and applications and rights to apply for such registration;
“IT Systems”	any and all computer, telecommunications and network equipment and/or material computer software or programmes (excluding, for the avoidance of doubt, open source software) used by the Group for the purposes of carrying on the business of the Group;
“Know-how”	non-trivial industrial and commercial information and techniques in any form not in the public domain, including drawings, formulae, test results, reports, project reports and testing procedures, instruction and training manuals, tables of operating conditions, market forecasts, lists and particulars of customers and suppliers;
“Laws”	all applicable legislation, statutes, transposed directives, regulations, decrees, ordinances, instruments, codes and other legislative or regulatory measures or decisions having the force of law of any state or country, treaties, conventions and other agreements between states or countries, or between states or countries and the European Union or other national or supranational authorities, and all judgments, decisions, orders, directives, recommendations, circulars or standards of any Governmental Entity, including any judicial or administrative interpretation thereof;
“Leakage”	has the meaning given to it in the Sale and Purchase Agreement;

“Leased Property”	has the meaning given to it in paragraph 18(a)(ii) (Real Estate);
“Locked Box Accounts”	the accounts in the agreed form, which have been extracted from the Accounts;
“Locked Box Date”	31 December 2021;
“Material Contract”	the following:
	(a)	the top ten customer contracts by revenue for the financial year ended 31 December 2021 (which are set out in folder 3.4.2 of the Data Room); and
	(b)	the top ten suppliers by spend for the financial year ended 31 December 2021 (which are set out in folder 3.3.2 of the Data Room);
	(c)	except for the organizational documents of the Company and its wholly-owned subsidiaries, any joint venture, limited liability company or partnership agreement or other agreement involving the sharing of profits, losses, costs or liabilities with any other person (which such contracts are set out in folder 8.1.2.4.60.1  of the Data Room);
	(d)	any contract imposing any restriction on the Company’s or any of its Affiliates’ (including Buyer and its subsidiaries after the Completion) right or ability to compete with any other person, to conduct business in any geographic region or to engage in any line of business;
	(e)	any contract granting exclusive rights to license, market, sell or deliver any product of the Group, or to exclusively supply any product or service to any Group Member;
	(f)	except for the organizational documents of the Company and is wholly-owned subsidiaries, any contract under which any Group Member grants rights of first refusal or similar rights or terms to any person (which such contracts are set out in folder 8.1.2.4.60.1 of the Data Room); and
	(g)	contracts providing for a change of control payment or the benefits of which will be materially increased, or the vesting of the benefits of which will be accelerated, by virtue of entering into or completing the transactions contemplated by the Sale and Purchase Agreement.
“Material IP”	has the meaning given in paragraph 9(a) (Intellectual Property) of Schedule 2 (Warranties);
“Owned Property”	has the meaning given to it in paragraph 18(a)(i) (Real Estate);
“Party”	a party to this Deed;

“Pension Scheme”	the pension schemes of the Group Members in force at the date of this Deed, details of which are set out in Data Room folder 3.7.15;
“Permits”	has the meaning given in paragraph 8(h) (Litigation and Compliance) of Schedule 2 (Warranties);
“Product Registrations”	has the meaning given in paragraph 21(a) (Products) of Schedule 2 (Warranties);
“Products”	the products researched, developed, manufactured, marketed, commercialized, distributed and/or sold by or on behalf of the Group, including any line extensions or other developments with respect to such products that are in progress as of the date hereof;
“Properties”	the Owned Properties and the Leased Properties together, and “Property” shall be construed accordingly;
“Sale and Purchase Agreement”	the sale and purchase agreement dated the same date as this Deed between the Buyer and Seller;
“Restricted Party”	any person or entity that is (i) a prohibited or denied party under the Laws of the European Union, the United States of America, the United Kingdom or any other jurisdiction in which any Group Member conducts business or owns assets, or (ii) resident or located in, or organized under the Laws of, a Sanctioned Jurisdiction;
“Sanctioned Jurisdiction”	at any time, a country or territory which is itself the subject or target of any Sanctions;
“Sanctions”	means economic or financial sanctions, requirements or trade embargoes imposed, administered or enforced by the U.S. government (including, but not limited to, the U.S. Department of the Treasury’s Office of Foreign Assets Control and the U.S. Department of State), the United Nations Security Council, the European Union, any European Union member state, Her Majesty’s Treasury, or other Governmental Entity with regulatory authority over any Group Member from time to time;
“Second Disclosure Letter”	the letter from the Warrantors to the Buyer, making Disclosures in respect of the Completion Warranties, delivered in accordance with Clause 2.2;
“Seller”	has the meaning given to it in the Sale and Purchase Agreement;
“Senior Employee”	each of the key employees of the Group listed in Data Room folder 8.1.2.3.2.2;
“SIG”	a standards-setting organization, industry body, consortium, or other multi-party special interest group;
“Sponsor Entity”	has the meaning given to it in the Sale and Purchase Agreement;

“Subsidiary Undertakings”	the subsidiary undertakings in respect of which the Company is a parent undertaking;
“Tax” and “Taxation”	all forms of taxation, contributions, duties, imposts and levies imposed, assessed or collected by a Tax Authority in any jurisdiction, whether by withholding or otherwise, including any interest, fine, penalty, addition or surcharge levied in connection therewith;
“Tax Authority”	any local, municipal, governmental, federal, state or other fiscal, revenue, customs or excise authority, body, agency or official competent to impose, assess or collect a liability to Tax;
“Tax Claim”	a claim by the Buyer for a breach of any Tax Warranty or a claim under the Tax Covenant;
“Tax Covenant”	the covenant related to Taxation set out in Schedule 5;
“Tax Covenant Claim”	any claim by the Buyer under the Tax Covenant;
“Tax Return”	any return, computation, notice declaration, claim for refund, report, information return or other document (including schedules or any related or supporting statement, information or attachment and including any amendment thereof) filed or required to be filed with any Governmental Entity in connection with the determination, assessment or collection of any Tax or the administration of any laws relating to any Tax;
“Tax Warranties”	the Warranties set out in paragraph 16 (Tax) of Schedule 2 (Warranties);
“Transaction”	has the meaning given in the Sale and Purchase Agreement;
“Transaction Documents”	has the meaning given in the Sale and Purchase Agreement;
“Units”	has the meaning given to it in the Sale and Purchase Agreement;
“US GAAP”	generally accepted accounting principles as in effect in the United States on the date of this Deed;
“Warrantors’ Representative”	the representative of the Warrantors appointed from time to time pursuant to Clause 7.10 (Warrantors’ Representative);
“Warranty”	a statement set out in Schedule 2 (Warranties) and “Warranties” means all such statements; and
“Warranty and Indemnity Insurance Policy”	the warranty and indemnity insurance policy to be issued in favour of the Buyer on or around the date of this Deed.

2	In this Deed unless otherwise specified:

(a)

references to “subsidiary undertaking” and “parent undertaking” shall be construed in accordance with section 1162 of the Companies Act 2006. A subsidiary and a subsidiary undertaking shall include any person the shares or ownership interests in which are subject to security and where the legal title to the shares or ownership interests so secured are registered in the name of the secured party or its nominee pursuant to such security;

(b)

references to a “person” includes any individual, body corporate, trust, partnership, joint venture, unincorporated association or governmental, quasi-governmental, judicial or regulatory entity (or any department, agency or political sub-division of any such entity), in each case whether or not having a separate legal personality, and any reference to a “company” includes any company, corporation or other body corporate, limited partnership or limited liability partnership wherever and however incorporated or established;

(c)

references to a “Party” mean the Parties to this Agreement;

(d)

references to a document in the “agreed form” are to that document in the form agreed to by or on behalf of the Seller and the Buyer (either signed by or on behalf of each party or specifically and expressly agreed by exchange of emails between the Buyer’s Solicitors and the Seller’s Solicitors to be the agreed form document for the purposes of this Agreement);

(e)

the ejusdem generis principle of construction shall not apply to this Agreement. Accordingly, general words shall not be given a restrictive meaning by reason of their being preceded or followed by words indicating a particular class of acts, matters or things or by examples falling within the general words. Any phrase introduced by the terms “other”, “including”, “include” and “in particular” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms;

(f)

references to the singular include the plural and vice versa;

(g)

references to a Clause or Schedule are to a Clause or Schedule of this Agreement, and references to this Agreement include the Schedules;

(h)

the headings in this Agreement do not affect its construction or interpretation;

(i)

references to a statute or a statutory provision include references to such statute or statutory provision as amended or re-enacted whether before or after the date of this Agreement and include all subordinate legislation made under the relevant statute whether before or after the date of this Agreement save where that amendment, re-enactment or subordinate legislation is made after the date of this Agreement and would extend or increase the liability of any Party under this Agreement;

(j)

except as expressly stated otherwise in this Agreement, references to the time of day are to London time;

(k)

a reference to something being “in writing” or “written” includes any mode of representing or reproducing words in visible form that is capable of reproduction in hard copy form, including words transmitted by email but excluding any other form of electronic or digital communication;

(l)

“$” and “USD” means U.S. Dollars, being the lawful currency for the time being of the United States of America; and

(m)

a reference to a document is a reference to that document as amended or modified from time to time in writing by the mutual consent of the Parties.

EXECUTED AND DELIVERED AS A DEED		)
BY		)
LARS BRICKENKAMP		)	/s/ Lars Brickenkamp
		)
		)
in the presence of:		)
/s/ BEARD Véronique
Signature of witness
BEARD Véronique
Name of witness
73 Rue de Dole 25 000 Besançon
Address of witness

EXECUTED AND DELIVERED AS A DEED		)
BY		)
CATHY YANG		)	/s/ Cathy Yang
		)
		)
in the presence of:		)
/s/ Weili Yuh
Signature of witness
Weili Yuh
Name of witness
131 Dartmouth St 3rd Floor, Boston, MA, 02116, USA
Address of witness

EXECUTED AND DELIVERED AS A DEED		)
BY		)
BRUNO PREVOT		)	/s/ Bruno Pevot
		)
		)
in the presence of:		)
/s/ Cezary Pilarski
Signature of witness
Cezary Pilarski
Name of witness
Mathilde-Lehmann-str. 12, 27574 Bremerhaven
Address of witness

EXECUTED AND DELIVERED AS A DEED		)
BY		)
JEREMY HEBRAS		)	/s/ Jeremy Hebras
		)
		)
in the presence of:		)
/s/ Patrick Musch
Signature of witness
Patrick Musch
Name of witness
22, val de vèze 39350 Ougney
Address of witness

EXECUTED AND DELIVERED AS A DEED		)
BY		)
TED ARNSTEIN		)	/s/ Edward R Arnstein
		)
		)
in the presence of:		)
/s/ Alison Arnstein
Signature of witness
Alison Arnstein
Name of witness
153 Crafts Rd, Chestnut Hill MA 02467
Address of witness

EXECUTED AND DELIVERED AS A DEED		)
BY LITTELFUSE, INC.		)
		)	/s/ Ryan Stafford
acting by Ryan Stafford                         ,		)	Title: Executive Vice President,
an authorised signatory		)	Chief Legal Officer and Corporate Secretary