APi Group Corp (Form: 8-K, Received: 07/30/2021 08:40:19)

Section 6.6

Successors and Assigns

Section 6.7

Section 6.8

Amendments and Waivers

Section 6.9

Interpretation; Absence of Presumption

Section 6.10

Severability

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported) July 26, 2021

APi Group Corporation

(Exact Name of Registrant as Specified in its Charter)

Delaware

001-39275

98-1510303

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

1100 Old Highway 8 NW

New Brighton, MN

55112

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (651) 636-4320

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock, par value $0.0001 per share

APG

The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☐ Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Definitive Material Agreement.

Carrier Purchase Agreement

On July 26, 2021, APi Group Corporation (the “Company”) entered into a Stock Purchase Agreement (the “Purchase Agreement”) with Carrier Global Corporation (“Carrier”), Carrier Investments UK Limited (“Seller”) and Chubb Limited (“Chubb”).

Pursuant to the Purchase Agreement, on the terms and subject to the conditions therein, the Company has agreed to acquire, and Seller has agreed to sell, the Chubb fire and security business (the “Business”), through the acquisition of Chubb for a purchase price of U.S.$ 3,100,000,000 (the “Purchase Price”) (the “Acquisition”). As described in greater detail in the Purchase Agreement, the Purchase Price will be: (i) increased or decreased to the extent the amount of the Working Capital (as defined in the Purchase Agreement) of the Business as of the closing of the transactions contemplated by the Purchase Agreement (the “Closing”) is higher or lower than the target working capital amount specified in the Purchase Agreement; and (ii) decreased by the amount of the Net Indebtedness (as defined in the Purchase Agreement) as of the Closing.

Pursuant to the Purchase Agreement, the Company has not agreed to acquire any part of the Business in France, but the Company has granted a put option to Carrier (the “Put Option”) with respect to such business, which may be exercised by Carrier subject to, and only following completion of, required works council consultations in France.

The Closing is subject to certain customary closing conditions, including (1) the receipt of certain regulatory approvals pursuant to any Competition and Foreign Investment Laws (as defined in the Purchase Agreement), (2) the absence of any injunction or other judgment that prevents, restrains or prohibits the Closing and (3) subject to certain exceptions, the accuracy of the representations and warranties of, and compliance with covenants by, each of the parties to the Purchase Agreement. In addition, the Purchase Agreement provides that the exercise by Carrier of the Put Option shall be a condition to the obligations of Carrier to cause the Closing to occur. Under the Purchase Agreement, the Closing will occur (1) on the first Business Day (as defined in the Purchase Agreement) of the month following the month during which all closing conditions have been satisfied or waived, or (2) such other date as Carrier and Purchaser may agree. The Purchase Agreement provides that, in certain circumstances, the Company or Carrier may elect to defer the Closing to the first Business Day of the second month following the month during which all closing conditions have been satisfied or waived. The Closing is not subject to a financing condition or to the approval of Carrier’s stockholders.

The Purchase Agreement contains termination rights for each of the Company and Carrier, including the right to terminate if the transactions contemplated by the Purchase Agreement have not been completed by July 26, 2022, which date may be extended by either party, in increments of 30 days, to October 26, 2022 (the “Outside Date”) in certain circumstances where certain regulatory approvals remain the only conditions to Closing that have not been satisfied, unless the party seeking to terminate has breached any material covenant or obligation under the Purchase Agreement and such breach is the cause of the failure of the Closing to occur.

In the Purchase Agreement, the Company and Carrier have made customary representations and warranties and have agreed to customary covenants relating to the sale. From the date of the Purchase Agreement until the Closing, Carrier is required to use commercially reasonable efforts to conduct the Business in all material respects in the ordinary course of business and to comply with certain covenants regarding the operation of the Business. For three years following the termination of the initial service period (not to exceed twelve months) under the transition services agreement (which will be entered into by the parties at Closing), neither Carrier nor any of its subsidiaries will directly or indirectly engage in certain activities competitive with the Business, as detailed in the Purchase Agreement.

Subject to certain limitations, the Company and Carrier have agreed to indemnify each other for losses arising from certain breaches of the Purchase Agreement and certain other liabilities.

The Purchase Price will be funded by a combination of cash on hand, the Private Placement (as described below) and new debt issuance. The Company currently expects the Acquisition to close around year-end 2021, subject to satisfaction of specified closing conditions.

The foregoing summary of the Purchase Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Purchase Agreement, which is filed as Exhibit 2.1 hereto and incorporated herein by reference. The Purchase Agreement has been filed to provide investors and securityholders with information regarding its terms and conditions. It is not intended to provide any other information about the Company or the Acquisition. The Purchase Agreement contains representations, warranties, and covenants of the parties thereto made to and solely for the benefit of each other, and such representations, warranties, and covenants may be subject to materiality and other qualifiers applicable to the contracting parties that differ from those that may be viewed as material to investors. The assertions embodied in those representations, warranties, and covenants are qualified by information in confidential disclosure schedules that Carrier delivered in connection with the execution of the Purchase Agreement and was made as of the date of the Purchase Agreement, except those made as of a specified date. Accordingly, investors and securityholders should not rely on the representations, warranties, and covenants as characterizations of the actual state of facts. Moreover, information concerning the subject matter of the representations, warranties, and covenants may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.

The Financing SPAs

On July 26, 2021, the Company entered into (i) a Securities Purchase Agreement with BTO Juno Holdings L.P. (“BTO”) and Blackstone Tactical Opportunities Fund – FD L.P. (“BTOF” and together with BTO, the “Blackstone Purchasers”), each an investment vehicle of funds affiliated with The Blackstone Group Inc. (the “Blackstone SPA”), to issue and sell at closing 600,000 shares of the Company’s Series B Perpetual Convertible Preferred Stock, par value $0.0001 per share (the “Series B Preferred Stock”), at a price of $1,000 per share for an aggregate purchase price of $600,000,000 (the “Blackstone Private Placement”) and (ii) a Securities Purchase Agreement with Viking Global Equities Master Ltd. (“VGEM”) and Viking Global Equities II LP (“VGE” and together with VGEM, the “Viking Purchasers”, and together with the Blackstone Purchasers, the “Purchasers”) (the “Viking SPA” and together with the Blackstone SPA, the “Financing SPAs”), to issue and sell at closing 200,000 shares of the Series B Preferred Stock at a price of $1,000 per share for an aggregate purchase price of $200,000,000 (the “Viking Private Placement” and together with the Blackstone Private Placement, the “Private Placement”). The Company intends to use the net proceeds from the Private Placement to fund a portion of the Purchase Price.

Each of the Financing SPAs contain customary representations, warranties and covenants of the Company and the Purchasers. The Private Placement is expected to close (the “Private Placement Closing”) concurrently with the consummation of the Closing, subject to customary closing conditions, including, among others: (i) the continued accuracy of the representations and warranties contained in the Financing SPAs; (ii) the performance in all material respects by each party of its respective covenants and agreements under the Financing SPAs; (iii) the closing of the Acquisition either prior to or substantially simultaneously with the Private Placement Closing; and (iv) expiration of applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.

Designation of Series B Preferred Stock

The Series B Preferred Stock to be issued at the Private Placement Closing will have the powers, designations, preferences, and other rights set forth in the form of Certificate of Designation of the Series B Preferred Stock filed as Exhibit B to each of the Financing SPAs (the “Certificate of Designation”). The holders of Series B Preferred Stock (each, a “Holder” and collectively, the “Holders”) will be entitled to dividends on the initial liquidation preference of the Series B Preferred Stock at the rate of 5.5% per annum, payable in cash or in certain circumstances, in kind using the Company’s common stock (the “Common Stock”). The Holders are also entitled to participate in dividends declared or paid on the Common Stock on an as-converted basis. The Series B Preferred Stock will rank senior to the Common Stock and the Company’s Series A Preferred Stock, par value $0.0001 per share (the “Series A Preferred Stock”), with respect to dividend rights and rights upon the voluntary or involuntary liquidation, dissolution, or winding up of the affairs of the Company (a “Liquidation”). Upon a Liquidation, each share of Series B Preferred Stock would be entitled to receive the greater of an amount per share equal to the initial liquidation preference of the Series B Preferred Stock, plus all accrued and unpaid dividends and the amount the Series B Preferred Stock would be entitled to receive on an as-converted to Common Stock basis (the “Liquidation Preference”).

Conversion Rights

Each Holder will have the right, at its option, to convert its Series B Preferred Stock, in whole or in part, into fully paid and non-assessable shares of Common Stock at a conversion price equal to $24.60 per share subject to certain customary adjustments in the event of certain events affecting the price of the Common Stock (the “Conversion Price”).

Subject to certain conditions, the Company may, at its option, require conversion of all, but not less than all, of the outstanding shares of Series B Preferred Stock to Common Stock if the average share volume-weighted average price of the Common Stock for 15 consecutive trading days exceeds 150% of the Conversion Price.

Redemption Rights

The Company may redeem all or any of the Series B Preferred Stock for cash at any time beginning five years after the Private Placement Closing at a price equal to 105% of the purchase price paid by the Purchasers plus any accrued and unpaid dividends. Upon a “Fundamental Change” (involving a change of control or de-listing of the Company as further described in the Certificate of Designation), each Holder shall have the right to require the Company to redeem all or any part of the Holder’s Series B Preferred Stock for an amount equal to the Liquidation Preference (including any accrued and unpaid dividends and a customary make-whole amount).

Voting & Consent Rights

The Holders generally will be entitled to vote with the holders of the shares of Common Stock on all matters submitted for a vote of holders of shares of Common Stock (voting together with the holders of shares of Common Stock as one class) on an as-converted basis.

Additionally, the consent of the Holders of a majority of the outstanding shares of Series B Preferred Stock will be required for so long as any shares of the Series B Preferred Stock remain outstanding for, among other things, (i) amendments to the Certificate of Designation or the Company’s Certificate of Incorporation that would alter or change the powers or preferences of the Series B Preferred Stock, (ii) any increase or decrease of the authorized number of shares of Series B Preferred Stock, (iii) any issuance of shares of Series B Preferred Stock, (iv) the creation of securities that are senior to, or equal in priority with, the Series B Preferred Stock, (v) any amendments to the Company’s organizational documents that have an adverse effect on the Holders, (vi) any action to deregister or delist the Common Stock, or (vii) enter into a transaction with an affiliate of the Company other than on terms no less favorable to the Company than would be obtained in an arms’ length transaction with a bona fide third party, as determined by the board of directors of the Company (the “Board”) in its reasonable judgment. In addition, any action that would adversely affect the rights of any Holder of Series B Preferred Stock in a manner disproportionate to the other Holders of Series B Preferred Stock will require the consent of such affected Holder.

Preemptive Rights

So long as each Holder holds at least 50% of the Series B Preferred Stock issued to them under the Financing SPAs, at any time the Company makes any non-public offering of any capital stock or securities convertible into capital stock (subject certain customary exceptions), each Holder shall have the right to acquire from the Company its pro rata portion of the stock being offered.

Registration Rights Agreement

Holders of Series B Preferred Stock and Common Stock issuable upon conversion of, or payments of dividends on, Series B Preferred Stock pursuant to the Financing SPAs will have certain customary registration rights with respect to such shares of Series B Preferred Stock and Common Stock pursuant to the terms of the Registration Rights Agreement, a form of which is attached as Exhibit C to each of the Financing SPAs (the “Registration Rights Agreement”).

Blackstone Governance Rights

For so long as the Blackstone Purchasers hold 50% of the Series B Preferred Stock issued to them under the Blackstone SPA, the Blackstone Purchasers will have the right to nominate for election one member (the “Series B Director”) to the Board. The Blackstone SPA provides that the Blackstone Purchasers’ initial nominee to serve as Series B Director is David Blitzer, and that Mr. Blitzer will be elected to the Board immediately following the issuance of the Series B Preferred Stock.

Blackstone Standstill

Additionally, for so long as the Blackstone Purchasers have the right to nominate the Series B Director, the Blackstone Purchasers will be subject to certain standstill restrictions pursuant to which the Blackstone Purchasers will be restricted, among other things and subject to certain customary exceptions, from (i) acquiring additional equity securities or securities exchangeable for or convertible into equity securities of the Company; (ii) seeking representation on the Board (beyond their right to elect the Series B Director); (iii) seeking to change or influence the policies or management of the Company (beyond their right to elect the Series B Director); (iv) submitting any stockholder proposal to the Company; and (v) publicly proposing any change of control or other material transaction involving the Company; or supporting or encouraging any person in doing any of the foregoing.

The foregoing description of the terms of the Series B Preferred Stock, the Financing SPAs, the Certificate of Designation, the Registration Rights Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Financing SPAs and the exhibits thereto, which are attached hereto as Exhibits 10.1 and 10.2, and are incorporated herein by reference.

The Financing SPAs have been filed to provide investors and securityholders with information regarding their terms and conditions. They are not intended to provide any other information about the Purchasers or the Company. The Financing SPAs contain representations, warranties, and covenants of the parties thereto made to and solely for the benefit of each other, and such representations, warranties, and covenants may be subject to materiality and other qualifiers applicable to the contracting parties that differ from those that may be viewed as material to investors. Accordingly, investors and securityholders should not rely on the representations, warranties, and covenants as characterizations of the actual state of facts. Moreover, information concerning the subject matter of the representations, warranties, and covenants may change after the date of the Financing SPAs, which subsequent information may or may not be fully reflected in the Company’s public disclosures.

This Current Report on Form 8-K does not constitute an offer to sell, or a solicitation of an offer to buy, any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of the Registrant.

The information related to the issuance and sale of Series B Preferred Stock contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

As described in Item 1.01 of this Current Report on Form 8-K, under the terms of the Financing SPAs, the Company has agreed to issue shares of Series B Preferred Stock to the Purchasers at the Private Placement Closing. This issuance and sale will be exempt from registration under the Securities Act pursuant to Section 4(a)(2) thereof. The Financing SPAs contain representations of the Purchasers that each is an “accredited investor” as defined in Rule 501 under the Securities Act and that the shares of Series B Preferred Stock are being acquired for investment purposes and not with a view to or for sale in connection with any distribution thereof.

Item 3.03 Material Modification to the Rights of Securities Holders.

As described in Item 1.01 of this Current Report on Form 8-K, under the terms of the Financing SPAs, the Company has agreed to issue shares of Series B Preferred Stock to the Purchasers at the Private Placement Closing. The Certificate of Designations will entitle the Holders to certain rights that are senior to the rights of holders of the Common Stock and Series A Preferred Stock, such as rights to certain distributions and rights upon liquidation of the Company. In addition, in connection with the Private Placement Closing, the Company will enter into the

Registration Rights Agreement with the Purchasers relating to the registered resale of the Registrable Securities (as defined therein). The general effect of the issuance of the Series B Preferred Stock and entry into the Registration Rights Agreement upon the rights of the holders of Common Stock is more fully described in Item 1.01 of this Current Report on Form 8-K, which descriptions are incorporated by reference into this Item 3.03.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors.

As described in Item 1.01 of this Current Report on Form 8-K, under the terms of the Blackstone Financing Agreement, for so long as the Blackstone Purchasers hold 50% of the Series B Preferred Stock issued to them under the Blackstone SPA, the Blackstone Purchasers will have the right to nominate for election the Series B Director to the Board. The Blackstone SPA provides that the Blackstone Purchasers’ initial nominee to serve as Series B Director is David Blitzer, and that Mr. Blitzer will be elected to the Board immediately following the issuance of the Series B Preferred Stock.

Item 7.01 Regulation FD Disclosure.

On July 27, 2021, the Company issued a press release announcing the entering into of the Purchase Agreement and the Financing SPAs. A copy of the Company’s press release is furnished as Exhibit 99.1 and is incorporated herein by reference.

On July 27, 2021, the Company posted a slide presentation on its investor relations website regarding the Acquisition. The Company’s presentation is furnished as Exhibit 99.2 and is incorporated herein by reference.

All information in the press release and slide presentation is furnished and shall not be deemed “filed” with the Securities and Exchange Commission (the “SEC”) for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise be subject to the liability of that Section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent that the Company specifically incorporated it by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.		Description

2.1*		Stock Purchase Agreement by and between Carrier Global Corporation, Carrier Investments UK Limited, Chubb Limited and APi Group Corporation dated as of July 26, 2021.

10.1*		Securities Purchase Agreement by and among APi Group Corporation, BTO Juno Holdings L.P. and Blackstone Tactical Opportunities Fund – FD L.P. dated as of July 26, 2021.

10.2*		Securities Purchase Agreement by and among APi Group Corporation, Viking Global Equities Master Ltd. and Viking Global Equities II LP dated as of July 26, 2021.

99.1		Press release issued by APi Group Corporation, dated July 27, 2021.

99.2		Investor Presentation posted by APi Group Corporation, dated July 27, 2021.

*	Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K and the Company agrees to furnish supplementally to the SEC a copy of any omitted schedules or exhibits upon request.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


API GROUP CORPORATION

By:		/s/ Thomas A. Lydon
		Name: Thomas A. Lydon
		Title: Chief Financial Officer

Date: July 30, 2021

Exhibit 2.1

THE EXHIBITS AND SCHEDULES TO THIS EXHIBIT HAVE BEEN EXCLUDED BECAUSE THE INFORMATION CONTAINED THEREIN IS BOTH NOT MATERIAL AND OF THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

Execution Version

STOCK PURCHASE AGREEMENT

by and among

CARRIER GLOBAL CORPORATION

CARRIER INVESTMENTS UK LIMITED

CHUBB LIMITED

and

API GROUP CORPORATION

Dated as of July 26, 2021

TABLE OF CONTENTS


		Page
ARTICLE I

DEFINITIONS; INTERPRETATION

Section 1.1	Defined Terms		1
Section 1.2	Other Definitions		16

ARTICLE II

THE SALE

Section 2.1	Sale and Purchase of Shares		19
Section 2.2	Closing Purchase Price		19
Section 2.3	Closing		19
Section 2.4	Closing Working Capital and Net Indebtedness Adjustments		20
Section 2.5	Post-Closing Statements		20
Section 2.6	Reconciliation of Initial Closing Statement		21
Section 2.7	Post-Closing Adjustment		23

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF PARENT

Section 3.1	Organization and Qualification; Subsidiaries		23
Section 3.2	Capitalization of the Transferred Entities		24
Section 3.3	Authority Relative to this Agreement		24
Section 3.4	Consents and Approvals; No Violations		25
Section 3.5	Financial Statements; Liabilities		25
Section 3.6	Absence of Certain Changes or Events		26
Section 3.7	Litigation		26
Section 3.8	Compliance with Laws		27
Section 3.9	Permits		28
Section 3.10	Employee Benefit Plans		29
Section 3.11	Employees; Labor Matters		34
Section 3.12	Real Property		37
Section 3.13	Taxes		38
Section 3.14	Environmental Matters		40
Section 3.15	Material Contracts		41
Section 3.16	Business Government Contracts		43
Section 3.17	Intellectual Property, Information Technology; Data Protection; and Privacy		45
Section 3.18	Intercompany Arrangements		47
Section 3.19	Sufficiency of Assets		48
Section 3.20	Certain Business Relationships		48

-i-


Section 3.21	Data Protection	48
Section 3.22	Solvency	49
Section 3.23	Brokers	50
Section 3.24	No Other Representations or Warranties; No Reliance	50

ARTICLE IV

REPRESENTATIONS AND WARRANTIES
OF PURCHASER

Section 4.1	Organization and Qualification	51
Section 4.2	Authority Relative to this Agreement	51
Section 4.3	Consents and Approvals; No Violations	51
Section 4.4	Litigation	52
Section 4.5	Brokers	52
Section 4.6	Investment Decision	52
Section 4.7	Independent Investigation	52
Section 4.8	Financial Ability	53
Section 4.9	No Other Representations or Warranties; No Reliance	53

ARTICLE V

ADDITIONAL AGREEMENTS

Section 5.1	Access to Books and Records	54
Section 5.2	Confidentiality	55
Section 5.3	Required Actions	56
Section 5.4	Conduct of Business	59
Section 5.5	Consents	62
Section 5.6	Public Announcements	62
Section 5.7	Intercompany Accounts; Cash	63
Section 5.8	Termination of Intercompany Arrangements	63
Section 5.9	Guarantees; Commitments	64
Section 5.10	Insurance	65
Section 5.11	Litigation Support	66
Section 5.12	Misallocated Assets and Misdirected Payments	67
Section 5.13	Use of Marks	67
Section 5.14	Non-Solicitation; Non-Compete	68
Section 5.15	Pre-Closing Restructuring	70
Section 5.16	R&W Insurance Policy	71
Section 5.17	Resignations	71
Section 5.18	Business Owned Real Property	72
Section 5.19	Pre-Closing Cost and Revenue Improvement Plan	72
Section 5.20	Transition Services Agreement	72

-ii-


ARTICLE VI

EMPLOYEE MATTERS COVENANTS

Section 6.1	Continuation of Employment	73
Section 6.2	Terms and Conditions of Employment	73
Section 6.3	Service Credit	74
Section 6.4	Health Coverages	75
Section 6.5	Accrued Vacation, Sick Leave and Personal Time	75
Section 6.6	Cash Incentive Compensation	75
Section 6.7	Collective Bargaining Agreements	76
Section 6.8	Labor Consultations	76
Section 6.9	Seller Benefit Plans; Transferred Entity Benefit Plans	76
Section 6.10	No Third Party Beneficiaries	77
Section 6.11	Privacy Matters	77
Section 6.12	Subject Jurisdiction Put Option	78
Section 6.13	Financing Cooperation	82

ARTICLE VII

TAX MATTERS

Section 7.1	Tax Returns	84
Section 7.2	Tax Contests	84
Section 7.3	Cooperation and Exchange of Information	85
Section 7.4	Tax Sharing Agreements	85
Section 7.5	Tax Treatment of Payments	85
Section 7.6	Certain Tax Elections	86
Section 7.7	Additional Post-Closing Tax Covenant	86
Section 7.8	Transfer Taxes	86
Section 7.9	Withholding Rights	87
Section 7.10	VAT	87
Section 7.11	Tax Treatment of Transactions	87
Section 7.12	Allocation of Purchase Price	87
Section 7.13	Straddle Periods	88

ARTICLE VIII

CONDITIONS TO OBLIGATIONS TO CLOSE

Section 8.1	Conditions to Obligation of Each Party to Close	88
Section 8.2	Conditions to Purchaser’s Obligation to Close	88
Section 8.3	Conditions to Parent’s, the Seller’s and the Company’s Obligation to Close	89
Section 8.4	Frustration of Closing Conditions	89

-iii-


ARTICLE IX

TERMINATION

Section 9.1	Termination	90
Section 9.2	Notice of Termination	91
Section 9.3	Effect of Termination	91
Section 9.4	Extension; Waiver	91

ARTICLE X

INDEMNIFICATION

Section 10.1	Survival of Representations, Warranties, Covenants and Agreements	91
Section 10.2	Indemnification by the Parent	92
Section 10.3	Indemnification by Purchaser and the Company	92
Section 10.4	Indemnification Procedures.	93
Section 10.5	Exclusive Remedy	94
Section 10.6	Additional Indemnification Provisions	94
Section 10.7	Limitation of Liability	94
Section 10.8	Mitigation	95

ARTICLE XI

GENERAL PROVISIONS

Section 11.1	Interpretation; Absence of Presumption	95
Section 11.2	Headings; Definitions	96
Section 11.3	Governing Law; Jurisdiction and Forum; Waiver of Jury Trial	96
Section 11.4	Entire Agreement	98
Section 11.5	No Third Party Beneficiaries	98
Section 11.6	Expenses	98
Section 11.7	Notices	98
Section 11.8	Successors and Assigns	99
Section 11.9	Amendments and Waivers	100
Section 11.10	Severability	100
Section 11.11	Specific Performance	100
Section 11.12	Waiver of Conflicts Regarding Representation; Nonassertion of Attorney-Client Privilege	101
Section 11.13	No Admission	101
Section 11.14	Release	102
Section 11.15	Counterparts	102
Section 11.16	Waiver of Claims against Financing Sources	103

-iv-

Exhibits

Exhibit A: Form of Share Transfer Form

Exhibit B: Form of Transition Services Agreement

Schedules

Schedule I: Carrier Assets

Schedule II: Chubb Assets

Schedule III: Accounting Principles

Schedule IV: Data Room Index

Parent Disclosure Schedule

Purchaser Disclosure Schedule

-v-

STOCK PURCHASE AGREEMENT

This STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of July 26, 2021, is by and among Carrier Global Corporation, a Delaware corporation (“Parent”), Carrier Investments UK Limited, a UK limited company (the “Seller”), Chubb Limited, a UK limited company (the “Company”), and APi Group Corporation, a Delaware corporation (“Purchaser”).

RECITALS

WHEREAS, the Seller is the legal and beneficial owner of two hundred (200) subscriber shares of the Company with nominal value of £0.01 each, and eight hundred twenty-nine million, fourteen thousand eight hundred sixty-nine (829,014,869) ordinary shares of the Company with nominal value of £0.18 each, which together represent all of the issued and outstanding share capital of the Company (collectively, the “Shares”);

WHEREAS, as a material inducement to Purchaser’s agreement to enter into this Agreement and consummate the transactions contemplated hereby, Parent and its Subsidiaries will take actions to consummate the Pre-Closing Restructuring (as hereinafter defined), in accordance with Section 5.15 and the Pre-Closing Restructuring Agreements (as hereinafter defined);

WHEREAS, Seller desires, following the consummation of the Pre-Closing Restructuring, to sell and transfer to Purchaser, and Purchaser desires to purchase from Seller, the Shares for the consideration set forth in Section 2.2, subject to the terms and conditions of this Agreement; and

WHEREAS, the parties desire to make certain representations, warranties, covenants and agreements in connection with this Agreement.

NOW, THEREFORE, in consideration of the mutual promises hereinafter set forth and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and intending to be legally bound, the parties hereby agree as follows:

ARTICLE I

DEFINITIONS; INTERPRETATION

Section 1.1 Defined Terms. For the purposes of this Agreement, the following terms shall have the following meanings:

“Action” shall mean any claim, action, suit, arbitration, litigation or proceeding.

“Affiliate” shall mean, with respect to any Person, any other Person that directly, or through one or more intermediaries, controls or is controlled by or is under common control with such Person; provided that, from and after the Closing, (a) none of the Transferred Entities shall be considered an Affiliate of the Seller or any of the Seller’s Affiliates, (b) neither the Seller nor any of the Seller’s Affiliates shall be considered an Affiliate of any Transferred Entity and (c) neither the Seller nor any of the Seller’s Affiliates shall be considered an Affiliate of Purchaser or any of its Affiliates, and neither Purchaser nor any of its Affiliates shall be considered an Affiliate of the Seller or any of the Seller’s Affiliates.

“Ancillary Agreements” shall mean the Transition Services Agreement and the Share Transfer Form.

“Benefit Plan” shall mean each compensation or benefits plan, program, agreement or arrangement, including any employment agreement, cash or equity-based bonus or incentive arrangement, severance or retention arrangement, vacation policy, pension or retirement plan, deferred compensation plan, superannuation plan, gratuity, jubilee, provident fund, profit-sharing plan, or health and welfare plan (i) sponsored, maintained or contributed to by any Transferred Entity or with respect to which any Transferred Entity has any Liability or (ii) sponsored, maintained or contributed to by Parent, the Seller or any of their respective Affiliates for the benefit of any Business Employee or former employee of the Business or any individual independent contractor of any Transferred Entity, other than any plan, program or arrangement sponsored by a Governmental Entity.

“Business” shall mean the fire and electronic security services business, as conducted immediately prior to the Closing by or through the Fire & Security business segment of Parent and its Subsidiaries, consisting of (a) the installation, servicing and maintenance of (i) electronic security, personal emergency and people-monitoring systems and devices; and (ii) fire safety systems; (b) the remote monitoring through manned monitoring centers of (i) electronic security systems, (ii) personal emergency and people-monitoring devices, and (iii) fire notification alarms; and (c) ancillary work performed by the technicians who conduct the activities described in the foregoing clauses (a) and (b); provided that, for the avoidance of doubt, the Business shall be deemed not to include the manufacture or sale of any of the devices or systems described in the foregoing clauses (a) and (b).

“Business Day” shall mean any day that is not a Saturday, a Sunday or other day on which commercial banks in the City of New York, New York, are required or authorized by Law to be closed.

“Business Employee” shall mean each (a) Transferred Entity Employee and (b) other individual listed on Section 1.1(a)(i) of the Parent Disclosure Schedule. Notwithstanding the foregoing, no individual listed on Section 1.1(a)(ii) of the Parent Disclosure Schedule shall be considered a Business Employee.

“Business Environmental Permit” shall mean any Permit required to operate the Business or occupy and use the Business Owned Real Property or Business Leased Real Property under any applicable Environmental Law.

“Business Government Bid” shall mean any offer, quotation, bid or proposal to sell products or services to any Governmental Entity or any prime contractor, in each case, made prior to the Closing Date which, if accepted, would reasonably be expected to result in a Business Government Contract.

“Business Government Contract” shall mean any Contract for the sale of goods or services that is by or between any Transferred Entity or any member of the Parent Group with respect to the Business, on the one hand, and any (a) Governmental Entity, (b) prime contractor of a Governmental Entity in its capacity as a prime contractor or (c) higher-tier subcontractor with

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respect to any Contract of a type described in clauses (a) or (b) above, on the other hand. A task, purchase, delivery or work order under a Business Government Contract shall not constitute a separate Business Government Contract, for purposes of this definition, but will be considered part of the Business Government Contract to which it relates.

“Business Intellectual Property” shall mean (a) the Intellectual Property owned and/or used by the Transferred Entities which, for the avoidance of doubt, shall not include the Parent Names or any Intellectual Property with respect thereto and (b) any Intellectual Property set forth on Schedule II.

“Business Material Adverse Effect” shall mean any event, change, development or effect that, individually or in the aggregate, has, or could reasonably be expected to have, a material adverse effect on the business, financial condition or results of operations of the Business and the Transferred Entities, taken as a whole; provided, that no such event, change, development or effect resulting or arising from or in connection with any of the following matters shall be deemed, either alone or in combination, to constitute or contribute to, or be taken into account in determining whether there has been, a Business Material Adverse Effect: (a) the general conditions and trends in the industries or businesses in which the Business is operated or in which any of the Transferred Entities operate, including competition in geographic or product areas, (b) general political, economic, financial or capital markets conditions (including interest rates, exchange rates, commodity prices, costs of goods, tariffs, trade wars and credit markets), (c) any act of civil unrest, war, sabotage, cyberattacks, terrorism or military actions, or the escalation thereof, including an outbreak or escalation of hostilities involving the United States or any other Governmental Entity or the declaration by the United States or any other Governmental Entity of a national emergency or war, (d) any conditions resulting from natural or manmade disasters, weather conditions, epidemics, pandemics or disease outbreaks (including COVID-19) or public health emergencies (as declared by the World Health Organization, the Health and Human Services Secretary of the United States, Public Health England or the European Centre for Disease Prevention and Control), or other acts of God, (e) compliance by the Seller or the Transferred Entities with applicable Law or with their covenants and agreements contained in this Agreement (including the impact thereof on the relationships, contractual or otherwise, of the Business or the Transferred Entities with customers, employees, suppliers or partners), (f) the failure of the financial or operating performance of the Transferred Entities to meet internal or published, Parent’s or analyst projections, forecasts, estimates, predictions or budgets for any period (provided that the underlying causes thereof, to the extent not otherwise excluded by this definition, may be deemed to contribute to a Business Material Adverse Effect; provided, further, that this clause (f) shall not be construed as implying that the Seller is making any representation or warranty hereunder with respect to any internal, Parent or analyst projections, forecasts or budgets), (g) any matter disclosed in the Parent Disclosure Schedule, (h) any action taken or omitted to be taken by or at the written request or with the written consent of Purchaser or that is required or permitted by this Agreement, (i) the execution, announcement or pendency of this Agreement and the Ancillary Agreements or the terms hereof or thereof (including the identity of the Purchaser), compliance with or performance under the terms hereof or thereof or the announcement, pendency or consummation of the transactions contemplated hereby or thereby, including the impact thereof on the relationships, contractual or otherwise, of the Business with employees, labor unions, works councils, financing sources, customers, suppliers, partners or other business relationships, (j) changes in any Laws (including COVID-19

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Measures) or GAAP or other applicable accounting principles or standards or any authoritative interpretations thereof or (k) the Retained Businesses, Carrier Assets or Carrier Liabilities; provided, further, that any such event, change, development or effect resulting from clauses (a), (b), (d) or (j) immediately above (excluding any such event, change, development or effect arising from, resulting from or related to COVID-19 or any COVID-19 Measure) shall be taken into account in determining whether a Business Material Adverse Effect has occurred or would reasonably be expected to occur to the extent (and only to the extent) that such event, change, development or effect has a disproportionate effect on the Business and the Transferred Entities, taken as a whole, compared to other participants in the industries in which the Business and the Transferred Entities conduct their businesses.

“Business Territories” shall mean the United Kingdom, France, Ireland, Belgium, Germany, Netherlands, Switzerland, Austria, Spain, Hong Kong, Luxembourg, Macau, Monaco, China, Singapore, Australia, New Zealand, India, Singapore, Thailand and Canada.

“Carrier Assets” shall mean,

(a) the fire and security products businesses of Parent and its Affiliates (including the businesses of Parent and its Affiliates conducted under the Lenel, S2, Aritech, Marioff, Edwards, De-tronics, Kidde, Kidde-Fenwal, Fireye, GST Fenwal, Autronica, Interlogix, UTEC, Supra and Onity brands and any other brands or marks listed in Section 5.13 or Section 5.14(b)(vi));

(b) all cash and cash equivalents of Parent and its Subsidiaries (other than Cash reflected in Net Indebtedness on the Final Closing Statement);

(c) except for the Business Owned Real Property and Business Leased Real Property, all of Parent’s and its Subsidiaries’ (other than the Transferred Entities) right, title and interest in owned and leased real property and other interests in real property including all such right, title and interest under each real property lease pursuant to which any of them leases, subleases (as sub-landlord or sub-tenant) or otherwise occupies any such leased real property, including all improvements, fixtures and appurtenances thereto and rights in respect thereof;

(d) except for the Transferred Contracts and the Contracts with respect to Business Leased Real Property, all Contracts;

(e) all causes of action (including counterclaims) and defenses (i) against third parties to the extent relating to any of the Carrier Assets or the Carrier Liabilities as well as any books, records and privileged information relating thereto and (ii) relating to any period prior to or through the Closing to the extent that the assertion of such cause of action or defense is necessary or useful in defending any claim that may be asserted against Parent or any of its Affiliates or for which indemnification may be sought by any of the Parent Indemnified Parties pursuant to Article X;

(f) except for the Business Intellectual Property, all Intellectual Property (including rights to the Parent Names);

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(g) all nontransferable Permits, including Business Environmental Permits and any Permits held by Parent or any of its Subsidiaries that are not exclusively related to the Business;

(h) all Tax Returns (other than Tax Returns exclusively of a Transferred Entity), and all refunds of or credits relating to any Tax of Parent and its Subsidiaries or any of their Affiliates (other than the Transferred Entities) for the Pre-Closing Period (or portions thereof);

(i) without limiting the Company’s rights expressly provided under Section 5.10, all policies and programs of or agreements for insurance and interests in insurance pools and programs (in each case including self-insurance and insurance from Affiliates) (collectively, “Insurance Policies”) and all rights of any nature with respect to any Insurance Policy, including any recoveries thereunder and any rights to assert claims seeking any such recoveries;

(j) all interests of Parent and its Subsidiaries under this Agreement and the Ancillary Agreements;

(k) all personnel and employment records for employees and former employees of Parent and its Subsidiaries or the Transferred Entities who are not Business Employees;

(l) any other assets, properties, rights, agreements, contracts, instruments and claims of Parent and its Subsidiaries or the Transferred Entities to the extent not exclusively related to the Business, wherever located, whether tangible or intangible, real, personal or mixed;

(m) (i) all corporate minute books (and other similar corporate records) and stock records of Parent and its Subsidiaries (other than the Transferred Entities), (ii) any books and records relating to the Carrier Assets, (iii) any books and records or other materials of or in the possession of Parent and its Subsidiaries or the Transferred Entities that (A) any of Parent and its Subsidiaries are required by Law to retain (copies of which, to the extent exclusively related to the Business and as permitted by Law, will be made available to Purchaser upon Purchaser’s reasonable request), (B) any of Parent and its Subsidiaries reasonably believes are necessary to enable Parent and its Subsidiaries to prepare and/or file Tax Returns (copies of which, to the extent related to the Business and as permitted by Law, will be made available to Purchaser upon Purchaser’s reasonable request) or (C) any of Parent and its Subsidiaries or the Transferred Entities are prohibited by Law from delivering to Purchaser (including by transfer of equity of the Transferred Entities), including any books and records, reports, information or other materials that disclose in any manner the contents of any other books and records, reports, information or other materials that Parent or any of its Affiliates (including the Transferred Entities) is prohibited by Law from delivering to Purchaser (including by transfer of equity of the Transferred Entities) or (iv) any copies of any books and records that Parent and its Affiliates retain pursuant to Section 5.1(d); and

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(n) (i) all records and reports prepared or received by Parent or any of its Affiliates in connection with the sale of the Business or the transactions contemplated hereby, including all analyses relating to the Business or Purchaser so prepared or received, (ii) all confidentiality agreements with prospective purchasers of the Business or any portion thereof, and all bids and expressions of interest received from third parties with respect thereto and (iii) all privileged communications described in Section 11.12.

“Carrier Liabilities” shall mean, (a) any Liability that is not a Chubb Liability, (b) any Liability, whether arising prior to, on or after the Closing Date, relating to, arising out of, or resulting from the Pre-Closing Restructuring and (c) any Parent Transaction Expenses.

“Cash” shall mean all cash amounts of the Transferred Entities which otherwise are considered “Cash and Cash Equivalents” under GAAP, (a) plus, without duplication, all deposits in transit, and (b) less, without duplication, (i) all payments made but not yet cleared and (ii) all Taxes or related penalties associated with the transfer of Cash outside of the jurisdiction in which it is held.

“Chubb Assets” shall mean, as the same shall exist immediately prior to the Closing, all rights, assets and properties listed on Schedule II.

“Chubb Liabilities” shall mean all Liabilities of Parent and its Subsidiaries (other than any Liability that is the responsibility of Parent, Seller or any of their respective Affiliates (other than the Transferred Entities)) pursuant to the terms of this Agreement, including pursuant to Section 10.2.

(a)

to the extent arising from or related to the Chubb Assets or the Business, as the same shall exist on or after the Closing Date and irrespective of whether the same shall arise prior to, on or following the Closing Date;

(b)

related to the Chubb Assets or the Business reflected in Working Capital on the Final Closing Statement;

(c)

related to the Chubb Assets or the Business arising under any of the Transferred Contracts;

(d)

for Taxes (other than (i) Pre-Closing Restructuring Taxes or (ii) the amount of any current Taxes taken into account in calculating Working Capital) imposed in respect of any Chubb Assets, the Business or any Transferred Entity for any taxable period (or portion thereof);

(e)

whether arising prior to, on or after the Closing Date, (i) (A) under Environmental Laws, including those relating in any way to the environment or natural resources, human health and safety or Regulated Substances other than, in the case of this clause (i)(A), those Liabilities included under clause (f) of the definition of Indebtedness and (B) arising from or relating in any way to the Chubb Assets, the Business or otherwise to any past, current or future businesses, operations or properties of or associated with the Chubb Assets or the Business (including any businesses, operations or properties for which a current or future owner or operator of the Chubb Assets or the Business may be alleged to be responsible as a matter of Law, contract or otherwise) or (ii) relating to the

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use, application, malfunction, defect, design, operation, performance or suitability of any product sold or distributed prior to the Closing by, or service rendered prior to the Closing related to the Business (including any products for which a current or future owner or operator of the Chubb Assets or the Business may be alleged to be responsible as a matter of Law, contract or otherwise);

(f)

whether arising prior to, on or after the Closing Date, (i) relating to, arising out of, or resulting from the employment or services, or termination of employment or services of each current and former employee and other service provider who provides or provided services to the Business, including any Liabilities assumed under Article VI, and (ii) with respect to each Transferred Entity Benefit Plan; and

(g)

any loss, liability, contribution, cost and expense incurred, sustained or paid by Parent or its applicable Affiliate following the Closing arising out of or in connection with any exercise by the U.K. Pensions Regulator of its powers under sections 38 to 51 of the U.K. Pensions Act 2004, where such exercise (i) results in Parent or any of its Affiliates contributing to or otherwise financially supporting the Chubb Pension Plan or the Chubb Security Pension Fund; and (ii) relates to an act or omission of Purchaser or its Affiliates after the Closing.

“Code” shall mean the U.S. Internal Revenue Code of 1986, as amended.

“Company Software” shall mean all non-standard proprietary software used by each Transferred Entity, including the source and object code.

“Computer Systems” shall mean the computer software, hardware and information and communication technology owned, used or required to be used by any Transferred Entity and all components of any of them, including the Company Software.

“Competition and Foreign Investment Expenses” shall mean any filing fees with respect to the notifications required under any Competition and Foreign Investment Laws incurred by a party or any of their respective Affiliates in connection with the transactions contemplated by this Agreement.

“Confidentiality Agreement” shall mean the nondisclosure agreement, dated as of May 22, 2021, by and between Parent and Purchaser.

“Contract” shall mean any written and legally binding lease, contract, license, arrangement, option, instrument or other agreement, other than a Permit.

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“control” shall mean, as to any Person, the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise (and the terms “controlled by” and “under common control with” shall have correlative meanings).

“COVID-19” shall mean SARS-CoV-2 virus and COVID-19 disease, and any evolutions, variations or mutations thereof or related or associated epidemics, pandemic or disease outbreaks.

“COVID-19 Measures” shall mean any quarantine, “shelter in place,” “stay at home,” workforce reduction, social distancing, shut down, closure, sequester or any other similar Law, Order, directive, guidelines or recommendations promulgated by any Governmental Entity, including the Centers for Disease Control and Prevention and the World Health Organization, in each case, in connection with or in response to COVID-19, including the Coronavirus Aid, Relief, and Economic Security (CARES) Act, and any other action taken or omitted to be taken that Parent reasonably determines to be necessary or prudent for the Business or the Transferred Entities to take in connection with or in response to COVID-19.

“Data Protection Laws” shall mean all applicable Laws relating to Personal Data, information security, and privacy matters including the following:

(a) The Data Protection Act 2018;

(b) Regulation (EU) 2016/679 (GDPR) as it is saved and incorporated into UK law by the European Union (Withdrawal) Act 2018 and as modified by the Data Protection Privacy and Electronic Communications (Amendments etc.) (EU Exit) Regulations 2019;

(c) Directive 2002/58/EC on Privacy and Electronic Communications and the Privacy and Electronic Communications (EC Directive) Regulations 2003 (as amended); and

(d) any applicable Laws that amend, supplement, supersede, repeal or replace the foregoing, that implement their provisions in national law or are intended to ensure the continued application of their provisions.

“Data Room” shall mean the confidential online database maintained by Datasite, the index of which as of the date hereof is attached hereto as Schedule IV.

“Dutch Transferred Entity” shall mean any Transferred Entity incorporated, registered or organized under the Laws of the Netherlands.

“Environment” shall mean soil, sediments, land, surface water, groundwater, soil, water, vegetation, wetland, natural resource or air.

“Environmental Condition” shall mean a pollution or contamination resulting from the known or unknown release of a Regulated Substance into the Environment on, in, under or within any property, but does not include the presence of a Regulated Substance in locations and at concentrations that have naturally occurred or, other than as relating to the Specified Matter, that do not require Remedial Action pursuant to Environmental Laws or in respect of which no Liability may exist.

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“Environmental Laws” shall mean any Law relating to the pollution, contamination or protection of the environment, human health and safety, including the use, handling, transportation, treatment, storage, disposal, presence, release or discharge of Regulated Substances and the creation of any nuisance.

“Equity Interest” shall mean any share, capital stock, partnership, limited liability company, member or similar equity interest in any Person, and any option, share of restricted stock, restricted stock unit, stock appreciation right, phantom stock, performance share or unit, warrant, right or other security (including debt securities) convertible, exchangeable or exercisable into or for any such share, capital stock, partnership, limited liability company, member or similar equity interest.

“Excluded Information” shall mean (a) pro forma financial statements or pro forma financial information, (b) information regarding any post-Closing or pro forma capitalization, ownership or other post-Closing pro forma adjustments desired to be incorporated into any information used in connection with the Debt Financing, (c) any description of all or any portion of the Debt Financing, including any such description to be included in liquidity and capital resources disclosure or any “description of notes,” and other information customarily provided by financing sources or their counsel, (d) projections, risk factors or other forward-looking statements relating to all or any component of the Debt Financing, or (e) any financial statements or other information of the type required by Rule 3-05, Rule 3-09, Rule 3-10 or Rule 3-16 of Regulation S-X under the Securities Act, any Compensation Discussion and Analysis or other information required by Item 402 of Regulation S-K under the Securities Act or any other information customarily excluded from an offering memorandum for private placements of nonconvertible high-yield debt securities under Rule 144A.

“Financing Sources” shall mean (a) the agents, arrangers, lenders, limited partners, equity investors and other entities that have committed to provide or arrange or otherwise entered into agreements in connection with all or any part of the Financing or any other debt or equity financing in connection with the transactions contemplated hereby, including the parties to any commitment letters, purchase agreements, joinder agreements, indentures, credit agreements or other agreements entered into in connection therewith or relating thereto, together with (b) their respective Affiliates and their and their respective Affiliates’ current, former or future officers, directors, employees, partners, trustees, shareholders, equityholders, managers, members, limited partners, controlling persons, agents and representatives and their respective successors and assigns.

“Fraud” shall mean common law fraud under the Laws of the State of Delaware.

“GAAP” shall mean generally accepted accounting principles in the United States in effect (i) with respect to financial information for periods ending on or after the Closing Date, as of the Closing Date, and (ii) with respect to financial information for periods ending prior to the Closing Date, as of the dates of the relevant balance sheets included therein.

“Governmental Entity” shall mean any foreign, domestic, supranational, federal, territorial, state, provincial, or local governmental entity, quasi-governmental entity, court, tribunal, judicial or arbitral body, commission, board, bureau, agency or instrumentality, or any regulatory, administrative or other department, agency, or any political or other subdivision, department or branch of any of the foregoing.

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“Income Tax” means any Tax imposed on or measured by reference to overall gross or net income or receipts, and franchise, net worth, capital, withholding (to the extent imposed in lieu of Taxes denominated as “income” Taxes) and similar Taxes.

“Indebtedness” shall mean, without duplication, in each case as of immediately prior to the Closing: (a) any indebtedness for borrowed money of any Transferred Entity, whether current, short-term or long-term, secured or unsecured, whether evidenced by bonds (other than surety bonds), notes or debentures; (b) any obligations of any Transferred Entity in respect of letters of credit, surety bonds or bank guarantees, in each case to the extent funds have been drawn and are payable thereunder; (c) any obligations of any Transferred Entity arising under any swap or hedging Contract; (d) any obligations of the Transferred Entities arising under purchase money mortgages, indentures, deeds of trust or other purchase money liens or conditional sale or other title retention agreements; (e) any indebtedness of the Transferred Entities secured by any mortgage, indenture or deed of trust upon any asset; (f) all amounts owed by any Transferred Entity to any Person under any earn-out or similar performance payment and any other amounts outstanding in respect of past acquisitions (assuming the maximum amount of any such earn-out or similar performance payment is payable); (g) the obligations, costs, Liabilities, and deductions set forth on Section 1.1(b) of the Parent Disclosure Schedule, (h) all net outstanding intercompany obligations owing by any Transferred Entity to any member of the Parent Group of a type required to be satisfied at or prior to Closing pursuant to Section 5.7 and that were not so satisfied; and (i) any interest, fee or other expense regarding any of the foregoing; provided, that Indebtedness shall not include (x) any intercompany indebtedness owing by one Transferred Entity to another Transferred Entity or (y) any Carrier Liabilities.

“Intellectual Property” shall mean any and all statutory and/or common law rights throughout the world in, arising out of, or associated with the following: (a) all issued or pending United States and foreign patents, statutory invention registrations, or similar rights anywhere in the world in inventions (“Patents”); (b) trademarks, service marks, trade dress, trade names, slogans, logos and corporate names and registrations (“Marks”); (c) World Wide Web addresses and domain names (“Internet Properties”); (d) copyrights, registrations, and any equivalent rights in works of authorship, rights in databases and software; (e) registered and unregistered designs and design rights (“Designs”); (f) confidential information, trade secrets, and rights under the law of breach of confidence and misuse of private information and equivalents and other rights in know-how that derives independent economic value, whether actual or potential, from not being known to other Persons (“Trade Secrets”), and (g) all other intellectual property rights or proprietary rights in intangible property of any kind however designated that may subsist anywhere in the world whether arising by operation of law, treaty, contract, conduct or otherwise, and, in relation to any aforementioned right, all registrations, applications, rights to apply, rights to priority, claims to entitlement, rights in co-ownership, renewals, extensions, continuations, divisions or reissues thereof, rights under licenses, consents, orders, judgments or undertakings and all rights to bring action for infringement past, present and future.

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“Knowledge of Parent” shall mean the actual knowledge without independent investigation (and in no event encompassing constructive, imputed or similar concepts of knowledge) of the Persons listed on Section 1.1(c) of the Parent Disclosure Schedule.

“Knowledge of Purchaser” shall mean the actual knowledge without independent investigation (and in no event encompassing constructive, imputed or similar concepts of knowledge) of the Persons listed on Section 1.1(a) of the Purchaser Disclosure Schedule.

“Law” shall mean any federal, state, provincial, local, foreign or supranational law, statute, regulation, ordinance, rule, Order or decree by any Governmental Entity.

“Liability” shall mean all indebtedness, obligations and other liabilities, whether absolute, accrued, matured, contingent (or based upon any contingency), known or unknown, asserted or unasserted, fixed or otherwise, or whether due or to become due, including any fines, penalties, losses, costs, interest, charges, expenses, damages, assessments, deficiencies, judgments, awards or settlements.

“Liens” shall mean all liens, pledges, charges, claims, deeds of trust, leases, subleases, options rights of first refusal or first offer, rights-of-way, rights of setoff, easements, restrictions on transfer, restrictive covenants, servitudes, defects in title, pledges, conditions, encroachments or other survey defects, adverse rights or claims, security interests, purchase agreements, options, restrictions on transfer or other encumbrances of any kind or nature whatsoever.

“Losses” shall mean all losses, demands, claims, Taxes and Liabilities (including reasonable attorney’s, accountant’s or other advisor’s fees), actually incurred or suffered by a Parent Indemnified Party or a Purchaser Indemnified Party, as applicable, in each case excluding the items set forth in Section 10.7.

“Net Indebtedness” shall mean an amount, which may be positive or negative, equal to (a) Indebtedness minus (b) Cash.

“Order” shall mean any outstanding order, judgment, writ, injunction, determination, stipulation, award or decree.

“Parent Group” shall mean Parent and the Seller and their respective Affiliates (other than any Transferred Entity).

“Parent Transaction Expenses” shall mean, without duplication, all liabilities incurred by the Transferred Entities and any member of the Parent Group for fees, expenses, costs or charges as a result of the contemplation, negotiation, efforts to consummate or consummation of the transactions contemplated by this Agreement and the Ancillary Agreements, including: (a) any fees and expenses of consultants, investment bankers, brokers, financial advisors, attorneys, accountants or other advisors, and any fees payable by such parties to any Governmental Entity or other third parties, in each case, in connection with the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements; (b) all transaction-related bonuses, retention payments, severance and similar amounts payable to employees of the Transferred Entities solely upon Closing, plus the employer portion of payroll Taxes to be imposed thereon (other than as a result of Purchaser’s decision to terminate employees at or after

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Closing); (c) the cash portion of all Pro-Rated Performance Awards required to be satisfied by Parent in accordance with Section 6.2(c); (d) fifty percent (50%) of all Competition and Foreign Investment Expenses; (e) one hundred percent (100%) of all fees, costs and expenses incurred in connection with the issuance of the D&O Tail; and (f) one hundred percent (100%) of all Transfer Taxes relating or with respect to the Pre-Closing Restructuring, in each case, except as otherwise accrued and taken into account in Working Capital.

“Permits” shall mean all licenses, permits, franchises, approvals, registrations, authorizations, consents or orders of, or filings with, any Governmental Entity.

“Permitted Liens” shall mean (a) statutory Liens of landlords and mechanics’, carriers’, workmen’s, repairmen’s, warehousemen’s, materialmen’s or other like Liens arising or incurred in the ordinary course of business and securing amounts that are not delinquent, Liens arising under original purchase price conditional sales contracts securing (and only securing) all or part of the purchase price owed to the seller in respect of the relevant property acquired by the buyer in the ordinary course of business (other than as a result of any performance, default or breach of law) and equipment leases with third parties entered into in the ordinary course of business, (b) Liens for Taxes, assessments or other governmental charges or levies that are not due or payable or that are being contested by appropriate Actions or as to which adequate reserves have been established on the Audited Financial Statements, (c) Liens disclosed on or reflected in the Business Audited Financial Statements, (d) defects or imperfections of title which do not adversely affect good, marketable and insurable title, (e) disclosed leases, subleases and similar agreements with respect to the Business Leased Real Property or Business Owned Real Property, (f) Liens listed in Schedule B of the applicable title insurance policies, and any easements, covenants, rights-of-way, restrictions of record and other similar non-monetary charges not materially interfering with the ordinary conduct of the Business as a whole and which do not adversely affect good, marketable and insurable title, (g) zoning, building and other similar restrictions, (h) Liens that have been placed by any developer, landlord or other third party on property owned by third parties or Liens in favor of the landlords and licensors under leases and licenses, not materially interfering with the ordinary conduct of the Business as a whole, (i) Liens incurred or deposits made in connection with workers’ compensation, unemployment insurance or other types of social security, (j) Liens not created by Parent or any of its Subsidiaries that affect the underlying fee interest of any Business Leased Real Property, (k) Liens created under federal, state or foreign securities Laws and (l) licenses or other rights granted to Intellectual Property.

“Person” shall mean an individual, partnership (general or limited), corporation, limited liability company, joint venture, association or other form of business organization (whether or not regarded as a legal entity under applicable Law), trust or other entity or organization, including a Governmental Entity or works council.

“Personal Data” shall mean any data or information relating to an identified or identifiable individual, including any data or information that, alone or in combination with other data or information, can, directly or indirectly, be associated with or used to identify an individual (including any part of such individual’s first and last names, home address, telephone number, email address, government issued identifier (including social security number, driver’s license number, passport number), credit card or other financial information, billing and transactional

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information, contact preferences, medical, health or insurance information, gender, date of birth, educational or employment information, and marital or other status, behavioral information, vehicle identification number, IP address, cookie identifier, or any other number or identifier that identifies an individual, or such Person’s vehicle, browser or device), or any other data or information that constitutes personal data, personally identifiable information, personal information or similar defined term under any privacy policy of any of the Transferred Entities.

“Post-Closing Period” shall mean any taxable period beginning after the Closing Date.

“Pre-Closing Period” shall mean any taxable period ending on or prior to the Closing Date, including the portion of any Straddle Period ending on the Closing Date.

“Pre-Closing Restructuring Taxes” shall mean any Taxes imposed in connection with the Pre-Closing Restructuring, including without limitation all Income Taxes, Transfer Taxes and any other Taxes.

“Purchaser Material Adverse Effect” shall mean any event, change, development or effect that is or would reasonably be expected to be, individually or in the aggregate, materially adverse to, or materially delay, the ability of Purchaser to perform its obligations under this Agreement or to consummate the Closing.

“Regulated Substance” shall mean any (a) hazardous substance or material as defined by any Environmental Law, (b) gasoline, diesel fuel, motor oil, waste or used oil, heating oil, kerosene and any other petroleum product, (c) asbestos and any other substance or material capable of causing harm and (d) polychlorinated biphenyls, methane, radon or the Specified Matter.

“Remedial Action” shall mean any and all actions to (a) investigate, sample, clean up, remediate, remove, treat, monitor, contain or in any other way address any Regulated Substance in the environment, (b) prevent the release or threat of release or minimize the further release of a Regulated Substance so it does not migrate or endanger human health or welfare or the environment, and (c) perform pre-remedial studies and investigations and post-remedial monitoring, maintenance and care. The term “Remedial Action” includes any action that constitutes a “removal,” “remedial action”, “remediation” or “response” (or equivalent terms) as defined by local Environmental Laws; and a “corrective action” (or equivalent term) as defined in local Environmental Laws.

“Representatives” shall mean, with respect to any Person, such Person’s Affiliates and its and its Affiliates’ respective directors, officers, employees, members, owners, partners, accountants, consultants, advisors, attorneys, agents and other representatives.

“Retained Businesses” shall mean the businesses of the Parent Group and its Affiliates (other than the Business).

“SEC” shall mean the United States Securities and Exchange Commission.

“Securities Act” shall mean the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

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“Seller Benefit Plan” shall mean each Benefit Plan that is not a Transferred Entity Benefit Plan.

“Share Transfer Form” shall mean the stock transfer form substantially in the same form as Exhibit A hereto, pursuant to which the transfer of the Shares shall be effected.

“Specified Matter” shall mean the items identified on Section 1.1(e) of the Parent Disclosure Schedule.

“Straddle Period” shall mean any taxable period beginning on or before the Closing Date and ending after the Closing Date.

“Subject Jurisdiction” shall mean France.

“Subject Jurisdiction Business” shall mean the portion of the Business conducted in the Subject Jurisdiction.

“Subject Jurisdiction Chubb Assets” shall mean all of the rights, assets and properties of Parent and its Subsidiaries exclusively used in the Subject Jurisdiction Business.

“Subject Jurisdiction Chubb Liabilities” shall mean all of the Chubb Liabilities exclusively related to the Subject Jurisdiction Business.

“Subject Jurisdiction Employees” shall mean the Business Employees that are exclusively located in the Subject Jurisdiction.

“Subject Jurisdiction Transferred Entities” shall mean the Transferred Entities that exclusively conduct business in, or are organized under the Laws of, the Subject Jurisdiction.

“Subsidiary” shall mean, with respect to any Person, any corporation, entity or other organization, whether incorporated or unincorporated, of which (a) such first Person directly or indirectly owns or controls at least a majority of the securities or other interests having by their terms ordinary voting power to elect a majority of the board of directors or others performing similar functions or (b) such first Person is a general partner or managing member.

“Target Working Capital Amount” shall mean $173,000,000.

“Tax” shall mean any tax of any kind, including any federal, state, provincial, local or foreign income, profits, license, severance, occupation, windfall profits, capital gains, capital stock, transfer, indirect transfer (including, but not limited to, Transfer Taxes), registration, social security (or similar), production, franchise, gross receipts, payroll, sales, employment, use, property, excise, value added, estimated, stamp, alternative or add-on minimum, parafiscal, escheat, unclaimed property, environmental or withholding tax, any other duty, assessment or governmental charge, together with all interest and penalties and other increases imposed with respect to such amounts and any Liability for the payment of any of the foregoing Taxes of another Person pursuant to any agreement, Contract, applicable Law or otherwise, including Liability for (i) Taxes arising as a result of being (or ceasing to be) a member of any affiliated, combined or unitary group of entities, (ii) as a result of any transferee or secondary Liability, (iii) resulting from any obligation to indemnify another Person, or (iv) any assumed Liability.

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“Tax Claim” shall mean any claim, audit, assessment, reassessment, examination or inquiry with respect to Taxes of the Transferred Entities made by any taxing authority.

“Tax Proceeding” shall mean any audit, assessment, reassessment, examination, contest, litigation or other proceeding with or against any taxing authority.

“Tax Return” shall mean any return, declaration, designation, election, schedule, report, claim for refund or information return or statement required to be filed or required to be filed with any taxing authority relating to Taxes, including any schedules or information required to be attached to any Tax Return and any amendment of any Tax Return.

“Tax Sharing Agreement” shall mean any Tax sharing, Tax indemnity, Tax allocation or similar agreement or Contract, including any agreement or Contract providing for the sharing, transfer or surrender of any losses, credits or other reliefs for any Tax purpose, but excluding in each case (i) customary commercial agreements the primary purpose of which does not relate to Taxes and (ii) that certain Tax Matters Agreement by and among Raytheon Technologies Corporation (formerly known as United Technologies Corporation)(“RTX”), Parent and Otis Worldwide Corporation, dated as of April 2, 2020.

“Transfer Taxes” shall mean any sales, use, transfer, indirect transfer, real property transfer, registration, documentary, stamp, value added, excise, recording, or similar Taxes and related fees and costs imposed on or payable in connection with the transactions contemplated by this Agreement.

“Transferred Contract” shall mean (i) any contract or agreement to which a Transferred Entity is a party and (ii) any contract or agreement that is a Chubb Asset.

“Transferred Entity” shall mean the Company and each Person to be a Subsidiary of the Company as of the Closing, which Persons are listed on Section 3.1 of the Parent Disclosure Schedule.

“Transferred Entity Benefit Plan” shall mean each Benefit Plan that is (i) sponsored, maintained or contributed to solely by one or more Transferred Entities, or (ii) that is exclusively for the benefit of the Business Employees and/or former employees of the Business. For the avoidance of doubt, the Benefit Plans listed on Section 1.1(f) of the Parent Disclosure Schedules shall be considered a Transferred Entity Benefit Plan.

“Transferred Entity Employee” shall mean each employee (including any employee on an approved leave of absence) of a Transferred Entity as of immediately prior to the Closing.

“Transferred Information” shall mean any Personal Data to be disclosed or conveyed to one Party or any of its representatives or agents (a “Recipient”) by or on behalf of another Party (a “Disclosing Party”) as a result of or in conjunction with the transactions contemplated herein, and includes all such Personal Data disclosed to the Recipient prior to the execution of this Agreement.

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“Transition Services Agreement” shall mean the Transition Services Agreement to be entered into at the Closing substantially in the form of Exhibit B hereto and including Schedules thereto to be agreed between Parent and Purchaser pursuant to Section 5.20.

“United States” shall mean the United States of America, including any State thereof and the District of Columbia.

“VAT” shall mean (i) within the U.K., any value added tax imposed by the VAT Act 1994 or any regulations promulgated thereunder, (ii) any Tax levied in accordance with (but subject to derogations from ) EU Directive 2006/112/EC and (iii) any similar Tax levied by reference to added value, turnover or sales.

“Willful Breach” shall mean any breach of this Agreement that is the consequence of an action or omission by any party that knew or should have known that the taking of such action or the failure to take such action would be a breach of this Agreement.

“Working Capital” shall mean (a) the current assets of the Business, as of immediately prior to the Closing, that are included in the line item categories of current assets specifically identified in Annex A of Schedule III reduced by (b) the current liabilities of the Business, as of immediately prior to the Closing, that are included in the line item categories of current liabilities specifically identified in Annex A of Schedule III, in each case calculated in accordance with the Accounting Principles; provided that in no event shall “Working Capital” include (A) any amounts to the extent included in or with respect to (i) Indebtedness, Cash or Parent Transaction Expenses, (ii) amounts outstanding pursuant to intercompany accounts, arrangements, understandings or Contracts to be settled or eliminated at or prior to the Closing pursuant to Section 5.7 or Section 5.8, (iii) Carrier Assets or Carrier Liabilities, or (iv) Liabilities or payments that are expressly required to be paid at or following the Closing by Parent or the Seller or any of their Affiliates pursuant to this Agreement or (B) any amounts in respect of any line items not specifically identified in Annex A of Schedule III; provided, further, that in no event shall “Working Capital” include any amounts with respect to deferred income Tax assets or deferred income Tax Liabilities.

Section 1.2 Other Definitions. The following terms shall have the meanings defined in the Section indicated:


Term		Section

Accounting Principles		2.4(b)
Agreement		Preamble
Allocation Schedule		87
Anticorruption Laws		3.8(b)
Baes Purchase Price		2.2
Business Audited Financial Statements		3.5(a)(i)
Business Financial Statements		3.5(a)(ii)
Business Leased Real Property		3.12(a)
Business Material Contracts		3.15(a)
Business Owned Real Property		3.12(a)

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Cash Incentive Compensation		6.6
Claim		92
Clearances		3.16(a)(iii)
Closing		2.1
Closing Date		2.3(a)
Closing Date Inputs		81
Closing Purchase Price		2.2
Closing Structure		5.15(b)
Closing Working Capital Adjustment Amount		2.2
Combined Tax Return		7.1(a)
Company		Preamble
Competing Business		5.14(b)
Competition and Foreign Investment Laws		5.3(e)
CR Improvement Plan		5.19
Current Representation		11.12(a)
D&O Indemnified Persons		5.10(b)
D&O Tail		5.10(b)
Databooks		3.5(a)(ii)
Designated Person		11.12(a)
DPO		48
Enforceability Exceptions		3.3
Estimated Closing Statement		2.4(a)
Expiry Date		6.12(ii)(vi)
Final Closing Statement		2.6(c)
Final Purchase Price		2.7
Financing		82
HMRC		31
Indemnified Party		10.4(a)
Indemnifying Party		10.4(a)
Independent Accounting Firm		2.6(c)
Initial Closing Statement		2.5(a)
Insurance Policies		5
International Data Transfers		49
Internet Properties		1.1
Legal Restraints		8.1(b)
Management Accounts		3.5(a)(ii)
Marks		1.1
Material Customer		3.15(c)
Material Suppliers		43
Money Laundering Laws		27
Net Indebtedness Adjustment Amount		2.2
Notice of Disagreement		2.6(a)
Outside Date		90
Parent		Preamble
Parent Disclosure Schedule		III
Parent Guarantees		5.9(a)

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Parent Indemnified Parties		10.3
Parent Names		5.13(a)
Parent Releasees		11.14(a)
Parent Releasors		11.14(b)
Parent Severance Policy		6.2(b)
Patents		1.1
Performance Guarantees		5.9(a)
Post-Closing Adjustment		2.7
Post-Closing Representation		11.12(a)
Potential Contributor		10.4(c)
Pre-Closing IBNR Claims		5.10(a)
Pre-Closing Restructuring		5.15(b)
Pre-Closing Restructuring Agreements		5.15(c)(i)
Purchaser		Preamble
Purchaser Disclosure Schedule		IV
Purchaser Indemnified Parties		10.2
Purchaser Releasees		11.14(b)
Purchaser Releasors		11.14(a)
Quality of Earnings Report		3.5(a)(ii)
R&W Insurance Policy		Section 5.16
Required Approval		8.1(a)
Resolution Period		2.6(b)
Sale		2.1
Section 338(g) Elections		86
Seller		Preamble
Shared Location		5.5(a)
Shares		Recitals
Subject Jurisdiction Closing		79
Subject Jurisdiction Purchase Price		79
Subject Jurisdiction Put Option		6.12
Subject Jurisdiction Transfer Agreements		81
Third Party Claim		10.4(a)
Third Party Consents		5.5(a)
Third Party Rights		5.15(d)
Trade Secrets		1.1
Transferred Business Employee		6.1
Transferred Entity Indemnified Guarantees		5.9(b)
Transferred Entity Permits		3.9(a)
Works Councils		6.12(ii)(vi)

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ARTICLE II

THE SALE

Section 2.1 Sale and Purchase of Shares. Upon the terms and subject to the conditions set forth in this Agreement, at the closing of the transactions contemplated by this Agreement (the “Closing”), Parent shall, or shall cause the Seller to, transfer, convey, assign and deliver to Purchaser, and Purchaser shall purchase and acquire from the Seller, all of the Seller’s right, title and interest in and to the Shares (the “Sale”); provided, however, that (a) the sale of the Subject Jurisdiction Chubb Assets and the Subject Jurisdiction Transferred Entities and (b) the assumption by Purchaser (or one or more of its Affiliates) of the Subject Jurisdiction Chubb Liabilities, in each case with respect to any Subject Jurisdiction Business, are subject to Seller’s exercise of the applicable Subject Jurisdiction Put Option in accordance with Section 6.12.

Section 2.2 Closing Purchase Price(a) . In consideration for the Shares, at the Closing, Purchaser shall deliver to the Seller, in cash, an aggregate amount equal to (a) $3,100,000,000 (subject to adjustment pursuant to Section 6.12(c)(ii)) (the “Base Purchase Price”), plus (b) the difference of (i) the Closing Working Capital Adjustment Amount, minus (ii) the Net Indebtedness Adjustment Amount (which difference, determined pursuant to this clause (b), may be positive or negative). The aggregate amount determined pursuant to the first sentence of this Section 2.2 is referred to as the “Closing Purchase Price”. “Closing Working Capital Adjustment Amount” shall mean an amount, which may be positive or negative, that shall be equal to (i) the amount of Working Capital set forth in the Estimated Closing Statement, minus (ii) the Target Working Capital Amount. “Net Indebtedness Adjustment Amount” shall mean an amount, which may be positive or negative, if any, of Net Indebtedness set forth in the Estimated Closing Statement.

Section 2.3 Closing.

(a) The Closing shall take place (i) at the offices of Paul, Weiss, Rifkind, Wharton & Garrison LLP, 1265 Avenue of the Americas, New York, New York 10019, at 10:00 a.m., New York time, on the first Business Day of the month following the month during which all of the conditions set forth in Article VIII (other than those conditions that by their nature are to be satisfied or waived on the Closing Date, but subject to the satisfaction or waiver of those conditions) are satisfied or waived, provided that, if the date of such satisfaction or waiver is one of the last four (4) Business Days of any month, then either Parent or Purchaser may elect to defer the Closing to the first Business Day of the second month following the month during which such date occurs, or (ii) at such other place, time or date as may be mutually agreed upon in writing by Parent and Purchaser. The date on which the Closing occurs is referred to as the “Closing Date.”

(b) At the Closing:

(i) Parent shall, or shall cause the Seller to:

(A) convey to Purchaser all of the Seller’s right, title and interest in the Shares, together with a duly executed Share Transfer Form therefor;

(B) deliver to Purchaser the certificate required to be delivered pursuant to Section 8.2(c); and

(C) deliver to Purchaser a duly executed counterpart to each of the Ancillary Agreements to which any member of the Parent Group or any Transferred Entity is a party, which was not executed and delivered on the date hereof.

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(ii) Purchaser shall:

(A) deliver to the Seller by wire transfer, to an account or accounts designated by Parent prior to the Closing, immediately available funds in an aggregate amount equal to the Closing Purchase Price;

(B) deliver to Parent the certificate required to be delivered pursuant to Section 8.3(c); and

(C) deliver to Parent on behalf of the Seller a duly executed counterpart to each of the Ancillary Agreements to which Purchaser or any of its Subsidiaries is a party, which was not executed and delivered on the date hereof.

Section 2.4 Closing Working Capital and Net Indebtedness Adjustments.

(a) Not less than three (3) Business Days prior to the anticipated Closing Date, Parent shall provide Purchaser with a good faith estimate of each of (i) Working Capital, (ii) Cash and (iii) Indebtedness (collectively, the “Estimated Closing Statement”), which shall be accompanied by a notice that sets forth (i) Parent’s determination of the Closing Working Capital Adjustment Amount and Net Indebtedness Adjustment Amount and the Closing Purchase Price after giving effect to the Closing Working Capital Adjustment Amount and Net Indebtedness Adjustment Amount and (ii) the account or accounts to which Purchaser shall transfer the Closing Purchase Price pursuant to Section 2.3.

(b) The Estimated Closing Statement shall be prepared in good faith in accordance with the Accounting Principles attached as Schedule III hereto (the “Accounting Principles” ). For illustrative purposes only, Annex A of Schedule III sets forth a calculation of Working Capital as of December 31, 2020.

Section 2.5 Post-Closing Statements.

(a) Within fifty (50) Business Days after the Closing Date, Parent shall prepare in good faith and deliver to Purchaser a statement of (i) Working Capital, (ii) Cash and (iii) Indebtedness (collectively, the “Initial Closing Statement”); provided that if Purchaser and the Transferred Entities fail to provide access in accordance with Section 2.5(b), such time period shall be automatically extended by the length of time it takes Purchaser and the Transferred Entities to provide such access. The Initial Closing Statement shall be prepared in good faith in accordance with the Accounting Principles, applied consistently with their application in connection with the preparation of the Estimated Closing Statement.

(b) Following the Closing through the date that the Initial Closing Statement has become final and binding in accordance with Section 2.6(c), Parent and its Representatives shall be permitted to reasonable access and review, during normal business hours, of the books, records and work papers, and shall be permitted reasonable access to the underlying assets and premises, of the Transferred Entities and Purchaser that are reasonably related to the calculations of Working Capital and Net Indebtedness, and Purchaser shall, and shall cause its Subsidiaries (including the Transferred Entities) and its and their respective employees, accountants and other Representatives to, cooperate with and assist Parent and its Representatives in connection with such review, including by providing access to such books, records, work papers, assets and premises and making available personnel to the extent requested, in each case, upon reasonable notice and during normal business hours.

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(c) Purchaser agrees that, following the Closing through the date that the Initial Closing Statement becomes final and binding in accordance with Section 2.6(c), Purchaser will (and shall cause its Affiliates and Representatives to) preserve and maintain in all material respects, all accounting books, records, policies or procedures on which the Business Audited Financial Statements or the Initial Closing Statement are based, or on which the Final Closing Statement is to be based.

Section 2.6 Reconciliation of Initial Closing Statement.

(a) Purchaser shall notify Parent in writing no later than forty (40) Business Days after Purchaser’s receipt of the Initial Closing Statement if Purchaser disagrees with the Initial Closing Statement, which notice shall describe the basis for such disagreement (the “Notice of Disagreement”). If no Notice of Disagreement is delivered to Parent within such period, then the Initial Closing Statement shall become final and binding upon the parties in accordance with Section 2.6(c). If a Notice of Disagreement is delivered to Parent within such period, then only such portions of the Initial Closing Statement that Purchaser does not identify or disagree with in the Notice of Disagreement shall become final and binding upon the parties in accordance with Section 2.6(c).

(b) During the thirty (30) days immediately following the delivery of a Notice of Disagreement (the “Resolution Period”), Parent and Purchaser shall seek in good faith to resolve any differences that they may have with respect to the matters identified in the Notice of Disagreement.

(c) If, at the end of the Resolution Period, Parent and Purchaser have been unable to resolve any differences that they may have with respect to the matters identified in the Notice of Disagreement, Parent and Purchaser shall submit all matters that remain in dispute with respect to the Notice of Disagreement to Deloitte Touche Tohmatsu Limited or, if such firm is unwilling or unable to fulfill such role, (i) another internationally-recognized independent certified public accounting firm mutually acceptable to Parent and Purchaser or (ii) if Parent and Purchaser are unable to agree upon another such firm within ten (10) Business Days after the end of the Resolution Period, then within an additional ten (10) Business Days, Parent and Purchaser shall each select one such firm and those two firms shall, within ten (10) Business Days after their selection, select a third (3rd) such firm (Deloitte Touche Tohmatsu Limited, the firm selected in accordance with clause (i) or the third firm selected in accordance with clause (ii), as applicable, the “Independent Accounting Firm”). Within thirty (30) days after the Independent Accounting Firm’s selection, the Independent Accounting Firm shall make a final determination in accordance with the Accounting Principles and based solely on the definitions and other applicable provisions of this Agreement, and the written submissions of the parties (which written submissions shall be distributed by the Independent Accounting Firm to each party), of the appropriate amount of each of the matters that remain in dispute solely to the extent indicated in the Notice of Disagreement that Parent and Purchaser have submitted to the Independent Accounting Firm. The Independent Accounting Firm shall act as an expert and not as an

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arbitrator. With respect to each disputed matter, such determination, if not in accordance with the position of either Parent or Purchaser, shall not be in excess of the higher, or less than the lower, of the amounts advocated by Parent in the Notice of Disagreement or by Purchaser in the Initial Closing Statement with respect to such disputed matter, and such determinations shall be set forth in a written statement setting forth in reasonable detail the basis for the Independent Accounting Firm’s determination with respect to each disputed matter. None of Purchaser, the Seller, the Company, nor any of its or their Representatives shall have ex parte communications with the Independent Accounting Firm relating to this Section 2.6(c) or this Agreement, and the Independent Accounting Firm shall not conduct an independent investigation in respect of its determination. For the avoidance of doubt, the Independent Accounting Firm shall not review or make any determination with respect to any matter other than the matters that remain in dispute to the extent indicated in the Notice of Disagreement and shall not consider any events or developments that occurred after the Closing. The Initial Closing Statement as finally determined either through agreement of the parties pursuant to Section 2.6(a) or Section 2.6(b) or through the action of the Independent Accounting Firm pursuant to this Section 2.6(c), shall be the “Final Closing Statement.”

(d) The fees and expenses of the Independent Accounting Firm, and of any expert, consultant or legal advisor retained by Purchaser or Parent in connection with the Notice of Disagreement and resolution thereof, shall be borne by Purchaser and Parent in a proportion as is appropriate to reflect their relative success in the resolution of the dispute; for example, if Purchaser challenges the calculation of the Final Purchase Price by an amount of $100,000, but the Independent Accounting Firm determines that Purchaser has a valid claim for only $70,000, then Parent shall bear seventy percent (70%) of such fees and expenses and Purchaser shall bear the other thirty percent (30%) of such fees and expenses. During the review by the Independent Accounting Firm, each of Purchaser and Parent shall, and shall cause its respective Subsidiaries (including, in the case of Purchaser, the Transferred Entities) and its and their respective employees, accountants and other Representatives to, each make available to the Independent Accounting Firm interviews with such personnel, and such information, books and records and work papers, as may be reasonably requested by the Independent Accounting Firm to fulfill its obligations under Section 2.6(c); provided, that the accountants of Parent or Purchaser shall not be obliged to make any work papers available to the Independent Accounting Firm except in accordance with such accountants’ normal disclosure procedures and then only after such Independent Accounting Firm has signed a customary agreement relating to such access to work papers. In acting under this Agreement, the Independent Accounting Firm shall be entitled to the privileges and immunities of an arbitrator.

(e) The process set forth in Section 2.5 and this Section 2.6 shall be the sole and exclusive remedy of any of the parties and their respective Affiliates for any disputes related to the Closing Working Capital Adjustment Amount and Net Indebtedness Adjustment Amount, the Post-Closing Adjustment, and the calculations and amounts on which they are based or set forth in the related statements and notices delivered in connection therewith, whether or not the underlying facts and circumstances constitute a breach of any representations or warranties contained in this Agreement; provided, however, that this Section 2.6(e) shall not prohibit Parent or Purchaser, as applicable, from instituting an Action to enforce any final determination of the Final Purchase Price by the Independent Accounting Firm pursuant to this Section 2.6(e), and in accordance with Section 11.3. The substance of the Independent Accounting Firm’s

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determination shall not be subject to review or appeal, absent a showing of manifest error or fraud. It is the intent of the parties to have any final determination of the Final Purchase Price by the Independent Accounting Firm proceed in an expeditious manner; provided, however, any deadline or time period contained herein may be extended or modified by the written agreement of Parent and Purchaser, and the parties agree that the failure of the Independent Accounting Firm to conform to any deadline or time period contained herein shall not be a basis for seeking to overturn any determination rendered by the Independent Accounting Firm which otherwise conforms to the terms of this Section 2.6.

Section 2.7 Post-Closing Adjustment. The “Post-Closing Adjustment” may be either a positive or negative amount, and shall be equal to the sum of (a) (i) the amount of Working Capital set forth in the Final Closing Statement, minus (ii) the amount of Working Capital set forth in the Estimated Closing Statement, plus (b) (i) the amount of Net Indebtedness set forth in the Estimated Closing Statement minus (ii) the amount of Net Indebtedness set forth in the Final Closing Statement. If the Post-Closing Adjustment is a positive amount, then Purchaser shall pay in cash to the Seller (or one or more Affiliates designated by Parent) the absolute value of the amount of the Post-Closing Adjustment. If the Post-Closing Adjustment is a negative amount, then the Seller (or an Affiliate designated by Parent) shall pay in cash to Purchaser the absolute value of the amount of the Post-Closing Adjustment. The Closing Purchase Price, as adjusted by the Post-Closing Adjustment, shall be the “Final Purchase Price.” Any such payment pursuant to this Section 2.7 shall be made by wire transfer of immediately available funds within five (5) Business Days after the determination of the Final Closing Statement to an account designated in writing by the party entitled to the payment within three (3) Business Days after the determination of the Final Closing Statement.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF PARENT

Except as (a) disclosed in the reports, schedules, forms, statements and other documents filed by Parent with, or furnished to, the SEC and publicly available at least two (2) Business Days prior to the date of this Agreement or (b) disclosed in the disclosure schedule delivered to Purchaser prior to the execution of this Agreement (the “Parent Disclosure Schedule”), it being agreed that disclosure of any item in any section or subsection of the Parent Disclosure Schedule shall also be deemed disclosure with respect to any other section or subsection of this Agreement to which the relevance of such item is reasonably apparent on its face, Parent hereby represents and warrants to Purchaser as follows:

Section 3.1 Organization and Qualification; Subsidiaries.

(a) The Seller is and each Transferred Entity (i) is or will be as of the Closing a corporation or other legal entity duly organized, validly existing for an unlimited duration and in good standing under the Laws of the jurisdiction of its organization and (ii) is carrying on its business as now being conducted in accordance with its memorandum and articles of association, by-laws or equivalent constitutional documents, except as would not reasonably be expected to be, individually or in the aggregate, material to the Business taken as a whole. The statutory books and records of each Transferred Entity have been properly kept and contain an accurate

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and complete record of the matters with which they should deal and no notice or allegation that any of them is incorrect or should be rectified has been received, in each case except as would not result in a Business Material Adverse Effect. Each Transferred Entity has or will have as of the Closing all requisite corporate or other organizational power and authority to carry on its businesses as now being conducted. Each Transferred Entity is qualified to do business and is in good standing as a foreign corporation or other legal entity in each jurisdiction where the conduct of its business requires such qualification, in each case except as would not have a Business Material Adverse Effect. Section 3.1 of the Parent Disclosure Schedule sets forth a list of all Transferred Entities. Parent has prior to the date of this Agreement made available a complete and correct copy of the certificate of incorporation and the bylaws, or equivalent organizational documents, each as amended to date, of each Transferred Entity, except as would not have a Business Material Adverse Effect. Such certificates of incorporation, bylaws or equivalent organizational documents are in full force and effect, in each case except as would not have a Business Material Adverse Effect. To the Knowledge of Parent, no Transferred Entity is in material violation of any of the provisions of its certificate of incorporation, bylaws or equivalent organizational documents.

(b) Except as would not have a Business Material Adverse Effect, no Dutch Transferred Entity is subject to the Dutch statutory regime with respect to large companies (structuurregime), whether full or mitigated, on a voluntary or compulsory basis, and no filings in respect thereof have been made or are required to be made.

Section 3.2 Capitalization of the Transferred Entities.

(a) The Shares are duly authorized, validly allotted and issued, fully paid and nonassessable and owned by the Seller, free and clear of all Liens (other than restrictions imposed by securities laws applicable to securities generally and rights of Purchaser under this Agreement). Except for the Shares, there are no Equity Interests of the Company issued or outstanding. No unissued shares of the Company are under option or agreed conditionally or unconditionally to be placed under option.

(b) Section 3.2(b) of the Parent Disclosure Schedule sets forth all of the authorized and issued Equity Interests of the Transferred Entities and there are no other Equity Interests of any Transferred Entity. The Company owns, directly or indirectly, all of the Equity Interests in the Transferred Entities (other than the Company) free and clear of all Liens (other than restrictions imposed by securities laws applicable to securities generally and rights of the Purchaser under this Agreement). All of the Equity Interests in the Transferred Entities constitute the entire issued and outstanding share capital of the Transferred Entities and are duly authorized, validly allotted and issued, fully paid and nonassessable. No unissued shares of any Transferred Entity are under option or agreed conditionally or unconditionally to be placed under option.

Section 3.3 Authority Relative to this Agreement. Parent, the Seller and the Company have all necessary corporate or similar power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated by this Agreement in accordance with the terms hereof. This Agreement has been duly and validly executed and delivered by Parent, the Seller and the Company, and, assuming the due authorization, execution and delivery

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of this Agreement by Purchaser, constitutes a valid, legal and binding agreement of Parent, the Seller and the Company, enforceable against Parent, the Seller and the Company in accordance with its terms, subject to the effect of any applicable Laws relating to bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or preferential transfers, or similar Laws relating to or affecting creditors’ rights generally and subject, as to enforceability, to the effect of general principles of equity (the “Enforceability Exceptions”). Each member of the Parent Group has all necessary corporate or similar power and authority to execute, deliver and perform each Ancillary Agreement to which it is a party in accordance with the terms thereof. At the Closing, each Ancillary Agreement executed and delivered by the member of the Parent Group party thereto will be duly and validly executed and delivered by such member of the Parent Group, and, assuming the due authorization, execution and delivery of each Ancillary Agreement by Purchaser or its applicable Subsidiaries, will constitute, a valid, legal and binding agreement of the applicable members of the Parent Group, enforceable against them in accordance with the terms thereof, subject to the Enforceability Exceptions.

Section 3.4 Consents and Approvals; No Violations. Except as set forth on Section 3.4 of the Parent Disclosure Schedule, no filing with or notice to, and no permit, authorization, registration, consent or approval of, any Governmental Entity or third party is required on the part of Parent, the Seller or the Company for the execution, delivery and performance by Parent, the Seller or the Company of this Agreement or by Parent or any member of the Parent Group thereof of any Ancillary Agreement to which it is a party or the consummation by Parent, the Seller or the Company thereof of the transactions contemplated hereby or thereby, except (a) compliance with any applicable requirements of any Competition and Foreign Investment Laws; (b) compliance with any Permits relating to the Business; or (c) any such filings, notices, permits, authorizations, registrations, consents or approvals, the failure to make or obtain would not reasonably be expected to have a Business Material Adverse Effect. Assuming compliance with the items described in clauses (a) through (c) of the preceding sentence, neither the execution, delivery and performance of this Agreement by Parent, the Seller or the Company or any Ancillary Agreement by Parent or any applicable Subsidiary thereof, nor the consummation by Parent or any Subsidiary thereof of the transactions contemplated hereby or thereby, will (i) conflict with or result in any breach, violation or infringement of any provision of the respective articles of incorporation or by-laws (or similar governing documents) of Parent, the Seller or any Transferred Entity, (ii) result in a breach, violation or infringement of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to the creation of any Lien, except for Permitted Liens, or any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any Business Material Contract, or (iii) violate any Law applicable to any Transferred Entity or any of their respective properties or assets, except, in the case of clause (ii) or clause (iii), as would not have a Business Material Adverse Effect.

Section 3.5 Financial Statements; Liabilities.

(a) (i) Section 3.5(a)(i) of the Parent Disclosure Schedule sets forth the audited combined statement of operations of the Business for the years ended December 31, 2019 and 2020 and the unaudited combined balance sheet of the Business as of December 31, 2019 and 2020 (together with any notes thereto, the “Business Audited Financial Statements”). The Business Audited Financial Statements (A) were prepared in accordance with GAAP,

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applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and (B) present fairly, in all material respects, the combined financial position and the combined results of operations of the Business, as of the respective dates thereof or the periods then ended, in each case except as may be noted therein.

(ii) The Vendor Due Diligence Report, Volume 1 issued by Ernst & Young Chartered Accountants (“EY”) dated June 1, 2021 and the Q1 FY21 and Q2 FY21 update databooks issued by EY (the “Databooks” ) dated July 1, 2021 and July 25, 2021, respectively (the “Quality of Earnings Report” and, together with the Business Audited Financial Statements, the “Business Financial Statements”), has been delivered to Purchaser prior to the date of this Agreement. Parent directed EY to prepare the Quality of Earnings Report based on management-prepared accounts, as of June 30, 2021 (the “Management Accounts”), that were prepared based on the books and records of Parent and are true and accurate in all material respects.

(iii) The Business Financial Statements and the foregoing representations and warranties are qualified by the fact that (A) the Business has not operated on a standalone basis and has historically been reported within Parent’s consolidated financial statements, and (B) the Business Financial Statements assume certain allocated charges and credits which do not necessarily reflect amounts that would have resulted from arms-length transactions or that the Business would incur on a standalone basis.

(b) To the Knowledge of Parent, there are no liabilities or obligations of the Transferred Entities of any nature, whether or not accrued, contingent or otherwise, that would be required by GAAP to be reflected on a combined balance sheet of the Business, other than those that (i) are reflected or reserved against on the Business Audited Financial Statements or reflected in the determination of Working Capital or Net Indebtedness; (ii) have been incurred in the ordinary course of business since March 31, 2021; (iii) are incurred in connection with the transactions contemplated hereby or the announcement, negotiation, execution or performance of this Agreement, the Ancillary Agreements or the Closing; (iv) have been discharged or paid off;; (v) constitute Carrier Liabilities; or (vi) would not have a Business Material Adverse Effect.

Section 3.6 Absence of Certain Changes or Events. Except as contemplated by this Agreement (including the Pre-Closing Restructuring, and including any actions reasonably taken as a result of, or in reaction to COVID-19 or COVID-19 Measures), (a) since March 31, 2021 and through the date of this Agreement, the Business has been operated in the ordinary course in all material respects and (b) since March 31, 2021, there has not occurred any Business Material Adverse Effect. Except as would not have a Business Material Adverse Effect, since June 30, 2021, no Transferred Entity has taken any action that, if taken after the date of this Agreement, would constitute a breach of, or require the consent of Purchaser under, Section 5.4(a).

Section 3.7 Litigation.

(a) As of the date of this Agreement, (a) there is no Action pending or, to the Knowledge of Parent, threatened against the Parent or any Transferred Entity, or arising out of or relating to the Business, which, if decided adversely to the Parent or such Transferred Entity or in respect of the Business would have a Business Material Adverse Effect or will materially and

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adversely affect the ability of the Parent or the Seller to consummate the transaction contemplated hereby, and (b) no Transferred Entity (nor any member of the Parent Group solely with respect to the Business) is subject to any outstanding Order of any court, tribunal, arbitrator or Governmental Entity, except as would not have a Business Material Adverse Effect.

(b) To the Knowledge of Parent, neither the Parent, the Transferred Entities, nor any current or former employee, advisor, consultant or director of the Parent, or the Transferred Entities, has identified or been made aware of any fraud or Willful Breach, whether or not material, that involves the Transferred Entities’ management or other current or former employees, consultants, advisors or directors of the Transferred Entities, or any claim or allegation regarding any of the foregoing.

(c) To the Knowledge of the Parent, no matter or circumstances exist which may give rise to any criminal or material tort, civil or administrative Liability of any Transferred Entity which would have a Business Material Adverse Effect.

Section 3.8 Compliance with Laws.

(a) (i) None of the Transferred Entities or, solely with respect to the Business, Parent or its other Subsidiaries, is, or since the date that is three (3) years prior to the date hereof has been, in violation of any Laws or Order issued by a Governmental Entity and (ii) neither Parent nor any of its Subsidiaries has, since the date that is three (3) years prior to the date hereof, received any written notice alleging any such violation in connection with the Business, in each case except as would not have a Business Material Adverse Effect.

(b) Except as would not have a Business Material Adverse Effect, (i) neither the Parent nor any of its Subsidiaries has violated, in connection with the Business, any applicable Law relating to anti-bribery or anticorruption, including without limitation, the U.S. Foreign Corrupt Practices Act of 1977, as amended, the U.K. Bribery Act 2010, the Prevention of Bribery Ordinance (Cap. 201 of the Laws of Hong Kong), the Loi Sapin II pour la transparence de la vie économique (Sapin 2), and other similar Laws in applicable jurisdictions, in each case, as in effect at the time of such action (all such Laws, “Anticorruption Laws”), (ii) to the Knowledge of Parent, no director, officer, agent, employee, representative, consultant or other Person acting for or on behalf of Parent or any of its Subsidiaries has, with respect to the Business, violated any Anticorruption Law, and (iii) through the date hereof, neither Parent nor any of its Subsidiaries has, with respect to the Business, received any written notice alleging any such violation of any Anticorruption Law nor has any Transferred Entity been subject to and/or had cause to undertake an investigation, inquiry and/or review into allegations relating to the same.

(c) To the Knowledge of Parent, the operations of each of the Transferred Entities are, and during the past five (5) years have been, conducted in compliance with all anti-money laundering laws and all related financial record keeping and reporting requirements, rules, regulations and guidelines (collectively “Money Laundering Laws”) in all material respects and no investigation, action, suit or proceeding before any Governmental Entity involving any of the Transferred Entities with respect to Money Laundering Laws is pending or, to the Knowledge of the Parent, threatened and nor has any Transferred Entity been subject to and/or had cause to undertake such an investigation, inquiry and/or review into allegations relating to the same.

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(d) To the Knowledge of Parent, the Transferred Entities have complied with all applicable reporting obligations relating to sanctions and terrorism including to the UK Office of Financial Sanctions Implementation (OFSI) and the UK National Crime Agency including the United Kingdom Financial Intelligence Unit. The Transferred Entities have not had cause to make any authorised disclosure(s) under Sections 327, 328 and/or 329 of the Proceeds of Crime Act 2002 (UK).

(e) Except as would not have a Business Material Adverse Effect, the Transferred Entities are and have been in compliance with: (A) all applicable sanctions laws and regulations, including the U.S. economic sanctions laws and regulations administered by the United Kingdom, the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), the U.S. Department of State, and the United Nations Security Council; (B) any laws or regulations regarding the importation of goods, including the U.S. import laws and regulations administered by U.S. Customs and Border Protection; (C) all applicable export controls laws and regulations, including those administered by the United Kingdom, the Export Administration Regulations (“EAR”) administered by the U.S. Department of Commerce’s Bureau of Industry and Security (“BIS”), the International Traffic in Arms Regulations (“ITAR”) Administered by the U.S. Department of State’s Directorate of Defense Trade Controls (“DDTC”); and (D) the anti-boycott regulations administered by BIS and the U.S. Department of the Treasury.

(f) Except as would not have a Business Material Adverse Effect, the Transferred Entities have instituted and maintained appropriate policies and procedures designed to ensure compliance by each such Transferred Entity with all applicable anti-corruption, anti-bribery, sanctions, terrorism and anti-money laundering laws and all related financial record keeping and reporting requirements, rules, regulations and guidelines and to prevent breaches of such laws.

Section 3.9 Permits.

(a) The Transferred Entities hold or will hold as of the Closing all Permits necessary for the conduct of the Business as conducted on the date hereof (the “Transferred Entity Permits”), except for failures to hold such Transferred Entity Permits that would not have a Business Material Adverse Effect. Except where the failure to so comply would not have a Business Material Adverse Effect, (a) the Transferred Entities are in compliance with the terms of the Transferred Entity Permits and (b) each such Transferred Entity Permit is valid, subsisting and in full force and effect.

(b) Except where the failure to so comply would not have a Business Material Adverse Effect, neither the Parent nor any of the Transferred Entities has received any written notice or other written communication from any Governmental Entity regarding (i) any actual or possible violation of any material Transferred Entity Permit or (ii) any actual or possible revocation, withdrawal, suspension, cancellation, termination or modification of any material Transferred Entity Permit, and to the Knowledge of the Parent, no such written notice or other written communication is forthcoming. Except where the failure to so comply would not have a

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Business Material Adverse Effect, the Transferred Entities each have complied with all of the terms of the Transferred Entity Permits and none of the Transferred Entity Permits will be terminated or impaired, or will become terminable, in whole or in part, as a result of the Agreement.

Section 3.10 Employee Benefit Plans.

(a) Section 3.10(a) of the Parent Disclosure Schedule sets forth a list, as of the date hereof, of each Transferred Entity Benefit Plan that is (i) a defined benefit pension plan, defined contribution plan, (ii) a material Transferred Entity Benefit Plan (other than any employment agreement or other individual compensatory agreement) maintained in a Material Jurisdiction, or (iii) that is an employment agreement with the President of the Business as of the date hereof, or any Business Employee who directly reports to the President of the Business as of the date hereof or that provides any material severance benefits in excess of those required by applicable Law. With respect to each such Transferred Entity Benefit Plan, the Parent has made available to Purchaser a copy thereof (provided that compensation amounts and other personal information may be redacted from each applicable employment agreement) and the most recent actuarial valuation report, if applicable. For purposes of this Section 3.10(a), “Material Jurisdiction” means each of Australia, Canada, France, the Netherlands, Belgium, Luxembourg, Hong Kong and the United Kingdom.

(b) Except as would not have a Business Material Adverse Effect, each Transferred Entity Benefit Plan has been established, maintained, registered, funded, qualified, invested and operated in compliance with applicable Law and all contributions or premiums required to be made by any Transferred Entity or the Seller or any of their Affiliates to any Transferred Entity Benefit Plan have been timely made or accrued. Except as would not have a Business Material Adverse Effect, with respect to each Transferred Entity Benefit Plan, (i) all required filings and reports have been made in a timely manner with all Governmental Entities, (ii) all obligations of the Transferred Entities (whether pursuant to the terms thereof or any applicable Laws) that have become due as of the date hereof have been satisfied, and there are no outstanding defaults or violations by any Transferred Entities with respect to such obligations, (iii) no material Taxes, penalties or fees are owing, assessable and delinquent under any such Benefit Plan and (iv) to the Knowledge of Parent, no event has occurred with respect to any registered Benefit Plan which would result in the revocation of the registration of such Benefit Plan, or which would entitle any Person (without the consent of the sponsor of such Benefit Plan) to wind up or terminate any such Benefit Plan, in whole or in part, or could otherwise reasonably be expected to have an adverse effect on the Tax status of any such Benefit Plan.

(c) Except as would not have a Business Material Adverse Effect, the Seller has made available to Purchaser true, correct and complete copies of all documents governing or relating to the Transferred Entity Benefit Plans and the Seller Benefit Plans (or if oral, summaries thereof), together with all related documentation including the agreements under which each Transferred Entity is included in the scheme as a participating employer, funding agreements, summary plan descriptions, letters of credit, financial statements and asset statements and all material, non-routine correspondence with any Governmental Entities or other relevant Persons (including in respect of any pending action, investigation, examination or claim relating to any Transferred Entity Benefit Plan), all explanatory literature and announcements

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issued to its members or prospective members, and any written terms and conditions or contracts for employees giving a right to participate in the Transferred Entity Benefit Plans or which otherwise make reference to the Transferred Entity Benefit Plans, in each case for the current year and the previous six (6) years. Except as would not have a Business Material Adverse Effect, all the benefits that the Transferred Entity Benefit Plans provide are described accurately and in full detail in these documents and no changes or events have occurred or are expected to occur which would affect the information contained in the financial statements or asset statements required to be provided to the Purchaser pursuant to this Section 3.10(c).

(d) Apart from the Seller Benefit Plans and the Transferred Entity Benefit Plans, to the Knowledge of Parent, none of the Transferred Entities have, and none of them have had, any arrangements (legally binding or otherwise) for providing or contributing towards benefits on retirement, leaving service, death, disability, illness or injury for or in respect of any current or former employee or officer of any Transferred Entity or their dependants and no Transferred Entity has provided or promised to provide any ex-gratia pension benefits, lump sums or similar benefits for any current or former employee or officer of any Transferred Entity or their dependants. Except as would not have a Business Material Adverse Effect, no Transferred Entity provides or contributes towards, and has not undertaken to provide or contribute towards, any such benefits in respect of any current or former employee or officer of any Transferred Entity except through the Transferred Entity Benefit Plans. Except as would not have a Business Material Adverse Effect, no announcement has been made of an intention to establish any new arrangement for providing or contributing towards any such benefits. To the Knowledge of Parent, no undertaking or assurance has been given as to the continuance, improvement or increase of any benefit under any of the Transferred Entity Benefit Plans or of a kind set out above.

(e) Except as would not have a Business Material Adverse Effect: (i) every employee or officer and former employee or officer of any Transferred Entity entitled to join a Transferred Entity Benefit Plan was offered membership of that Transferred Entity Benefit Plan as of the date on which he became entitled and therefore there are no back contributions due by any Transferred Entity to any of the Transferred Entity Benefit Plans; and (ii) only employees or former employees (or any spouses, dependants, survivors or beneficiaries of any such employees or former employees) of a Transferred Entity are entitled to participate in the Transferred Employee Benefit Plans and no entity other than such Transferred Entity is a participating employer under any Transferred Employee Benefit Plan.

(f) Except as would not have a Business Material Adverse Effect: (i) the Seller has notified the Purchaser of the rates of contributions which it and the members are currently paying to the Transferred Entity Benefit Plans and the definition(s) of earnings used to calculate contributions, any proposed changes to the rates or definition(s) of earnings (including without limitation details of any salary/pay increases), the dates contributions are due to be paid, whether contributions are due in advance or in arrears, and details of any additional or special contributions paid by employees of any Transferred Entity, or to the Transferred Entity Benefit Plans by any Transferred Entity, within the three years prior to the date of the Agreement; and (ii) the Seller has given the Purchaser full details of any proposed amendments to any of the Transferred Entity Benefit Plans. All contributions or premiums with regard to any of the pensions of the employees of the Transferred Entities that are due on or before date of this Agreement or relate to the period prior to date of this Agreement have been fully paid or are adequately provided for in the Business Financial Statements or Management Accounts (as applicable).

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(g) Except as would not have a Business Material Adverse Effect, all legal, actuarial and other professional fees, charges or expenses (including taxes or levies) in respect of the Transferred Entity Benefit Plans which have become due have been paid.

(h) To the Knowledge of Parent and except as would not have a Business Material Adverse Effect, all benefits (other than a refund of a member’s contributions) payable under the Transferred Entity Benefit Plans on death before normal retirement age are insured with an insurance company of good repute for their full amount and on normal commercial terms for people in good health. To the Knowledge of Parent and except as would not have a Business Material Adverse Effect, nothing has been done or left undone which might entitle the insurance company to avoid or limit its liability under any contract covering these benefits. To the Knowledge of Parent and except as would not have a Business Material Adverse Effect, the level of insurance reserves under each insured Transferred Entity Benefit Plan is reasonable and sufficient to provide for all incurred but unreported claims.

(i) Except as would not have a Business Material Adverse Effect and to the Knowledge of Parent, all benefits payable otherwise than under the Transferred Entity Benefit Plans on the disability, illness or injury of any of the any employee or officer of any Transferred Entity are insured with an insurance company of good repute for their full amount and on normal commercial terms for people in good health. Except as would not have a Business Material Adverse Effect, Seller has given the Purchaser full details of the current premiums for this insurance, copies of the insurance contracts and copies of all literature issued to the employees of each Transferred Entity about these benefits.

(j) Subject to the requirements of applicable Laws and, in respect of the Chubb Pension Plan and the Chubb Security Pension Fund the terms of the relevant governing documentation or the terms of any Transferred Entity Benefit Plan, no provision of any Transferred Entity Benefit Plan or of any agreement in any way limits, impairs, modifies or otherwise affects the right of a Transferred Entity to unilaterally amend or terminate any Transferred Entity Benefit Plan, and no commitments to improve or otherwise amend any Transferred Entity Benefit Plan have been made, in each case except as would not have a Business Material Adverse Effect.

(k) Except as would not have a Business Material Adverse Effect: (i) no amount is or could become due as a result of the transactions contemplated by this Agreement from the Company or any other Transferred Entity by virtue of Section 75 or Section 75A of the Pensions Act 1995 as amended by subsequent Regulations as a result of Closing; and (ii) the Chubb Pension Plan and Chubb Security Pension Fund are registered pension schemes as defined in Section 150(2) of the Finance Act 2004. To the Knowledge of Parent, there is no reason why any such classification as a registered pension scheme could be withdrawn and the United Kingdom HM Revenue and Customs (“HMRC”) might de-register the scheme. Except as would not have a Business Material Adverse Effect, the United Kingdom Transferred Entity Benefit Plans are and have always been managed in accordance with the requirements and guidance of the United Kingdom Pensions Regulator and HMRC.

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(l) There are no proceedings or disputes about benefits (or a failure to provide benefits) under any of the Transferred Entity Benefit Plans and no claims (routine benefit claims excepted), mediations, arbitrations or court cases have been raised or brought previously in relation to the Transferred Entity Benefit Plans nor are any such proceedings pending, currently in process or have been made or threatened against the trustees of any of the Transferred Entity Benefit Plans or any participating employer in relation to any of the Transferred Entity Benefit Plans, in each case except as would not have a Business Material Adverse Effect and, to the Knowledge of Parent, there are no circumstances which might give rise to such a claim. To the Knowledge of Parent, no claims or complaints or reports in respect of any Transferred Entity Benefit Plan have been made to the United Kingdom Pensions Ombudsman, Financial Services Ombudsman, The Pensions Advisory Service, Pension Protection Fund, Pensions Regulator, or any other Governmental Entity.

(m) No current or former employee or officer of any Transferred Entity whose employment transferred to or has transferred to the Company under legislation or regulations on the transfer of undertakings or otherwise was a member of or entitled to be or become a member of any final salary or defined benefit occupational pension scheme and therefore no current or former employee or officer of any Transferred Entity has any rights to early retirement or to other enhanced rights, including pension rights on redundancy, in each case except as would not have a Business Material Adverse Effect.

(n) To the Knowledge of Parent, neither the United Kingdom Pensions Regulator nor any other Governmental Entity has cause to make or issue any Order against the Company or any other Transferred Entity relating to any of the Transferred Entity Benefit Plans or any current or former employee or officer of the Company or any other Transferred Entity.

(o) Except as would not have a Business Material Adverse Effect, no Transferred Entity is, and at no time in the twelve months prior to the date of this Agreement has been, an associate of or connected with (within the meeting of s.51 Pensions Act 2004 or equivalent legislation in the applicable jurisdiction) any employer in relation to any occupational pension scheme, other than any scheme to which ss.38 to 56 Pensions Act 2004 (or equivalent legislation in the applicable jurisdiction) do not apply.

(p) Except as would not have a Business Material Adverse Effect, no Transferred Entity has at any time entered into any guarantee, indemnity, apportionment arrangement or withdrawal arrangement in relation to the Transferred Entity Benefit Plans or any other occupational pension scheme.

(q) Except as would not have a Business Material Adverse Effect, the benefits payable under the Transferred Entity Benefit Plans consist exclusively of money purchase benefits (as defined in section 181 of the Transferred Entity Benefit Plans Act 1993, or equivalent legislation in the applicable jurisdiction), and no Transferred Entity Benefit Plan is or has ever been, and neither the Company, any Transferred Entity nor the Seller has any liability in respect of: (i) any other defined benefit arrangement nor has it made any other defined benefit

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promise; (ii) a “registered pension plan” containing a “defined benefit provision”, as those terms are defined respectively in subsections 248(1) and 147.1(1) of the Income Tax Act (Canada); (iii) a “retirement compensation arrangement”, as that term is defined in subsection 248(1) of the Income Tax Act (Canada); or (iv) a plan providing health and welfare benefits to retired or other former employees or to the beneficiaries or dependants of such retired or other former employees, except to the minimum extent required by applicable employment standards Laws. Except as would not have a Business Material Adverse Effect, no Seller Benefit Plan or Transferred Entity Benefit Plan is intended to be, nor has ever been found or alleged by a Governmental Entity to be, a “salary deferral arrangement”, as that term is defined in subsection 248(1) of the Income Tax Act (Canada).

(r) Except as would not have a Business Material Adverse Effect: (i) no contribution notice or financial support direction under the Pensions Act 2004 or equivalent legislation in the applicable jurisdiction has been issued or to the Knowledge of the Parent threatened to the Company, any other Transferred Entity or any other Person in respect of any of the Transferred Entity Benefit Plans and there is no fact or circumstance likely to give rise to any such notice or direction; (ii) no acts, omissions or other events in relation to the Transferred Entity Benefit Plans have been reported to the United Kingdom Pensions Regulator or other Governmental Entity under sections 69 or 70 of the Pensions Act 2004 or equivalent legislation in the applicable jurisdiction and there is no fact or circumstance likely to give rise to any such report; (iii) the execution and delivery of, and performance by Parent and Seller of, this Agreement and the consummation of the transactions contemplated hereby will not: (A) accelerate the time of payment or vesting under any Transferred Entity Benefit Plan; (B) result in an obligation to fund (through a trust or otherwise) any compensation or benefits under any Transferred Entity Benefit Plan; (C) increase any amount payable under any Transferred Entity Benefit Plan; or (D) result in the acceleration of any other material obligation pursuant to any Transferred Entity Benefit Plan.

(s) The Company has complied in all material respects with its automatic enrolment obligations as required by the Pensions Act 2008. Except as would not have a Business Material Adverse Effect, no notices, fines, or other sanctions have been issued by the Pensions Regulator and no instances of non-compliance with the automatic enrolment obligations have been notified to the Pension Regulator in respect of the Company. Except as would not have a Business Material Adverse Effect, the Seller has made available to Purchaser true, correct and complete copies of:

(i) all documents relating to the staging date for the Company;

(ii) all correspondence between the Company and the Pension Regulator regarding auto-enrolment including details of its registration in accordance with regulation 3 of the Employers’ Duties (Registration and Compliance) Regulations 2010;

(iii) all records kept in accordance with regulations 5 to 8 of the Employers’ Duties (Registration and Compliance) Regulations 2010;

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(iv) if a personal pension scheme was used as a qualifying scheme (within the meaning of section 16(1) of the Pensions Act 2008), any agreements between the provider and the jobholder under section 26 of the Pensions Act 2008; and

(v) a list of all jobholders who have opted out together with the opt-out notices in respect of those jobholders.

(t) Parent has provided information on an anonymized basis with respect to Business Employees who are the holders of Parent LTIP Awards and promptly following the date hereof, Parent shall provide, to the extent not in conflict with privacy laws, a list, as of such date, of the following with respect to each Parent LTIP Award: (i) the name of the holder thereof, (ii) for equity-based awards, the number of shares of common stock of Parent subject to such Parent LTIP Award, (iii) for cash-based awards, the methodology for determining the award, (iv) the grant date of such Parent LTIP Award, (v) the vesting schedule of such Parent LTIP Award and (vi) any accelerated vesting provisions applicable to such Parent LTIP Award.

Section 3.11 Employees; Labor Matters.

(a) Section 3.11(a) of the Parent Disclosure Schedule sets forth a list, as of the date of this Agreement, of each collective bargaining Contract, material works council Contract, all applicable industry-wide collective agreements (“accords et conventions de branche” and “accords interprofessionnels”), any other agreements with any employee representative body or trade union, any practice (“usage”) or unilateral undertaking (“engagement unilateral”) and other labor Contract, in each case in a Material Jurisdiction, and to which any Transferred Entity is a party or to which any Business Employee identified as of the date hereof is subject.

(b) There is no material employment contract with a Business Employee whose annual base compensation is in excess of $200,000 which can be terminated for a significantly higher amount than provided for by the collective bargaining Contracts, except as otherwise disclosed on Section 3.10(a) of the Parent Disclosure Schedules.

(c) Except as would not have a Business Material Adverse Effect, to the Knowledge of Parent: (i) each Transferred Entity has complied with the terms of applicable Laws and such collective bargaining Contracts pertaining to the employment or termination of employment of the Business Employees (whether current employees or employees who have been dismissed or whose employment contracts have been terminated over the last five (5) years and employee representation requirements); (ii) there is no organizational effort currently being made or threatened by, or on behalf of, any labor union to organize any Business Employees identified as of the date hereof; (iii) no demand for recognition of any Business Employees identified as of the date hereof has been made by, or on behalf of, any labor union; and (iv) during the three (3)-year period immediately prior to the date of this Agreement, there have been no material strikes or lockouts at the Business.

(d) Except as would not have a Business Material Adverse Effect: (i) each Transferred Entity has at all times complied with all its obligations to or in respect of each Transferred Entity Employee and any former employee of a Transferred Entity, and the employers of the Business Employees have so complied in respect of each Business Employee,

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in each case arising out of or in connection with their terms and conditions of employment and/or under all applicable Laws relating to employment matters including, without limitation, retirement scheme or benefits, and no amount due to or in respect of any Transferred Entity Employee, any former employee of a Transferred Entity or any Business Employee is in arrears and unpaid (other than salary for the month current at the date of this Agreement).

(e) Except as would not have a Business Material Adverse Effect: (i) in respect of the period of two (2) years prior to the date of this Agreement, holiday pay for periods of holiday taken by all Transferred Entity Employees and Business Employees under all applicable Laws, including regulation 13 of the Working Time Regulations 1998 (SI 1998/1833) has been calculated in accordance with applicable Laws including the Directive 2003/88/EC of the European Parliament and of the Council of 4 November 2003 concerning certain aspects of the organisation of working time; and (ii) relation to the Subject Jurisdiction Transferred Entities, in respect of the period of three (3) years prior to the date of this Agreement, holiday pay for periods of holiday taken by all Business Employees under applicable Laws has been calculated in accordance with the applicable French Labour Code.

(f) Except as would not have a Business Material Adverse Effect: (i) the Transferred Entities are in compliance with their legal and regulatory employment obligations including in respect of employees’ representation and election of staff delegates, minimum wages salary, health and safety, working time, professional risk assessment (“évaluation des risques professionnels”), hardworking (“pénibilité”), professional related bonus, professional meeting (“entretiens professionnels”), compensation, employee benefit, profit sharing, retirement indemnities (“indemnités de fin de carrière”) and retirement schemes, internal rules, termination of employment and welfare schemes; and (ii) the social security charges for which Transferred Entities are liable have been paid in full within the time limits in accordance with applicable law or have been sufficiently provided for in the 2020 annual accounts of the Transferred Entities and in the Business Audited Financial Statements in accordance with the Accounting Principles (as applicable).

(g) Except as would not have a Business Material Adverse Effect, no Transferred Entity has dismissed 20 or more employees on grounds of redundancy within a 90-day period during the 12 months ending on the date of this Agreement and no collective or multiple dismissal is currently being envisaged by any Transferred Entity and no Transferred Entity has entered into any social plan that still has outstanding liabilities on the date of this Agreement.

(h) Except as would not have a Business Material Adverse Effect, no Transferred Entity has been a party to a “relevant transfer” (as defined in the Transfer of Undertakings (Protection of Employment) Regulations 2006) or any other applicable Laws with respect to any Business Territories at any time during the three (3) years ending on the date of this Agreement.

(i) Except as would not have a Business Material Adverse Effect, there are no and, during the three (3) years ending on the date of this Agreement, there have not been any, claims, disputes, enquiries or investigations by or relating to any Transferred Entity Employee, any former employee of any Transferred Entity or any Business Employee in which

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compensation payable did or could be expected to exceed $100,000 or otherwise could be considered damaging to the reputation of any Transferred Entity and, to the Knowledge of Parent, there is no matter, event or circumstance which could give rise to any such claim, dispute, enquiry or investigation.

(j) Except as would not have a Business Material Adverse Effect, there are no material charges pending under applicable occupational health and safety legislation and each Transferred Entity has complied in all material respects with any orders issued under applicable occupational health and safety legislation and there are no appeals of any orders under applicable occupational health and safety legislation currently outstanding.

(k) To the Knowledge of the Parent, no employee of the Subject Jurisdiction Transferred Entities, nor any independent contractors, consultant or advisor with whom any of the Subject Jurisdiction Transferred Entities has contracted to provide personal services is in violation of any legal provision, material term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by or to provide personal services to the Subject Jurisdiction Transferred Entities; and to the Knowledge of the Parent, the continued employment by the Subject Jurisdiction Transferred Entities of its present employees and the performance of the Subject Jurisdiction Transferred Entities’ contracts with their independent contractors, consultants and advisors, in each case performing personal services to the Subject Jurisdiction Transferred Entities will not result in any such violation. None of the Subject Jurisdiction Transferred Entities has received any written notice alleging that any such violation has occurred, in each case except as would not have a Business Material Adverse Effect.

(l) Except as would not have a Business Material Adverse Effect, during the six (6) years prior to the date of this Agreement, there has been no practice concerning the Subject Jurisdiction Transferred Entities in terms of working hours, use of subcontractors, independent contractors, consultants, advisors, temporary workers or secondment of employees which could lead or which would have led employees, the URSSAF (“Body in charge of social security recovering”), the Labour Inspectorate or any court to be able to establish a situation characterizing the offence of concealed work (“délit de travail dissimulé”), offence of bargaining (“délit de marchandage”), offence of illegal lending of employees (“prêt de main d’oeuvre illicite”).

(m) Except as would not have a Business Material Adverse Effect, all consultants, advisors and independent contractors providing services to the Subject Jurisdiction Transferred Entities have been properly classified as consultants, advisors or independent contractors, respectively, for purposes of federal and applicable state and foreign Tax laws, Laws applicable to employee benefits and other Laws.

(n) Except as would not have a Business Material Adverse Effect, each of the Subject Jurisdiction Transferred Entities is in compliance in all respects with all currently applicable Laws respecting employment, discrimination in employment, terms and conditions of employment, worker classification (including the proper classification of workers as independent contractors, consultants and advisors and employees as exempt or non-exempt), wages, hours and occupational safety and health and employment practices, and is not engaged in any unfair labor practice.

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(o) Except as would not have a Business Material Adverse Effect, the Subject Jurisdiction Transferred Entities have paid in full to all employees, independent contractors, consultants and advisors all wages, salaries, commissions, bonuses, benefits and other compensation due to or on behalf of such employees, independent contractors and consultants (including in relation to the termination of any corresponding agreement).

Section 3.12 Real Property.

(a) Section 3.12(a) of the Parent Disclosure Schedule sets forth a list, as of the date hereof, that is complete and accurate in all material respects of the material real property owned as of the date hereof by any Transferred Entity (together with the real property set forth on Schedule II, the “Business Owned Real Property”). The Transferred Entities, as applicable, have or will have as of the Closing fee simple or comparable good and marketable title to all Business Owned Real Property, free and clear of all Liens, except Permitted Liens and are or will be the sole and beneficial owner of each of the Business Owned Real Property. Except as would not reasonably be expected to be material to the Business, taken as a whole, (i) neither Parent nor its Subsidiaries has received written notice of any, and to the Knowledge of Parent, there is no, default by any of the Transferred Entities under any restrictive covenants affecting the Business Owned Real Property, and (ii) there has not occurred any event that with the lapse of time or the giving of notice or both would constitute such a default by any of the Transferred Entities under any such restrictive covenants.

(b) Section 3.12(b) of the Parent Disclosure Schedule sets forth a list, as of the date hereof, that is complete and accurate in all material respects, of the material real property leased by any Transferred Entity (together with the leased real property set forth on Schedule II, the “Business Leased Real Property”). Except as would not reasonably be expected to be material to the Business, taken as a whole, the Transferred Entities, as applicable, have or will have as of the Closing a leasehold or subleasehold interest in all Business Leased Real Property, free and clear of all Liens, except Permitted Liens. All leases and subleases for the Business Leased Real Property under which any Transferred Entity is a lessee or sublessee are in full force and effect and are enforceable in accordance with their respective terms, subject to the Enforceability Exceptions, except as would not have a Business Material Adverse Effect.

(c) To the Knowledge of Parent, all covenants, obligations, restrictions and conditions affecting each of the Business Owned Real Property, the Business Leased Real Property and/or the Transferred Entities as owner, lessee or licensee (as applicable) have been observed and performed and all outgoings have been duly paid and all consents (where necessary) obtained and complied with and no notice of any alleged breach of such covenants, obligations, restrictions and conditions has been received and there are no circumstances now existing which would entitle the landlord of any Business Leased Real Property to exercise any power of entry upon or take possession of any Business Leased Real Property or to draw upon any rental deposit or other security available to it, in each case except as would not have a Business Material Adverse Effect.

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(d) No notice, action or proceedings affecting any of the Business Owned Real Property and/or the Business Leased Real Property has been served or commenced and there are no disputes concerning any of the Business Owned Real Property and/or the Business Leased Real Property with any person and there are no circumstances now existing which are likely to result in any such notice, action or proceedings being served or commenced or any such dispute arising, in each case except as would not have a Business Material Adverse Effect.

(e) None of the Business Leased Real Property, Business Owned Real Property or the Transferred Entities as owner, lessee or licensee of any of the Business Leased Real Property and/or Business Owned Real Property are subject to any unusual or onerous rights, reservations, covenants, obligations, restrictions, conditions or any matters referred to in or which would affect the use or continued use of any of the Business Leased Real Property and/or Business Owned Real Property for the purposes of the business carried on at that Business Leased Real Property and/or Business Owned Real Property by the Transferred Entity or the value of that Business Leased Real Property and/or Business Owned Real Property, in each case except as would not have a Business Material Adverse Effect.

(f) None of the Business Leased Real Property, Business Owned Real Property or the Transferred Entities as owner, lessee or licensee of any of the Business Leased Real Property and/or Business Owned Real Property are subject to rights, reservations, covenants, obligations, restrictions, conditions or any matters referred to in or which would affect the use or continued use of any of the Business Leased Real Property and/or Business Owned Real Property for the purposes of the business carried on at that Business Leased Real Property and/or Business Owned Real Property by the Transferred Entities or the value of that Business Leased Real Property and/or Business Owned Real Property, in each case except as would not have a Business Material Adverse Effect.

(g) None of the Transferred Entities have any estate or interest (including any leasehold interest) in land located in New Zealand that is “sensitive land” for the purposes of the Overseas Investment Act 2005 (New Zealand).

Section 3.13 Taxes. Except as would not have a Business Material Adverse Effect:

(a) all Tax Returns required to be filed by, or with respect to, any Transferred Entity for the last four (4) years have been timely filed (taking into account extensions) in the required form and all such Tax Returns are true, correct and complete;

(b) to the Knowledge of Parent, all Taxes owing in respect of the four (4) year period ending on the date hereof and all Transfer Taxes payable in respect of the Pre-Closing Restructuring, in each case by any Transferred Entity, and whether or not shown on any Tax Return, have been duly and timely paid or will be duly and timely paid by the due date thereof;

(c) all Taxes which may become due and which relate to any taxable period ending on or before the Closing Date (or with respect to any Tax period that includes but does not end on the Closing Date, the portion of such Tax period ending with the Closing Date) have been properly reserved for in the Business Financial Statements;

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(d) no Tax Proceeding with respect to any Taxes of the Transferred Entities is pending or being threatened in writing by any tax authority;

(e) no extension or waiver of any statute of limitations on the assessment of any Taxes has been granted or agreed to by the Transferred Entities, which is currently in effect.

(f) each of the Transferred Entities has, for the last four (4) years, complied with all applicable Laws relating to the collection and withholding of Taxes (including any employment tax and social security deduction rules) and has remitted and paid such Taxes to the applicable Governmental Entities in accordance with applicable Laws.

(g) (i) any condition, commitment or formality required, according to the Law applicable to Taxes and any individual ruling or agreement granted by any Governmental Entity, to benefit from an advantage with respect to Tax that has been claimed by any of the Transferred Entities (included but not limited to a favorable Tax regime, whether optional or mandatory, or a Tax credit such as a research and development Tax credit or a refund or payment by any tax authority of or in respect of such Tax credit) have been duly met or made; and (ii) the Transferred Entities have complied with all material conditions set out in any ruling or favorable Tax regime applicable to them or granted by any Governmental Entity;

(h) no claim has been made by any tax authority in a jurisdiction where any of the Transferred Entities do not file Tax Returns that a Transferred Entity is or may be subject to taxation in that jurisdiction;

(i) none of the Transferred Entities is a party to or bound by any Tax Sharing Agreement or has any Liability or potential Liability to another party under any such Tax Sharing Agreement;

(j) none of the Transferred Entities has liability for the Taxes of any other Person (other than Parent or any of its Subsidiaries, including another Transferred Entity) under any Contract, agreement, applicable Law or otherwise, other than under commercial agreements entered into in the ordinary course of business the primary purpose of which is unrelated to Taxes;

(k) each Transferred Entity has complied fully with all statutory requirements, orders, provisions, directions or conditions relating to VAT;

(l) none of the Transferred Entities is classified as a domestic corporation pursuant to any provisions of the Code or the Treasury Regulations thereunder. The classification of each Transferred Entity, of the Seller, and of Carrier Fire & Security Luxembourg S.a.r.l. for United States federal Tax purposes and the ownership of the equity of each such entity is as set forth in Exhibit A hereto;

(m) there are no Liens for Taxes on any assets of the Company or any Subsidiary of the Company, other than Permitted Liens;

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(n) the Transferred Entities have not participated in any “listed transaction” within the meaning of Section 6707A(c)(2) of the Code or Treasury Regulations Section 1.6011-4(b);

(o) no Transferred Entity has requested a Tax ruling, advance pricing agreement, or other similar document or agreement from any Governmental Entity which is currently pending;

(p) except in connection with the Pre-Closing Restructuring, no Transferred Entity has distributed the stock of another entity, or had its own stock distributed by another entity, in a transaction or distribution intended to be governed by Code Section 355 within the last two years; and

(q) the Transferred Entities have complied with all transfer pricing rules and have timely prepared all documentation required by all relevant transfer pricing Laws.

Section 3.14 Environmental Matters. Except as would not have a Business Material Adverse Effect:

(a) The Transferred Entities and the facilities and operations on the Business Owned Real Property and the Business Leased Real Property are, and have been, in compliance with applicable Environmental Laws;

(b) The Subject Jurisdiction Transferred Entities will not be responsible, wholly or in part, for any clean-up or other corrective action in relation to any Regulated Substance in any Business Owned Property or Business Leased Property and are not subject to any investigation or inquiry by any regulatory authority (whether from the Autorité de Sûreté Nucléaire (ASN), the Direction Régionale de l’Environnement, de l’Amnégaement et du Logement (DREAL), or any other authority) at any Business Owned Property or Business Leased Property;

(c) No Regulated Substance has been used, disposed of, stored, transported or emitted at, on from or under any Business Leased Property or Business Owned Property nor have the Transferred Entities or any other person or entity for which the Transferred Entities can be liable, used, disposed of, stored, transported or emitted any Regulated Substance at, on, from or under any other place, except as would not have a Business Material Adverse Effect. The Business Leased Property and Business Owned Property, including the soil, subsoil and groundwater thereunder, are free from contamination by any Regulated Substance;

(d) (i) The Transferred Entities possess or will possess as of the Closing all Business Environmental Permits required for the conduct of the Business as conducted on the date hereof and as of the Closing (ii) each such Business Environmental Permit is valid, subsisting and in full force and effect, (iii) no appeals or other proceedings are pending or, to the Knowledge of Parent, threatened with respect to the issuance, terms or conditions of any such Business Environmental Permit, and (iv) except for matters which have been fully resolved, neither Parent nor any Subsidiary of Parent has received any written notice or other written communication from any Governmental Entity or other Person regarding any revocation,

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withdrawal, non-renewal, suspension, cancellation or termination of any such Business Environmental Permit;

(e) Neither Parent nor any Subsidiary of Parent has received any written notice alleging any unresolved violation of any Environmental Law with respect to (i) any Business Owned Real Property, (ii) any Business Leased Real Property, (iii) any formerly owned, used or leased properties of the Business, or (iv) the operations of the Business;

(f) No Action is pending or, to the Knowledge of Parent, threatened that asserts any actual or potential Liability arising under any Environmental Law relating to the Business or any formerly owned, used or leased properties of the Business;

(g) No Environmental Condition exists on or at any (i) Business Owned Real Property, (ii) Business Leased Real Property, or (iii) properties formerly owned or leased by the Business that would reasonably be expected to impose any Liability arising under any Environmental Law on the Transferred Entities; and

(h) No Transferred Entity is a party to any contract, transaction, or any agreement or arrangement with any Governmental Entity, which gives rise to, or which could reasonably be expected to give rise to, any Liability or responsibility with respect to any Environmental Condition.

Section 3.15 Material Contracts.

(a) Section 3.15(a) of the Parent Disclosure Schedule sets forth as of the date of this Agreement a list of the following Contracts (other than purchase orders and invoices and other than Contracts relating to the Retained Businesses), Business Government Contracts, Seller Benefit Plans and Transferred Entity Benefit Plans, and other than Contracts relating to the Retained Businesses to which any of the Transferred Entities is a party or any member of the Parent Group is bound in each case with respect to the Business (the “Business Material Contracts”):

(i) any Contract for the purchase of materials, supplies, goods, services or equipment providing for either (A) payments by the Business in excess of $1,000,000 in 2021 or any year thereafter or (B) payments by the Business of $1,000,000 or more in the aggregate, and which in each case may not be canceled by a Transferred Entity without penalty or further payment or without more than 90 days’ notice (other than payments for services rendered to the date of such cancelation);

(ii) any Contract providing for the sale of materials, supplies, goods, services or equipment that provides for either (A) payments to the Business in excess of $3,000,000 in 2021 or any year thereafter in respect of a monitoring or service Contract or (B) payments to the Business of $3,000,000 or more in the aggregate in respect of an installation contract;

(iii) any Contract containing any express obligations of a Transferred Entity or a member of the Parent Group with respect to the Business (provided such Contract is required to be contributed to a Transferred Entity pursuant to the terms of this Agreement) to make future capital expenditures in excess of $1,000,000;

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(iv) any joint venture or material partnership or other similar agreement involving co-investment between the Business and a third party;

(v) any Contract relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise) under which a Transferred Entity or member of the Parent Group with respect to the Business (provided such Contract is required to be contributed to a Transferred Entity pursuant to the terms of this Agreement) has a material obligation with respect to an “earn out,” contingent purchase price or similar contingent payment obligation;

(vi) any Contract that imposes exclusivity requirements, fixed pricing, fixed volume or spend, material minimum payment, most favored nations or most favored customer status, rights of first offer or last offer, in each case, that restricts or impacts the Business in any material respect;

(vii) any Contract containing covenants that restrict or limit in any material respect the ability of any of the Transferred Entities or a member of the Parent Group with respect to the Business to compete in any business or with any Person or in any geographic area or conduct any line of business, in each case that restricts or impacts the Business in any material respect;

(viii) (A) any Contract material to the Business pursuant to which any of the Transferred Entities or a member of the Parent Group with respect to the Business (provided such Contract is required to be contributed to a Transferred Entity pursuant to the terms of this Agreement) licenses or is otherwise permitted by a third party to use any material Intellectual Property (other than any “shrink wrap,” “commercially available software package” or “click through” license), (B) any Contract material to the Business pursuant to which a third party licenses any material Business Intellectual Property owned by any of the Transferred Entities or a member of the Parent Group with respect to the Business (provided such Contract is required to be contributed to a Transferred Entity pursuant to the terms of this Agreement); or (C) any Contract with a third party providing for the coexistence of material Business Intellectual Property with the intellectual property rights of such party, in each case that involved aggregate payments by or to the Transferred Entities or a member of the Parent Group with respect to the Business (provided such Contract is required to be contributed to a Transferred Entity pursuant to the terms of this Agreement) in excess of $500,000 during the twelve (12)-month period immediately preceding December 31, 2020;

(ix) any Contract relating to or evidencing indebtedness for borrowed money of the Business in excess of $5,000,000 individually (excluding, for the avoidance of doubt, leases that are classified as finance or capital leases);

(x) any Contract for the employment of an individual or engagement of a consultant, in each case earning an annual base salary of $1,000,000 or more per year (other than offer letters entered into in the ordinary course of business for employees or consultants who are terminable at-will without any material Liability to any Transferred Entity);

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(xi) each Contract providing for a severance, termination, or advance notice of termination (or payments or benefits in lieu of notice), upon termination of employment for Business Employees who have a base salary more than $200,000 per year; and

(xii) any Contract that grants to any person any right of first offer or right of first refusal to purchase, lease, sublease, use, possess or occupy all or a substantial portion of the assets of the Transferred Entities taken as a whole.

(b) As of the date hereof, except as would not have a Business Material Adverse Effect, (i) each Business Material Contract is a legal, valid and binding obligation of Parent or a Subsidiary thereof, as applicable, and, to the Knowledge of Parent, each counterparty, and is in full force and effect, (ii) neither Parent and its applicable Subsidiaries nor, to the Knowledge of Parent, any other party thereto, is in breach of, or in default under, nor has other party thereto given any notice to terminate, rescind or repudiate or reduce the volume or quantum of goods or services purchased under any such Business Material Contract, and (iii) no event, matter or circumstance has arisen or occurred that with notice or lapse of time or both would constitute such a breach or default thereunder by Parent or any of its applicable Subsidiaries, or, to the Knowledge of Parent, any other party thereto or give rise to any right to terminate, rescind, avoid or repudiate such Business Material Contract.

(c) Section 3.15(c) of the Parent Disclosure Schedule sets forth as of the date of this Agreement a list of the 20 largest customers of the Business, measured by the aggregate amount for which each such customer was invoiced by Parent and its Subsidiaries in connection with products and services provided by the Business during the period from January 1, 2020 to December 31, 2020 (each, a “Material Customer”). To the Knowledge of Parent, no Material Customer has since December 31, 2020, given written notice that it intends to terminate or not renew, its relationship with the Business.

(d) Section 3.15(d) of the Parent Disclosure Schedule sets forth as of the date of this Agreement a list of (i) the 10 largest suppliers of products to the Business, measured by the direct external spend (which shall mean the aggregate amount of expenditures, represented by cost of goods sold, of the Business represented by such suppliers), (ii) the 10 largest suppliers to the Business measured by the indirect external spend (which shall mean the aggregate amount of selling, general and administrative expenses of the Business represented by such suppliers) and (iii) the 10 largest suppliers of professional services to the business, in each case during the period from January 1, 2020 to December 31, 2020 (collectively, the “Material Suppliers”). To the Knowledge of Parent, no Material Supplier has, since December 31, 2020, terminated, or given written notice that it intends to terminate, its relationship with the Business.

Section 3.16 Business Government Contracts.

(a) To the extent disclosure is permitted by applicable Law or the terms of the applicable Contract, each current and active Business Government Contract providing for payments to the Business in excess of $3,000,000 in 2021 or any year thereafter, or which require Clearances (as defined below), is listed on Section 3.16(a)(i) of the Parent Disclosure Schedule, and any outstanding Business Government Bid, which if awarded would reasonably be expected to result in payments to the Business in excess of $3,000,000 in 2021 or any year thereafter, is listed on Section 3.16(b)(ii) of the Parent Disclosure Schedule.

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(b) Except as would not have a Business Material Adverse Effect:

(i) With respect to each Business Government Contract and each Business Government Bid:

(A) Parent or its applicable Subsidiary is, and during the past three (3) years has been, in compliance with all terms and conditions of each of its Business Government Contracts and Business Government Bids;

(B) all representations and certifications, during the past three (3) years, including claims for payment, made by Parent or any of its Subsidiaries with respect to each Business Government Contract or Business Government Bid were complete and accurate as of their effective date and Parent and its Subsidiaries have complied with all such representations and certifications and, to the Knowledge of Parent, no Governmental Entity has notified Parent or any of its Subsidiaries, in writing, that Parent or any of its Subsidiaries has breached or violated any representation or certification with respect to, or any term of, any Business Government Contract or Business Government Bid; and

(C) no reports have been issued during the past three (3) years resulting from any audits, reviews, or other investigations conducted by any Governmental Entity of any of the Business Government Contracts that conclude that Parent or any of its Subsidiaries (with respect to the Business) are engaged in overcharging, mischarging or defective pricing practices, and there are no audits, reviews, or investigations by any Governmental Entity with respect to the Business which are either ongoing or have been completed but the report of which has not been issued (and is reasonably expected to be issued) and which Parent or any of its Subsidiaries expects will recommend cost disallowances, fines, penalties or other sanctions.

(ii) No Transferred Entity, no member of the Parent Group and no Business Employee is, or, during the past three (3) years, has been (A) under any administrative, civil or criminal investigation, audit, indictment or information by any Governmental Entity; or (B) debarred or suspended, or proposed for debarment or suspension, or received notice of actual or proposed debarment or suspension, from participation in the award of any Contract with a Governmental Entity.

(iii) The Transferred Entities and members of the Parent Group have or will have as of the Closing all of the facility and personnel security clearances required to access information classified by any state or federal government, their agencies or delegated authorities, including the Ministry of Defense (or foreign equivalent) in any jurisdiction (“Clearances”) and necessary for the conduct of the Business as conducted on the date hereof. To the Knowledge of Parent, there are no facts or circumstances that would reasonably be expected to result in the suspension, invalidation, or revocation of any facility security clearance or national industrial security authorization or accreditation necessary for the conduct of the Business as conducted on the date hereof.

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Section 3.17 Intellectual Property, Information Technology; Data Protection; and Privacy.

(a) Section 3.17(a) of the Parent Disclosure Schedule sets forth

(i) full details, accurate as at the date hereof, of all Patents, registered Marks, registered Designs, and Internet Properties included in the Business Intellectual Property; and

(ii) a list of all material unregistered Intellectual Property consisting of unregistered Marks or Company Software included in the Business Intellectual Property;

(b) Except as would not have a Business Material Adverse Effect, all of the Business Intellectual Property is in the sole legal and beneficial ownership of a Transferred Entity, as indicated in Section 3.17(a) of the Parent Disclosure Schedule, free from any Liens (other than Permitted Liens).

(c) The Business Intellectual Property together with the Intellectual Property used by the Transferred Entities pursuant to a valid license Contract or to which the Transferred Entities otherwise have a right constitutes all Intellectual Property sufficient to operate the Business and are used exclusively by the Transferred Entities, in each case except as would not have a Business Material Adverse Effect.

(d) (i) None of the Business Intellectual Property is subject to any Order adversely affecting the use thereof or rights thereto by or of the Transferred Entities; (ii) there is no opposition or cancellation Action pending against any of the Transferred Entities concerning the ownership, validity or enforceability of any Business Intellectual Property (except for ordinary course proceedings related to the application for any item of Business Intellectual Property) and, to the Knowledge of the Parent, all of the Business Intellectual Property is valid, subsisting and enforceable without restriction and nothing has been done, or not been done, as a result of which any such Business Intellectual Property may cease to be valid, subsisting or enforceable; (iii) there is no infringement or misappropriation, or other violation, or any written allegation made by any Transferred Entity thereof, of any Business Intellectual Property; (iv) none of the Transferred Entities has received any written notice since the date that is six (6) years prior to the date hereof alleging that any of the Business operations or the products, including Company Software, infringe, misappropriate, violate or otherwise conflict with the Intellectual Property of any other Person and, to the Knowledge of the Parent, there are no circumstances likely to give rise to any such notice in the future; and (v) all fees due in respect of any and all applications, registrations and/or renewals of any Business Intellectual Property have been paid.

(e) The Transferred Entities are the legitimate rights holder, as owner or licensee, to perform the Business operations and/or use the Business products, including Company Software, and all rights related thereto including the Intellectual Property, for the operation of the Business, in each case except as would not have a Business Material Adverse Effect,

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(f) To the Knowledge of Parent, each of the Transferred Entities, as applicable, has taken reasonable steps to protect and maintain any material Trade Secrets included in the Business Intellectual Property, and to the Knowledge of Parent, there are no unauthorized uses or disclosures of any such Trade Secrets.

(g) Except as would not have a Business Material Adverse Effect, all current and former employees, consultants and independent contractors of each Transferred Entity that are or were involved in the development, creation, and modification of any material Business Intellectual Property owned by each Transferred Entity, (i) have executed and delivered to such Transferred Entity an agreement which includes (x) provisions ensuring the protection of proprietary information and Trade Secrets of each Transferred Entity and (y) a present assignment of all right, title and interest to such Business Intellectual Property to such Transferred Entity (and where applicable, include a waiver of all moral rights to the extent arising); (ii) do not have any right, ownership claim or interest in or with respect to any material Business Intellectual Property; and (iii) have no claim for any unpaid remuneration in consideration of the creation of any Business Intellectual Property. Except as would not have a Business Material Adverse Effect: (i) no employee, consultant or independent contractor of each Transferred Entity is in violation of any such agreement with any other Person; and (ii) no current or former officer, director, shareholder, employee, consultant or independent contractor of each Transferred Entity has any right, ownership claim or interest in or with respect to any material Business Intellectual Property.

(h) Except as would not have a Business Material Adverse Effect, no Company Software contains any Open Source that is used in a manner that will require any Transferred Entity to re-license or redistribute at no charge any source code for such Company Software. For purposes of this Agreement, “Open Source” means any software code that: (a) contains, or is derived in any manner (in whole or in part) from, any software that is distributed as free software, open source software, shareware (e.g., Linux), or similar licensing or distribution models; and (b) is subject to any agreement with terms requiring that such software code be (i) disclosed or distributed in source code or object code form, (ii) licensed for the purpose of making derivative works, or (iii) redistributable. Open Source includes, but is not limited to, software licensed or distributed under any of the following licenses or distribution models, or licenses or distribution models similar to any of the following: (A) Netscape Public License; (B) the Berkeley software design (BSD) license including Free BSD or BSD-style license; (C) an Open Source Foundation License (e.g., CDE and Motif UNIX user interfaces); and (D) any licenses listed at www.opensource.org/licenses.

(i) Except as would not have a Business Material Adverse Effect: (i) the Computer Systems perform in accordance with their specifications and user manuals and do not contain any defect which may materially affect their performance; and (ii) Computer Systems are the subject of warranty and/or maintenance agreements or arrangements which are in accordance with good industry practice.

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(j) To the Knowledge of the Parent, the Computer Systems have not suffered any material failures or bugs or breakdowns at any time during the two (2) years ending on the date of this Agreement, and all Computer Systems are free of all “viruses”, “worms”, “trojan horses”, “time bombs”, “back doors”, and other infections or harmful routines designed to disrupt, disable, harm, distort or otherwise impede in any manner the legitimate operation of such software, or any other associated software, firmware, hardware, computer system or network. Except as would not have a Business Material Adverse Effect, each Transferred Entity exercises reasonable measures to protect and maintain the confidentiality, security and operation of the Computer Systems, websites, systems and networks (and the data and transactions transmitted thereby), including protecting the same from any unauthorized use, access or other misuse by third parties, and, to the Knowledge of the Parent, there have been no violations of same within the last two (2) years. Except as would not have a Business Material Adverse Effect, there are adequate provisions in place to back-up electronically stored records, data and information used by the Transferred Entities and adequate disaster recovery arrangements in place in relation to the Computer Systems.

(k) Except as would not have a Business Material Adverse Effect, each of the Transferred Entities has, for the past five (5) years, complied with (i) all applicable privacy policies, (ii) all applicable Data Protection Laws (including applicable regulatory filing requirements) and self-regulatory principles and guidelines, and (iii) all contractual commitments that the Transferred Entity has entered into with respect to the receipt, collection, compilation, use, storage, processing, sharing, safeguarding, security, disposal, destruction, disclosure, or transfer of Personal Data. Except as would not have a Business Material Adverse Effect: (i) each of the Transferred Entities has provided accurate and complete disclosure with respect to its privacy policies and privacy and data security practices, including providing any type of notice and obtaining any type of consent required by Data Protection Laws; and (ii) such disclosures have not contained any material omissions. To the Knowledge of Parent, there is no complaint to, or any audit, proceeding, investigation (formal or informal), or claim currently pending against, any of the Transferred Entities with respect to privacy or data security.

(l) In accordance with standard industry practice, each of the Transferred Entities’ third-party service providers, outsourcers, processors, or other users of Personal Data collected, held, or controlled by the Transferred Entity or through their products and services (i) comply with applicable Data Protection Laws with respect to Personal Data, (ii) take reasonable steps to protect and secure Personal Data from unauthorized disclosure, (iii) restrict use of Personal Data to those authorized or required under the servicing, outsourcing, processing, or similar arrangement to the extent not prohibited by applicable Data Protection Laws, and (iv) certify or guarantee the return or adequate disposal or destruction of Personal Data, in each case as would not have a Business Material Adverse Effect. Each of the Transferred Entities has taken commercially reasonable measures to ensure that all such third-party service providers, outsourcers, processors, or other users of such Personal Data have complied with their obligations, in each case as would not have a Business Material Adverse Effect.

Section 3.18 Intercompany Arrangements. Except for Contracts that are not material to the Business taken as a whole, Section 3.18 of the Parent Disclosure Schedule sets forth a list of all Contracts to provide goods, services or other benefits between or among any Transferred Entity, on the one hand, and any member of the Parent Group, on the other hand, in each case other than Contracts that will be terminated prior to Closing.

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Section 3.19 Sufficiency of Assets. At the Closing, taking into account and giving effect to the Pre-Closing Restructuring, this Agreement and all of the Ancillary Agreements (including the rights, benefits and services made available in the Transition Services Agreement) and assuming all consents, authorizations, assignments, amendments and Permits necessary in connection with the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements have been obtained, the Transferred Entities will own or have the right to use (including by means of ownership of rights pursuant to licenses or other Contracts) all of the assets, properties and rights necessary to conduct the Business in substantially the same manner in all material respects as conducted as of the date of this Agreement; provided, however, that nothing in this Section 3.19 shall be deemed to constitute a representation or warranty as to the adequacy of amounts of cash or working capital (or the availability of the same); provided, further, that the result of any action that any Parent, the Seller or Transferred Entity is required or permitted to take pursuant to this Agreement (including under Section 5.3), or Ancillary Agreements, or for which Purchaser has provided its consent (including pursuant to Section 5.3(g)), or the failure to obtain any Third Party Consents, shall not constitute a breach of this Section 3.19. None of the Carrier Assets, individually or in the aggregate, are material to the Business.

Section 3.20 Certain Business Relationships. Except as would not have a Business Material Adverse Effect, no Transferred Entity is a party to any Contract or transaction with any of its Affiliates (other than any other Transferred Entity), except (a) any contract or transaction on terms comparable to terms customary in an arms-length arrangement of such type where the termination of such contract or transaction will not adversely affect the operation of the Business, (b) any stock or asset acquisition agreement, or other similar business combination agreement, or any lease of Real Property, with any current or former employee of an Transferred Entity, in each case to the extent such contract has continuing obligations, or (c) as otherwise expressly contemplated herein.

Section 3.21 Data Protection. Except as would not have a Business Material Adverse Effect:

(a) Each Transferred Entity has in relation to its Business complied with the Data Protection Laws.

(b) Each Transferred Entity has implemented appropriate technical and organizational measures to ensure a level of security of Personal Data appropriate to the risk, taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons.

(c) If required by Data Protection Laws, the Transferred Entities have appointed a data protection officer (“DPO”), and complied with the requirements of Data Protection Laws pertaining to the appointment, the position and the tasks of the DPO.

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(d) Each Transferred Entity has undertaken appropriate due diligence processes prior to the appointment of processors, to ensure that such processors provide sufficient guarantees to implement appropriate technical and organizational measures in such a manner that their processing meet the requirements of Data Protection Laws.

(e) Each Transferred Entity has put in place valid and enforceable written agreements with processors that meet the requirements of Article 28 of GDPR and all other requirements of Data Protection Laws.

(f) Each Transferred Entity as a controller, processes and has processed Personal Data in a lawful, fair and transparent manner, having always a legal basis for processing such Personal Data, and assuring the data protection principles of purpose limitation, data minimization, accuracy, storage limitation, and integrity and confidentiality, as well as data protection by design and by default.

(g) None of the Transferred Entities have received any written notice (including any enforcement notice, de-registration notice or transfer prohibition notice), letter, or complaint, or been the subject of any written enquiry from a data protection authority, or any data subject, alleging non-compliance with the Data Protection Laws.

(h) To the Knowledge of the Parent, no Person has gained unauthorized access to or made any unauthorized use of any Personal Data processed by any of the Transferred Entities in the past three (3) years.

(i) To the extent that Personal Data has been transferred and/or access to Personal Data has been given to recipients outside the European Economic Area (“International Data Transfers”) and to the extent that the GDPR applies, each Transferred Entity has ensured that such International Data Transfers meet the requirements of Chapter V of the GDPR including by implementing appropriate agreements and data transfer mechanisms.

(j) Each Transferred Entity has provided information to data subjects in particular to employees and users of its website where and as required by Data Protection Laws.

Section 3.22 Solvency. Except as would not have a Business Material Adverse Effect:

(a) No petition has been presented, no order has been made and no meeting has been convened to consider a resolution for the winding up of any Transferred Entity. No resolution has been passed for the winding up of any Transferred Entity or for the appointment of a liquidator or provisional liquidator to any Transferred Entity.

(b) No administrator has been appointed, and no petition or application has been presented or order made for the appointment of an administrator, in respect of any Transferred Entity. No notice has been given or filed with the court or any step taken or procedure commenced with a view to the appointment of an administrator in respect any Transferred Entity. No receiver, receiver and manager or administrative receiver has been appointed, and no notice has been given of the appointment of a receiver, receiver and manager or administrative receiver, in respect of any Transferred Entity or all or any of its business or assets.

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(c) No moratorium of creditors under applicable Laws is in force in respect of any Transferred Entity nor has any step been taken or procedure commenced with a view to entering into such a moratorium. No composition, compromise, assignment or arrangement with creditors including a voluntary arrangement under any applicable Laws has been proposed or agreed in respect of any Transferred Entity. No compromise or arrangement has been proposed, agreed to or sanctioned under any applicable Laws in respect of any Transferred Entity nor has any application been made to, or filed with, any relevant court or Governmental Entity for permission to convene a meeting to vote on a proposal for any such compromise or arrangement.

(d) Each Transferred Entity is able to pay its debts in the ordinary course of business and there are no unsatisfied written demands that have been served on any Transferred Entity. No Transferred Entity has stopped payment of its debts as they fall due, nor has any Transferred Entity commenced negotiations with one or more of its creditors with a view to rescheduling or restructuring any of its indebtedness. The value of the assets of each Transferred Entity is not less than its liabilities (including its contingent and prospective liabilities).

(e) No distress, execution, attachment, sequestration or other process has been levied on an asset of any Transferred Entity which remains undischarged. No action is being taken by any Governmental Entity to strike off, wind up, dissolve or de-register any Transferred Entity.

(f) No Transferred Entity has at any time during the two years ending on the date of this Agreement (i) entered into a transaction with any person at an undervalue (within the meaning of applicable Laws); or (ii) been given a preference by, or given a preference to, any person (within the meaning of applicable Laws).

Section 3.23 Brokers. No broker, finder or investment banker, other than BofA Securities, Inc., is entitled to any brokerage, finder’s or other fee or commission from Parent or any of the Transferred Entities in connection with the transactions contemplated by this Agreement and the Ancillary Agreements.

Section 3.24 No Other Representations or Warranties; No Reliance. Parent acknowledges and agrees that except for the representations and warranties contained in Article IV, neither Purchaser nor any other Person or entity on behalf of Purchaser has made or makes, and Parent has not relied upon, any representation or warranty, whether express or implied at law or equity, with respect to Purchaser, its Subsidiaries or their respective businesses, affairs, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or with respect to the accuracy or completeness of any other information provided or made available to Parent or any of its Representatives by or on behalf of Purchaser. Parent acknowledges and agrees that neither Purchaser nor any other Person or entity on behalf of Purchaser has made or makes, and Parent has not relied upon, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to Parent or any of its Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of any of Purchaser or its Subsidiaries. Parent and its Subsidiaries disclaim any other representations or warranties, whether made by Parent or any of its Representatives.

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ARTICLE IV

REPRESENTATIONS AND WARRANTIES

OF PURCHASER

Except as set forth in, or qualified by any matter set forth in, the disclosure schedule delivered to Parent prior to the execution of this Agreement (the “Purchaser Disclosure Schedule”), Purchaser hereby represents and warrants to Parent as follows:

Section 4.1 Organization and Qualification. Purchaser and each Affiliate of Purchaser that is a party to any Ancillary Agreement is a corporation duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization. Purchaser and each Affiliate of Purchaser that is a party to any Ancillary Agreement has all requisite corporate or other organizational power and authority to carry on its businesses as now being conducted and is qualified to do business and is in good standing as a foreign corporation or other legal entity in each jurisdiction where the conduct of its business requires such qualification, in each case except as would not have a Purchaser Material Adverse Effect.

Section 4.2 Authority Relative to this Agreement. Purchaser and each Affiliate of Purchaser that is a party to any Ancillary Agreement has all necessary corporate or similar power and authority, and has taken all corporate or similar action necessary, to execute, deliver and perform this Agreement and the Ancillary Agreements and to consummate the transactions contemplated by this Agreement and the Ancillary Agreements in accordance with the terms hereof and thereof. No vote or other approval of the stockholders of Purchaser is required in connection with the execution, delivery or performance of this Agreement and the Ancillary Agreements or to consummate the transactions contemplated by this Agreement and the Ancillary Agreements in accordance with the terms hereof and thereof, whether by reason of applicable Law, the organizational documents of Purchaser, the rules or requirements of any securities exchange, or otherwise. This Agreement has been duly and validly executed and delivered by Purchaser, and, assuming the due authorization, execution and delivery of this Agreement by Parent, the Seller and the Company, will constitute, and each Ancillary Agreement when executed and delivered by Purchaser or its applicable Subsidiaries, and, assuming the due authorization, execution and delivery of such Ancillary Agreement by the applicable Subsidiary of Parent, will constitute, a valid, legal and binding agreement of Purchaser and/or its applicable Subsidiaries, enforceable against Purchaser and/or such Subsidiaries in accordance with its terms, subject to the Enforceability Exceptions.

Section 4.3 Consents and Approvals; No Violations. No filing with or notice to, and no permit, authorization, registration, consent or approval of, any Governmental Entity is required on the part of Purchaser or any of its Subsidiaries for the execution, delivery and performance by Purchaser and/or its Subsidiaries, as applicable, of this Agreement or any Ancillary Agreement or the consummation by Purchaser and/or its Subsidiaries, as applicable, of the transactions contemplated hereby or thereby, except (a) compliance with any applicable

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requirements of any Competition and Foreign Investment Laws; (b) compliance with any Permits relating to the Business; or (c) any such filings, notices, permits, authorizations, registrations, consents or approvals, the failure to make or obtain would not have a Purchaser Material Adverse Effect. Assuming compliance with the items described in clauses (a) through (c) of the preceding sentence, neither the execution, delivery and performance of this Agreement or any Ancillary Agreement by Purchaser and/or its Subsidiaries, as applicable, nor the consummation by Purchaser and/or its Subsidiaries, as applicable, of the transactions contemplated hereby or thereby will (i) conflict with or result in any breach, violation or infringement of any provision of the respective articles of incorporation or by-laws (or similar governing documents) of Purchaser or its Subsidiaries, (ii) result in a breach, violation or infringement of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to the creation of any Lien, except for Permitted Liens, or any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any Contract to which Purchaser or any of its Subsidiaries or any of their respective properties or assets are bound, or (iii) violate any Law applicable to Purchaser or any of its Subsidiaries or any of their respective properties or assets, except, in the case of clause (ii) or clause (iii), as would not have a Purchaser Material Adverse Effect.

Section 4.4 Litigation. As of the date of this Agreement, (a) there is no Action pending or, to the Knowledge of Purchaser, threatened in writing, against Purchaser or any of its Subsidiaries except as would not have a Purchaser Material Adverse Effect, and (b) neither Purchaser nor any of its Subsidiaries is subject to any outstanding Order, except as would not have a Purchaser Material Adverse Effect.

Section 4.5 Brokers. No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission from Purchaser or any of its Subsidiaries in connection with the transactions contemplated by this Agreement and the Ancillary Agreements.

Section 4.6 Investment Decision. Purchaser is acquiring the Shares for investment and not with a view toward or for the sale in connection with any distribution thereof, or with any present intention of distributing or selling such Shares. Purchaser acknowledges that the Shares have not been registered under the Securities Act or any other federal, state, foreign or local securities Law, and agrees that such Shares may not be sold, transferred, offered for sale, pledged, distributed, hypothecated or otherwise disposed of without registration under the Securities Act, except pursuant to an exemption from such registration available under the Securities Act, and in compliance with any other federal, state, foreign or local securities Law, in each case, to the extent applicable.

Section 4.7 Independent Investigation. Purchaser acknowledges and agrees that it (a) has completed its own independent investigation, review and analysis of the business, operations, assets, liabilities, results of operations, financial condition, technology, management and prospects of the Transferred Entities and the Business as it deemed appropriate, and based thereon, has formed an independent judgment concerning the Transferred Entities, the Chubb Assets, the Chubb Liabilities and the Business and (b) has been furnished with, or given access to, projections, forecasts, estimates, appraisals, statements, data or information about the Transferred Entities, the Chubb Assets, the Chubb Liabilities and the Business, adequate for such purposes. In entering into this Agreement, Purchaser acknowledges that it has relied solely upon

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the aforementioned investigation, review and analysis and not on any factual representations or opinions of any of Parent, the Seller, the Transferred Entities, or their respective Representatives (except the representations and warranties of Parent expressly set forth in Article III). Purchaser hereby acknowledges and agrees that none of Parent, the Seller, the Transferred Entities, or their respective Representatives or any other Person will have or be subject to any Liability to Purchaser, or any of its Representatives or any other Person resulting from the distribution to Purchaser, or its Representatives of, or Purchaser’s, or its Representatives’ use of, any information relating to Parent, the Seller, the Transferred Entities or the Business, including any information, documents or material made available to Purchaser, its Affiliates or their respective Representatives, whether orally or in writing, in any data room, any management presentations (formal or informal), functional “break-out” discussions, responses to questions submitted on behalf of Purchaser or its Representatives or in any other form in connection with the transactions contemplated by this Agreement. Purchaser further acknowledges that no Representative of Parent, the Seller, or the Transferred Entities has any authority, express or implied, to make any representations, warranties or agreements not specifically set forth in this Agreement and subject to the limited remedies herein provided. Purchaser acknowledges that, should the Closing occur, Purchaser shall acquire the Transferred Entities without any representation or warranty as to merchantability or fitness thereof for any particular purpose, in an “as is” condition and on a “where is” basis, except as otherwise expressly set forth in this Agreement. Purchaser is not aware of (i) any inaccuracy, misstatement or breach of any representation or warranty of Parent or any of its Affiliates contained in this Agreement or of Parent or its Affiliates contained in any Ancillary Document or (ii) any fact, event or circumstance that could make any representation or warranty of Parent or any of its Affiliates contained in this Agreement or contained in any Ancillary Document untrue or misleading.

Section 4.8 Financial Ability. Purchaser has, and will have at Closing, sufficient immediately available funds and the financial ability to (a) pay the Closing Purchase Price and all other amounts required to be paid by Purchaser on the Closing Date, and (b) perform its obligations under this Agreement and the Ancillary Agreements and, in the case of clauses (a) and (b), to pay any expenses incurred by Purchaser in connection therewith.

Section 4.9 No Other Representations or Warranties; No Reliance. Purchaser acknowledges and agrees that the only representations and warranties made by Parent or any of its Affiliates, or any other Person or entity on behalf of Parent or any of its Affiliates are the ones expressly set forth in Article III, and Purchaser and its Affiliates have not relied upon, any representation or warranty, whether express or implied, with respect to the Business, Parent, the Transferred Entities or any Affiliate thereof, or their respective businesses, affairs, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or with respect to the accuracy or completeness of any other information provided or made available to Purchaser or its Representatives by or on behalf of Parent or any Representative thereof. Purchaser acknowledges and agrees that none of Parent or any Affiliate thereof, or any other Person or entity on behalf of Parent or any Affiliate thereof, has made or makes, and Purchaser has not relied upon, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to Purchaser or any of its Representatives of future revenues, future results of operations (or any component thereof),

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future cash flows or future financial condition (or any component thereof) of any of Parent, the Transferred Entities or any Affiliates thereof or the Business or with respect to any future Environmental Laws. Purchaser acknowledges and agrees that none of Parent or any Affiliate thereof, or any other Person or entity on behalf of Parent or any Affiliate thereof, has made or makes, and Purchaser has not relied upon, any representation or warranty, whether express or implied, with respect to the Carrier Assets or the Carrier Liabilities. Purchaser acknowledges and agrees that neither Purchaser nor any of its Affiliates shall have any claim or cause of action under any theory of law (whether based in tort, contract or otherwise) against Parent or any of its Affiliates relating to any representations and warranties as to Parent, any of its Affiliates, the Business or the transactions contemplated by this Agreement other than in the case of Fraud and only with respect to the representations and warranties expressly set forth in Article III.

ARTICLE V

ADDITIONAL AGREEMENTS

Section 5.1 Access to Books and Records.

(a) After the date of this Agreement until the Closing, and subject to the requirements of applicable Laws, to the extent reasonably practicable Parent shall, and shall cause the Seller and Transferred Entities to, (i) afford to Representatives of Purchaser reasonable access, upon reasonable request and notice, to the books and records of the Business (other than with respect to any Carrier Assets or Carrier Liabilities) and to the Business Owned Real Property and the Business Leased Real Property, in each case during normal business hours, consistent with applicable Law and in accordance with the procedures established by Parent, and (ii) reasonably cooperate with Purchaser to allow Purchaser to conduct such additional due diligence (subject in all events to the last sentence of this Section 5.1(a)) of environmental matters and Environmental Conditions related to the Transferred Entities and the Business as Purchaser deems reasonably necessary to obtain additional insurance coverage with respect to breaches of the representations and warranties contained in Section 3.14; provided, that none of Parent, the Seller or Transferred Entities shall be required to make available (i) Business Employee personnel files until after the Closing Date (it being understood that any Business Employee personnel files that constitute Carrier Assets will not be transferred to the Transferred Entities) or (ii) medical records, workers’ compensation records, the results of any drug testing or other sensitive or personal information if doing so could reasonably be expected to result in a violation of applicable Law; and provided, further, that access under this Section 5.1(a) may be limited by Parent, the Seller or the Transferred Entities to the extent (A) reasonably necessary (x) for Parent, the Seller and Transferred Entities to comply with any applicable COVID-19 Measures or (y) for such access, in light of COVID-19 or COVID-19 Measures, not to jeopardize the health and safety of any of Parent’s, the Seller’s or the Transferred Entities’ respective Representatives or commercial partners (provided that, in the case of each of clauses (x) and (y), Parent shall, and shall cause the Seller and Transferred Entities to, use commercially reasonable efforts to provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) in a manner without risking the health and safety of such Persons or violating such COVID-19 Measures) or (B) any requested books and records of the Business are stored in an offsite archive location pursuant to the ordinary course document storage policies of Parent and its Affiliates. Purchaser shall indemnify and hold Parent

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and its Affiliates harmless against any Liabilities arising out of or relating to any transfer requested by or on behalf of Purchaser or its Affiliates of any such personnel files. Notwithstanding anything to the contrary in this Agreement, prior to the Closing, Purchaser and its Representatives shall not conduct any Phase II Environmental Site Assessment or conduct any sampling or testing of soil, sediment, surface water, ground water or building material at, on, under or within any facility or property of Parent or any of its Affiliates, including the Business Owned Real Property and the Business Leased Real Property.

(b) Purchaser agrees that any access granted under Section 5.1(a) shall not interfere unreasonably with the operation of the Business or any other business of Parent or its Affiliates. Purchaser and its Representatives shall not communicate with any of the employees of Parent or its Affiliates without the prior written consent of Parent, which consent shall not be unreasonably withheld. Notwithstanding anything to the contrary in this Agreement, neither Parent nor any of its Affiliates shall be required to provide access to or disclose information if, upon the advice of counsel, such access or disclosure would jeopardize the attorney-client or other applicable legal privilege or protection of such party or contravene any Laws, contracts or obligation of confidentiality.

(c) Subject to the access limitations set forth in the second proviso to Section 5.1(a), at and after the Closing, Purchaser and the Company shall, and shall cause the Company’s Subsidiaries to, afford Parent and its Representatives, during normal business hours, upon reasonable notice, access to the books, records, properties and employees of each Transferred Entity and the Business to the extent that such access may be reasonably requested for reasonable business purposes, including in connection with financial statements, Taxes, any potential Action or investigation by or before a Governmental Entity (including in connection with the matters covered under Section 5.11) and SEC or other Governmental Entity reporting obligations; provided, that nothing in this Agreement shall limit any rights of discovery of Parent or its Affiliates.

(d) Except for Tax Returns and other documents governed by Section 7.3(b), each of Purchaser and the Company agrees to hold, and to cause the applicable Transferred Entities to hold, all the books and records of each Transferred Entity or the Business existing on the Closing Date and not to destroy or dispose of any thereof for a period of ten (10) years from the Closing Date or such longer time as may be required by Law, and thereafter, if any of them desires to destroy or dispose of such books and records, to offer first in writing at least sixty (60) days prior to such destruction or disposition to surrender them to Parent.

Section 5.2 Confidentiality. The parties expressly agree that, notwithstanding any provision of the Confidentiality Agreement to the contrary, the terms of the Confidentiality Agreement are incorporated into this Agreement by reference and shall continue in full force and effect until the Closing, and that all information provided by or on behalf of Parent to Purchaser or any of its Representatives pursuant to this Agreement, including Section 5.1 and Section 5.3, shall be treated as “Evaluation Materials” under the Confidentiality Agreement; provided that the foregoing shall not restrict any disclosure of Evaluation Materials (a) required by law or legal process or to comply with any regulatory or public financial disclosure requirements of applicable securities Laws or any filing requirements pursuant to the rules of any securities exchange or other self-regulatory body, as the case may be or (b) to prospective lenders and/or equity investors in connection with the Financings (but subject to customary confidentiality and use restrictions for the benefit of the Company).

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Section 5.3 Required Actions.

(a) Purchaser and Parent shall take, or cause to be taken, all actions, and do, or cause to be done, all things necessary, proper or advisable under any applicable Laws to consummate and make effective in the most expeditious manner possible the Pre-Closing Restructuring, the Sale and the other transactions contemplated by this Agreement, including (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the Pre-Closing Restructuring, the Closing and the other transactions contemplated by this Agreement, (ii) taking all actions necessary to obtain (and cooperating with each other in obtaining) any consent, clearance, expiration or termination of a waiting period, authorization, Order or approval of, or any exemption by, any Governmental Entity (which actions shall include furnishing all information required under any Competition and Foreign Investment Laws or with respect to any other Required Approval) required to be obtained or made by Purchaser or Parent or any of their respective Subsidiaries in connection with the Pre-Closing Restructuring, the Sale and the other transactions contemplated by this Agreement, and (iii) the execution and delivery of any additional instruments necessary to consummate the Pre-Closing Restructuring, the Closing and the other transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement. Additionally, each of Parent and Purchaser shall take, or cause to be taken, all actions, and do, or cause to be done, all things necessary, proper or advisable under any applicable Laws to fulfill all conditions precedent to this Agreement and shall not take any action after the date of this Agreement that would reasonably be expected to delay the obtaining of, or result in not obtaining, any consent, clearance, expiration or termination of a waiting period, authorization, Order or approval of, or any exemption by, any Governmental Entity necessary to be obtained at or prior to the consummation of the Pre-Closing Restructuring or the Closing.

(b) Prior to the Closing, to the extent not prohibited by applicable Law, Purchaser shall keep Parent apprised of the status of matters relating to the completion of the Sale and the other transactions contemplated by this Agreement and work cooperatively with Parent in connection with obtaining all required consents, clearances, expirations or terminations of waiting periods, authorizations, Orders or approvals of, or any exemptions by, any Governmental Entity. To the extent not prohibited by applicable Law, Purchaser shall promptly inform Parent, and if in writing, furnish Parent with copies of (or, in the case of oral communications, advise Parent of) any communication from any Governmental Entity regarding the Sale or the other transactions contemplated by this Agreement, and permit Parent to review and discuss in advance, and consider in good faith the views of Parent in connection with, any proposed written or oral communication or submission with or to any such Governmental Entity. If Purchaser or any of its Affiliates or any of its or their Representatives receives a request for additional information or documentary material from any Governmental Entity with respect to the Sale or the other transactions contemplated by this Agreement, then Purchaser will make, or cause to be made, promptly and after consultation with Parent, an appropriate response in compliance with such request. Purchaser shall not participate in any meeting with any Governmental Entity in connection with this Agreement, the Sale or the other transactions contemplated by this Agreement, or with any other Person in connection with any proceeding or

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Action by a private party relating to any Competition and Foreign Investment Laws or Required Approvals in connection with this Agreement, the Sale or the other transactions contemplated by this Agreement, or make oral submissions at meetings or in telephone or other conversations, unless it consults with Parent in advance and, to the extent not prohibited by such Governmental Entity, gives Parent the opportunity to attend and participate thereat.

(c) To the extent not prohibited by applicable Law, each party shall furnish the other party with copies of all correspondence, filings, submissions and communications (and memoranda setting forth the substance thereof) between it and any Governmental Entity or other such Person with respect to this Agreement, the Sale or the other transactions contemplated by this Agreement, and furnish the other party with such necessary information and reasonable assistance as the other party may reasonably request in connection with its preparation of necessary filings or submissions of information to any such Governmental Entity or other such Person. Purchaser and Parent may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other party under this Agreement as “outside counsel/corporate in-house antitrust counsel only.” Such designated materials and any materials provided by Purchaser to Parent or by Parent to Purchaser pursuant to this Section 5.3, and the information contained therein, shall be given only to the outside legal counsel and corporate in-house antitrust counsel of the recipient and shall not be disclosed by such outside counsel and corporate in-house antitrust counsel to employees (other than corporate in-house antitrust counsel), officers or directors of the recipient unless express permission is obtained in advance from the source of the materials (Purchaser or Parent, as the case may be) or its legal counsel; it being understood that materials provided pursuant to this Agreement may be redacted (i) to remove references concerning the valuation of the Business, (ii) as necessary to comply with contractual arrangements and (iii) as necessary to address reasonable privilege concerns.

(d) Purchaser and Parent shall file or cause to be filed, as promptly as practicable and within fifteen (15) Business Days from the date of the Agreement (unless the parties otherwise agree, and which fifteen (15) Business Day period shall be automatically extended five (5) Business Days if the parties are working in good faith to make such filing but such filing has not been made by the end of such fifteen (15) Business Day period) any filings and/or notifications under applicable Competition and Foreign Investment Laws. In the event that the parties receive a request for additional information or documentary materials after an initial notification pursuant to any Competition and Foreign Investment Laws, the parties shall use their respective best efforts to comply with such requests, as applicable, as promptly as possible and produce documents, responses to interrogatories, or other information on a rolling basis, and, to the extent not prohibited by applicable Law, counsel for both parties will closely cooperate during the entirety of any such investigatory or review process.

(e) Purchaser and Parent shall use their respective best efforts to resolve such objections, if any, as may be asserted by any Governmental Entity with respect to the Pre-Closing Restructuring, the Sale and the other transactions contemplated by this Agreement under any Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or lessening of competition through merger or acquisition or restraint of trade and all non-U.S. applicable Laws with respect to foreign investment (collectively, “Competition and Foreign Investment Laws”). In connection therewith, if any Action is instituted (or threatened to be instituted) challenging the Pre-Closing Restructuring, the Sale or

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the other transactions contemplated by this Agreement as violative of any Competition and Foreign Investment Laws, Purchaser and Parent shall jointly (to the extent practicable) use their best efforts to initiate and/or participate in any proceedings, whether judicial or administrative, in order to (i) oppose or defend against any Action by any Governmental Entity to prevent or enjoin the consummation of the Pre-Closing Restructuring, the Closing or the other transactions contemplated by this Agreement and/or (ii) take such action as necessary to overturn any regulatory Action by any Governmental Entity to block consummation of the Pre-Closing Restructuring, the Closing or the other transactions contemplated by this Agreement, including by defending any such Action brought by any Governmental Entity in order to avoid the entry of, or to have vacated, overturned or terminated, including by appeal if necessary, any Order that makes illegal or prohibits the consummation of the Pre-Closing Restructuring, the Closing or the other transactions contemplated by this Agreement resulting from any such Action.

(f) In furtherance of the undertakings in Section 5.3(a), (b), (c), (d) and (e), Purchaser and Parent shall take all actions necessary to avoid or eliminate each and every impediment under any Competition and Foreign Investment Laws so as to enable the Pre-Closing Restructuring and the Closing to occur as promptly as practicable (and in any event no later than the Outside Date), including (i) proposing, negotiating, committing to and effecting, by consent decree, hold separate Order, or otherwise, the sale, divestiture or disposition of any businesses, product lines or assets of the Transferred Entities, Purchaser, and their respective Subsidiaries, and (ii) otherwise taking or committing to take actions that after the Closing would limit Purchaser’s, the Transferred Entities or their respective Subsidiaries’ freedom of action with respect to, or its or their ability to retain, any businesses, product lines or assets of the Transferred Entities, Purchaser, and their respective Subsidiaries; provided that, notwithstanding anything to the contrary in this Agreement, (i) no party will be required to take or agree or commit to take any action that is not conditioned upon the Closing, and (ii) Parent shall not be obligated to take or agree or commit to take any action that relates to the Retained Business or Carrier Assets. No actions taken pursuant to this Section 5.3(f) shall be considered for purposes of determining whether a Business Material Adverse Effect has occurred or may occur.

(g) Between the date of this Agreement and the Closing, the Seller and Parent shall cooperate fully with the Purchaser and its advisors in respect of, the process of notifying, negotiating and seeking agreement on funding with the trustees of each of the Chubb Pension Plan and Chubb Security Pension Fund, and no agreement with the trustees of either such schemes shall be made without the prior written agreement of the Purchaser (such agreement not to be unreasonably withheld). The Seller and Parent shall provide to the Purchaser all relevant information and documentation reasonably requested for the Purchaser to perform any related calculations in connection with the matters set forth in this Section 5.3(g). The Seller and Parent shall procure that the Purchaser and its advisors are kept informed of, and consulted with in respect of, discussions with the trustees of either of the Chubb Pension Plan and Chubb Security Pension Fund and that the Purchaser and its advisors are given access to those trustees as soon as reasonably practicable in relation to the matters contemplated under this Agreement. The Purchaser will procure that Parent and its advisors are kept informed of, and consulted with in respect of, discussions with the trustees of either of the Chubb Pension Plan and the Chubb Security Pension Fund in circumstances where Parent or its representatives are not in attendance.

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Section 5.4 Conduct of Business.

(a) From the date of this Agreement through the earlier of the Closing or the termination of this Agreement, except (i) as otherwise required or contemplated by this Agreement (including any actions, elections or transactions undertaken pursuant to the Pre-Closing Restructuring or Section 5.7), (ii) as required by Law, Contract, or any COVID-19 Measures, (iii) to the extent relating solely to any Retained Businesses, (iv) as would apply to Parent or its Subsidiaries generally, and not disproportionately to the Transferred Entities or the Business, (v) as disclosed in Section 5.4 of the Parent Disclosure Schedule or (vi) as otherwise consented to by Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed), Parent shall cause its Subsidiaries (including the Transferred Entities) to, in each case only with respect to the Business and not with respect to any other assets or liabilities, including the Retained Business:

(A) use commercially reasonable efforts to conduct the Business in the ordinary course of business in all material respects;

(B) not (1) amend or propose to amend the certificates of incorporation or by-laws or equivalent organizational documents of any Transferred Entity in any manner adverse to Purchaser, (2) split, combine or reclassify the outstanding capital stock of any Transferred Entity, or (3) with respect to any Transferred Entity, declare, set aside or pay any non-cash dividend or non-cash distribution to any Person other than a Transferred Entity (except, in the case of clauses (2) and (3), as may facilitate the elimination of intercompany accounts contemplated by Section 5.7 or Section 5.8);

(C) other than to a Transferred Entity, not issue, sell, pledge or dispose of, or agree to issue, sell, pledge or dispose of, any additional shares of, or any options, warrants or rights of any kind to acquire any shares of, a Transferred Entity’s capital stock of any class or any debt or equity securities which are convertible into or exchangeable for such capital stock;

(D) except for transactions in the ordinary course, not (1) incur in excess of $5,000,000 of indebtedness for borrowed money outstanding at any time (other than indebtedness outstanding as of the date of this Agreement, intercompany indebtedness and indebtedness for which the Transferred Entities will not have any liability at and after the Closing), (2) make any material acquisition of any assets or businesses in excess of $5,000,000 other than acquisitions in the ordinary course of business, or (3) sell, pledge, dispose of or encumber any material assets or businesses other than in the ordinary course of business or as may be required by applicable Law and the abandonment, lapse or other disposition of any Intellectual Property rights in the ordinary course of business;

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(E) except (1) as may be required by applicable Law or any Seller Benefit Plan or Transferred Entity Benefit Plan, (2) in the ordinary course of business, (3) in connection with any action that applies uniformly to Business Employees and other similarly situated employees of the Parent Group, or (4) for any grant or award for which the Parent Group shall be solely obligated to pay, not grant to any Business Employee any material increase in compensation or benefits, including severance or termination pay or adopt, enter into or materially amend any material Transferred Entity Benefit Plan or hire or fire (other than for cause) any officer or any employee whose annual base compensation is in excess of $200,000; provided that Parent or its Affiliate may enter into an employment agreement with a new hire to replace an employee whose employment has terminated;

(F) not make any material change to its methods of financial accounting, except as required by a change in GAAP (or any interpretation thereof) or in applicable Law;

(G) except as set forth in the capital budget of the Transferred Entities made available to Purchaser prior to the date hereof, not commit or authorize any commitment to make any capital expenditures in excess of $5,000,000 in the aggregate;

(H) not dissolve, merge or consolidate any Transferred Entity with any other Person (except with respect to entities that are dormant as of the date hereof);

(I) not (1) make, change or revoke any material Tax election, (2) change any annual accounting period, (3) change any material method of accounting for Tax purposes or (4) settle any claim or assessment in respect of a material amount of Taxes, in each case except for any action that would not reasonably be expected to result in a material increase in the Tax Liability of any Transferred Entity in any post-Closing period;

(J) not (1) materially amend, voluntarily terminate (other than in accordance with its terms) or cancel any Business Material Contract or Business Government Contract or (2) enter into any Contract that if in effect on the date hereof would be a Business Material Contract or Business Government Contract, other than, in the case of each of clause (1) and clause (2), in the ordinary course of business;

(K) timely conduct, carry on, prosecute and/or defend all Actions by or against any Transferred Entity, in each case in a diligent and competent manner, and seek final settlement and/or resolution of all such Actions as expeditiously as practicable, provided that no Transferred Entity shall settle or compromise(or cause to be settled or compromised on its behalf) any Action, or enter into (or cause to be entered into) any consent decree or settlement agreement with any Governmental Entity, against or affecting the Business other than settlements or compromises of any Action in the ordinary course of business or where the amount paid in settlement or compromise does not exceed $5,000,000 individually or $20,000,000 in the aggregate and provided that the settlement amount is paid in full prior to Closing (it being agreed and understood that this clause (K) shall not apply with respect to Tax matters, which shall be governed by clause Section 5.4(a)(I));

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(L) not take any action that would reasonably be expected to cause any of the conditions precedent to the transactions contemplated by this Agreement to fail to be satisfied or prevent, delay or impede the consummation of the Closing or any other transaction contemplated by this Agreement;

(M) not sell, assign, convey, transfer, abandon, allow to lapse, fail to maintain or dispose of any material Business Intellectual Property, except as required by applicable Law;

(N) not (i) become a guarantor with respect to any material obligation of any other Person (other than any other Transferred Entity), other than (x) in the ordinary course of business or (y) as a result of a renewal of a guarantee existing as of the date of this Agreement, or (ii) assume any material obligation of any such Person for borrowed money; and

(O) not agree or commit to do or take any action described in this Section 5.4(a).

(b) Purchaser covenants and agrees that, from the date of this Agreement through the earlier of the Closing or the termination of this Agreement, except (i) as otherwise contemplated by this Agreement, (ii) as required by Law, (iii) as disclosed in Section 5.4 of the Purchaser Disclosure Schedule, or (iv) as otherwise consented to by Parent (which consent shall not be unreasonably withheld, conditioned or delayed), Purchaser shall not, and shall cause its Subsidiaries not to, directly or indirectly, do any of the following:

(A) take any action that would reasonably be expected to cause any of the conditions precedent to the transactions contemplated by this Agreement to fail to be satisfied or prevent, delay or impede the consummation of the Closing or any other transaction contemplated by this Agreement; or

(B) agree or commit to do or take any action described in this Section 5.4(b).

(c) Notwithstanding the foregoing, from the date of this Agreement until the earlier of the Closing or the termination of this Agreement, the Parent shall keep the Purchaser apprised of the negotiations in respect of the negotiation of any collective bargaining Contract. In particular, the Transferred Entities and Parent shall (i) provide the Purchaser with timely notice of the demands being made by the relevant union; and (ii) except as required by applicable Law, not enter into any settlement agreement without the Purchaser’s prior written consent.

(d) Nothing contained in this Agreement shall give Purchaser, directly or indirectly, the right to control or direct Parent’s or any of its Affiliates’ (including the Transferred Entities’) businesses or operations prior to the Closing. Nothing contained in this Agreement shall give Parent, directly or indirectly, the right to control or direct Purchaser’s or any of its Affiliates’ businesses or operations.

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Section 5.5 Consents.

(a) Subject to Section 5.5(d), Parent and Purchaser shall, and shall cause their respective Subsidiaries to, reasonably cooperate to obtain any consents required from third parties in connection with the consummation of the transactions contemplated by this Agreement (including the Pre-Closing Restructuring) under Business Material Contracts (the consents referred to in this Section 5.5(a), collectively, the “Third Party Consents”).

(b) At or prior to the Closing, Purchaser, the Company and Parent (or their applicable Affiliates) shall use commercially reasonable efforts to enter into a lease, sublease or other occupancy agreement governing each piece of real property set forth on Section 5.5(b) of the Parent Disclosure Schedule (each, a “Shared Location”), upon mutually acceptable terms; provided, however, that neither Parent nor any of its Affiliates shall be required to compensate any third party or offer or grant any accommodation (financially or otherwise, including any arrangement to remain secondarily liable or provide any other credit support) to any third party in order to obtain such lease, sublease or occupancy agreement. If such a lease, sublease or occupancy agreement has not been entered into with respect to any Shared Location as of the Closing, then promptly following the Closing Purchaser, Parent and their respective applicable Affiliates shall (to the extent (x) permitted pursuant to the underlying lease on such Shared Location or (y) the applicable landlord’s consent has been obtained) enter into a sublease or other occupancy agreement for such Shared Location at then-prevailing market terms and rates.

(c) Notwithstanding anything to the contrary contained herein, including Section 5.3, to the extent that transfers of Company Permits issued by any Governmental Entity are required to be made to or from a Transferred Entity in connection with the consummation of the transactions contemplated by this Agreement, the parties hereto shall use commercially reasonable efforts to effect such transfers at or prior to the Closing.

(d) Notwithstanding anything to the contrary contained herein, neither Parent nor any of its Affiliates shall have any obligation to make any payments or incur any Liability in order to obtain any consents of third parties or effect the transfers or arrangements contemplated by this Section 5.5, and the failure to receive any such consents or to effect any such transfers or arrangements, any Action (commenced or threatened by or on behalf of any Person arising out of or relating to the failure to receive such consent), shall not be taken into account with respect to whether any condition to the Closing set forth in Article VIII shall have been satisfied.

Section 5.6 Public Announcements. No party to this Agreement nor any Affiliate or Representative of such party shall issue or cause the publication of any press release or public announcement in respect of this Agreement or the transactions contemplated by this Agreement without the prior written consent of the other party (which consent shall not be unreasonably withheld, conditioned or delayed), except (a) as may be required by Law or relevant securities exchange rules, in which case the party required to publish such press release or public announcement shall use reasonable efforts to provide the other party a reasonable opportunity to comment on such press release or public announcement in advance of such publication or (b) to

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the extent the contents of such release or announcement have previously been released publicly by a party hereto or are consistent in all material respects with materials or disclosures that have previously been released publicly without violation of this Section 5.6. Notwithstanding anything herein to the contrary, each of Purchaser, Parent and their respective Affiliates may, at any time without the consent of any other party hereto, (a) respond to questions or provide a summary or update relating to, or discuss the benefits of, the transactions contemplated by this Agreement in calls or meetings with Parent or its Affiliates’ analysts, investors or attendees of any industry conference, (b) make any public announcement or statement and issue any press release that provides a summary or update relating to the transactions contemplated by this Agreement; provided that in the case of (a) and (b), such responses, summaries, announcements, statement and communications substantially reiterate (and are not inconsistent with) previous responses, summaries, announcements, statements and communications approved in advance by the other party, and (c) engage in communications required by Law or stock exchange rules, or engage in confidential conversations with the stock exchange on which it is listed and (d) subject to Section 5.2, engage in communications and negotiations with prospective debt and/or equity financing sources in respect of the Financings, in each case with respect to the transactions contemplated by this Agreement. The parties hereto agree that the initial press release to be issued with respect to the execution of this Agreement shall be in the form heretofore agreed to by Parent and Purchaser.

Section 5.7 Intercompany Accounts; Cash. At or prior to the Closing, (a) all intercompany accounts, except for those accounts listed on Section 5.7 of the Parent Disclosure Schedule, between any member of the Parent Group, on the one hand, and any Transferred Entity, on the other hand, shall be settled or otherwise eliminated and (b) any and all cash or cash equivalents of the Transferred Entities may be extracted from the Transferred Entities by the Seller or other Affiliates of Parent (including, for the avoidance of doubt, through cash sweeps, dividend payments, distributions, share redemptions, recapitalizations, and the settling of intercompany loans accounts), in the case of each of clause (a) and (b), in such a manner as Parent shall determine in its sole discretion. For the avoidance of doubt, (x) intercompany accounts between and among any of the Transferred Entities shall not be required to have been eliminated at the Closing and (y) trade accounts payable and receivable between any Transferred Entity, on the one hand, and any member of the Parent Group, on the other hand, created in the ordinary course of business (including for product sales), shall not be required to have been eliminated at the Closing.

Section 5.8 Termination of Intercompany Arrangements. Effective at the Closing, other than any intercompany accounts which survive pursuant to Section 5.7, all arrangements, understandings or Contracts, including all obligations to provide goods, services or other benefits, by any member of the Parent Group, on the one hand, and any Transferred Entity on the other hand, shall be terminated without any party having any continuing obligations or Liability to the other, except for (a) this Agreement and the Ancillary Agreements and (b) the other arrangements, understandings or Contracts listed in Section 5.8 of the Parent Disclosure Schedule.

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Section 5.9 Guarantees; Commitments.

(a) On or prior to the Closing, Parent shall use its reasonable best efforts, and Purchaser shall reasonably cooperate with Parent, to cause the Company and the other Transferred Entities to replace any guarantee, indemnity, surety bond, letter of credit, letter of comfort, commitments or other similar obligation issued by or under which Parent or any of its Affiliates have any Liabilities relating to the Business or the Transferred Entities (including, for the avoidance of doubt, those set forth on Section 5.9(a)(i) of the Parent Disclosure Schedule, and, collectively, the “Parent Guarantees” ); provided, however, that Parent shall not be required to take any such action prior to the Closing with respect to the Parent Guarantees set forth on Section 5.9(a)(ii) of the Parent Disclosure Schedule (the “Performance Guarantees” ); and provided, further, that neither Parent nor any of its Affiliates (other than the Transferred Entities) shall be required to compensate any third party or offer or grant any accommodation (financially or otherwise, including any arrangement to remain secondarily liable or provide any other credit support) to any third party in order to obtain such replacement. If any Parent Guarantee is not replaced effective as of the Closing, (i) Purchaser shall, and shall cause the Company to, use its reasonable best efforts, at their sole expense, to cause Parent and its Affiliates to be released from such Parent Guarantee, (ii) with respect to the Performance Guarantees, Purchaser shall cause the Company to, and the Company shall, or shall cause the applicable Transferred Entity to, use its reasonable best efforts to satisfy all performance obligations with respect to such Performance Guarantees, (iii) in furtherance of, and without limiting any of the obligations pursuant to Section 5.9(a)(ii), Purchaser shall cause the Company to, and the Company shall, indemnify and hold harmless Parent and any of its Affiliates against any Liabilities that Parent or any of its Affiliates suffer, incur or are liable for by reason of or arising out of or in consequence of, the Parent Guarantees, any claim or demand for payment made on Parent or any of its Affiliates with respect to any Parent Guarantees, and any Action by any Person who is or claims to be entitled to the benefit of, or claims to be entitled to payment, reimbursement or indemnity with respect to any Parent Guarantee and (iv) at the request of Parent, the Company shall provide Parent and its Affiliates with a letter of credit or bond in an amount directed by Parent equal to Parent’s and its Affiliates’ aggregate potential Liability in respect of such Parent Guarantees that are not so replaced.

(b) On or prior to the Closing, Parent shall use its reasonable best efforts to replace any guarantee, indemnity, surety bond, letter of credit, letter of comfort, commitments or other similar obligation issued by or under which any of the Transferred Entities have any Liabilities relating to the Retained Business (collectively, the “Transferred Entity Indemnified Guarantees” ); provided, however, that neither Parent nor any of its Affiliates shall be required to compensate any third party or offer or grant any accommodation (financially or otherwise, including any arrangement to remain secondarily liable or provide any other credit support) to any third party in order to obtain such replacement. If any Transferred Entity Indemnified Guarantee is not replaced effective as of the Closing, Parent shall indemnify and hold harmless the Transferred Entities against any Liabilities that the Transferred Entities suffer, incur or are liable for by reason of or arising out of or in consequence of, the Transferred Entity Indemnified Guarantees, any claim or demand for payment made on any Transferred Entity with respect to any Transferred Entity Indemnified Guarantees, or any Action by any Person who is or claims to be entitled to the benefit of, or claims to be entitled to payment, reimbursement or indemnity with respect to any Transferred Entity Indemnified Guarantees.

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(c) None of Parent, Purchaser or their respective Affiliates shall dissolve any of the Australian entities prior to January 22, 2022.

Section 5.10 Insurance.

(a) From and after the Closing, the Transferred Entities shall cease to be insured by the Parent Group’s insurance policies or programs or self-insured programs, and neither the Transferred Entities nor Purchaser nor its other Affiliates shall have any access, right, title or interest to or in any such insurance policies, programs or self-insured programs (including to all claims and rights to make claims and all rights to proceeds) to cover any Chubb Assets, any Chubb Liability or any other Liability of the Transferred Entities or of or arising from the operation of the Business, in each case including with respect to all known and incurred but not reported claims above the historical self-insured retention level under such insurance policies and/or programs (such claims, the “Pre-Closing IBNR Claims” ). The members of the Parent Group may, to be effective at the Closing, amend any insurance policies and ancillary arrangements in the manner they deem appropriate to give effect to this Section 5.10(a). From and after the Closing, Purchaser and the Company shall be responsible for securing all insurance they consider appropriate for the Transferred Entities and the Business. At and after the Closing, the Company agrees to, and Purchaser agrees to cause the Company to, take over and assume all known and incurred but not reported claims of the Transferred Entities and the Business (whether known by Parent, the Company or any of their Affiliates or by any of the Transferred Entities) and the Company agrees to, and Purchaser agrees to cause the Company to, be responsible to pay such claims until they are finally settled and closed. Subject to Section 5.10(a), each of Purchaser and the Company further covenants and agrees that it will not, and will cause the Transferred Entities to not, seek to assert or exercise any rights or claims of any Transferred Entity or the Business under or in respect of any insurance policy, program or self-insurance program of any member of the Parent Group under which, at any time prior to or at the Closing, any Transferred Entity or Affiliate thereof or the Business has been a named insured.

(b) At or prior to the Closing, Parent shall purchase and fully pay the premium for a tail insurance policy (the “D&O Tail”) covering all current and former directors and officers of the Transferred Entities with respect to matters occurring at or before the Closing (whether known or unknown as of the effective time of the D&O Tail by Parent, Purchaser, the Company, any Transferred Entity or any of their respective Affiliates, directors or officers), provided, that the policy is at least equal to the coverage provided under the Transferred Entities’ current directors’ and officers’ liability insurance policies and Parent shall maintain such policy in effect, without any lapse or gaps in coverage, until the earlier of (A) six (6) years following the Closing Date and (B) the consummation following the Closing Date of a change in control or sale of all or substantially all of the assets of the Company. Neither Purchaser nor any of the Transferred Entities shall take any action that would have the effect of limiting the aggregate amount of insurance coverage required to be maintained for the directors and officers referred to in this Section 5.10(b). If Purchaser or any Transferred Entity or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of their properties and assets as an entity in one (1) or a series of related transactions to any Person, then, in each such case, proper provisions shall be made so that the successors and/or assigns of Purchaser or the Transferred Entity, as the case may be,

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shall assume all of the obligations set forth in this Section 5.10(b); provided, that neither Purchaser nor any Transferred Entity shall be relieved from such obligation. In addition, none of Purchaser or any Transferred Entity shall distribute, sell, transfer or otherwise dispose of any of its assets in a manner that would reasonably be expected to render Purchaser or the Transferred Entities unable to satisfy its obligations under this Section 5.10(b). This Section 5.10(b) shall survive the consummation of the transactions contemplated by this Agreement and shall be binding on all successors and assigns of Purchaser and the Transferred Entities. Without limiting the foregoing, during the period commencing at the Closing and ending on the sixth (6th) anniversary of the Closing, all rights to indemnification and exculpation from liabilities for and/or advancement expenses, in each case, in respect of acts or omissions occurring prior to the Closing, existing in favor of present and former directors and officers of the Transferred Entities (the “D&O Indemnified Persons”), as provided in the organizational documents of the Transferred Entities, as applicable, shall continue to be binding on the Transferred Entities, and Parent shall indemnify and hold harmless each D&O Indemnified Person against all claims, losses, liabilities, damages, judgments, inquiries, fines and fees, costs and expenses, including attorneys’ fees and disbursements, incurred in connection with any Action, whether civil, criminal, administrative or investigative (including with respect to matters existing or occurring at or prior to the Closing, including this Agreement and the transactions and actions contemplated hereby), arising out of or pertaining to the fact that the D&O Indemnified Person is or was a director or officer of the Transferred Entities or is or was serving at the request of the Transferred Entities as a director or officer of another Person, whether asserted or claimed prior to, at or after the Closing, to the fullest extent permitted under applicable Law. In the event of any such Action, (x) each D&O Indemnified Person will be entitled to advancement of expenses incurred in the defense of any such Action from the Company and (y) the Company and its Subsidiaries, as applicable, shall reasonably cooperate in the defense of any such matter.

Section 5.11 Litigation Support. In the event and for so long as (a) Parent or any of its Affiliates is prosecuting, contesting or defending any Action, investigation, charge, claim, or demand by or against a third party (other than an action brought against or by any other party hereto or any Affiliate of such party) (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction relating to, in connection with or arising from the Retained Business, the Carrier Assets or the Carrier Liabilities, or (b) Purchaser, any Transferred Entity or any of their respective Affiliates is prosecuting, contesting or defending any Action, investigation, charge, claim, or demand by or against a third party (other than an action brought against or by any other party hereto or any Affiliate of such party) (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction relating to, in connection with or arising from the Business, the Transferred Entities, the Chubb Assets or the Chubb Liabilities, the other party shall, and shall cause its other Subsidiaries (including, in the case of Purchaser, the Transferred Entities) and Affiliates (and its and their officers and employees, and shall use its reasonable best efforts to cause its and their other Representatives) to, cooperate with the prosecuting, contesting or defending party and its Affiliates and its and their counsel in such prosecution, contest or defense, including making its personnel reasonably available, participating in meetings, providing such testimony and reasonable access to and preserving their books and records and taking such other actions as shall be reasonably necessary in connection with such prosecution, contest or defense, at the sole cost and expense of the prosecuting, contesting or defending party.

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Section 5.12 Misallocated Assets and Misdirected Payments.

(a) If, following the Closing, any Carrier Asset is found to have been transferred to or retained by the Transferred Entities or their Affiliates, Purchaser shall cause the Company to, and the Company shall, use reasonable best efforts to transfer, or cause its applicable Affiliate to transfer such right, property or asset to the applicable member of the Parent Group as soon as practicable for no consideration. If, following the Closing, any Chubb Asset is found to have been transferred to or retained by a member of the Parent Group, either directly or indirectly, Parent shall use reasonable best efforts to transfer, or cause the applicable member of the Parent Group to transfer, such Chubb Asset to the Company or its applicable Affiliate as soon as practicable for no consideration.

(b) Except as otherwise provided in this Agreement or any Ancillary Agreement, following the Closing, (i) if any payments due with respect to the Chubb Assets, or any rights, properties or assets transferred to any Transferred Entity or its Affiliates following the Closing pursuant to Section 5.12(a), are paid to any member of the Parent Group, Parent shall, or shall cause the applicable member of the Parent Group to, promptly (and in any case within three (3) Business Days) remit by wire or draft such payment to an account designated in writing by the Company and (ii) if any payments due with respect to the Carrier Assets are paid to Purchaser, the Transferred Entities or their Affiliates, Purchaser shall cause the Company to, and the Company shall, transfer, or cause its Affiliates to promptly (and in any case within three (3) Business Days) remit by wire or draft such payment to an account designated in writing by Parent; provided, however, that if any such amount is in the nature of a Tax refund, Tax credit or similar item, and such item is subsequently disallowed by a Governmental Entity, the Parent or Purchaser, as the case may be, shall promptly reimburse the payer for the amount so disallowed together with any interest and penalties relating to such item.

Section 5.13 Use of Marks.

(a) Except as expressly provided in this Section 5.13, the Ancillary Agreements or in any intercompany agreements listed on Section 5.8 of the Parent Disclosure Schedule, neither Purchaser nor any of its Affiliates or any Transferred Entity shall use, or have or acquire the right to use or any other rights in, any marks of Parent or any of its Affiliates, including “Carrier,” “Carrier Transicold,” “Kidde,” “Kidde-Fenwal,” “GST Fenwal,” “Aritech,” “Marioff,” “Edwards,” “Lenel,” “LenelS2,” “ALC,” “Automated Logic,” “EcoEnergy,” “OEMCtrl,” “Autronica,” “Badger,” “Chemtron,” “Det-Tronics,” “Fenwal,” “Fireye,” “Gulf Security Technology,” “GST,” “Interlogix,” “Noresco,” “Onity,” “Sensitech,” “Supra,” “Quell,” “Gloria,” or “Thomas Glover” or any variations or derivatives thereof or any names, trademarks, service marks or logos of Parent or any of its Affiliates, or any name, trademark, service mark or logo that, in the reasonable judgment of Parent, is similar to any of the foregoing (the “Parent Names”). As promptly as practicable after the Closing, but in any event within 90 Business Days after the Closing, Purchaser shall make all legal filings and take all other actions reasonably necessary to change the name of each of the Transferred Entities to a name that does not include any Parent Name.

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(b) The Transferred Entities may continue temporarily to use the Parent Names following the Closing, to the extent used immediately prior to the Closing, so long as Purchaser and the Company shall, and shall cause its Affiliates to (i) immediately after the Closing, cease to hold itself out as having any affiliation with Parent or any of its Affiliates (other than Parent’s indirect ownership interest in the Company) and (ii) use commercially reasonable efforts to minimize and eliminate use of the Parent Names by the Transferred Entities. In any event, as soon as practicable after the Closing Date (and in any event within ninety (90) days thereafter) the Company shall and shall cause each of the Transferred Entities to (i) cease and discontinue use of all Parent Names and (ii) complete the removal of the Parent Names from all products, signage, vehicles, properties, technical information, stationery and promotional or other marketing materials and other assets.

Section 5.14 Non-Solicitation; Non-Compete.

(a) For a period of three (3) years from the Closing Date, Parent and its Subsidiaries shall not directly or indirectly solicit for employment (whether as an employee, consultant or otherwise), (i) the President of the Business, any Business Employee who is a direct report of the President of the Business or any direct report of any such Business Employee and (ii) any branch manager (or any Business Employee having a similar title) of any Transferred Entity; provided, that the foregoing shall not restrict any general or public solicitations not specifically targeted at employees of the Business (including searches by any bona fide search firm that is not directed to solicit such employees) or any solicitations, hiring or other actions with respect to any such Person whose employment is terminated due to such Person’s voluntary resignation more than three (3) months prior to the commencement of employment discussions between such Person and Parent and its Subsidiaries.

(b) From and after the Closing Date until the date that is three (3) years after the date that the initial service period of the Transition Services Agreement ends pursuant to the terms thereof, without the prior written consent of Purchaser, Parent and its Subsidiaries agree not to engage, in any Business Territory, in the installation, servicing and maintenance in buildings of (i) electronic business and home monitoring, security and access systems which predominantly address and are predominantly comprised of one or more of the following elements: intrusion detection, monitoring and video surveillance; and (ii) fire and gas safety systems which predominantly address and are predominantly comprised of one or more of the following elements: fire suppression systems, fire and gas detection, monitoring and alarm systems, firefighting equipment, smoke hatches and emergency exit lights (such business, a “Competing Business” ); provided, that, for the avoidance of doubt, the manufacture or sale of any of the devices or systems described in clauses (i) and (ii) shall be deemed not to constitute a Competing Business; and provided, further, that nothing in this Agreement shall restrict Parent or its Subsidiaries at any time from:

(i) any activity of or investment in any Person in which Parent and its Subsidiaries collectively own twenty five percent (25%) or less of the outstanding voting stock or other voting securities of such Person to the extent such Equity Interests or aggregate investment do not give Parent and its Subsidiaries the right to designate a majority, or such higher amount constituting a controlling number, of the members of the board of directors (or similar governing body) of such Person;

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(ii) investing in any fund in which Parent and its Subsidiaries have no discretion with respect to the investment strategy of such fund;

(iii) acquiring or investing in, and, after such acquisition or investment, owning an interest in any Person (or its successor) that is engaged in a Competing Business and operating such Competing Business if such Competing Business generated less than twenty percent (20%) of such Person’s consolidated annual revenues in the last completed fiscal year of such Person;

(iv) acquiring and, after such acquisition, owning any interest in a Person that is engaged in a Competing Business and operating such Competing Business if (A) such Competing Business generated more than thirty percent (30%) of such Person’s consolidated annual revenues in the last completed fiscal year of such Person and (B) Parent or its applicable Subsidiary, within eighteen (18) months after the consummation of such acquisition, enters into a definitive agreement to cause the divestiture of a sufficient portion of the Competing Business of such Person such that the restrictions set forth in this Section 5.14(b) would not have operated to prevent such ownership assuming the completion of such divestiture had occurred prior to such acquisition, and thereafter uses commercially reasonable efforts to complete such divestiture as soon as reasonably practicable; (v) exercising its rights or complying with its obligations under this Agreement or any of the Ancillary Agreements; or

(vi) owning and operating the Carrier Assets and engaging in the Retained Businesses (including, for the avoidance of doubt, the businesses of Parent and its Affiliates conducted under the Lenel, S2, Aritech, Marioff, Edwards, Det-Tronics, Kidde, Kidde-Fenwal, UTEC, Fireye, GST, Fenwal, Autronica, Automated Logic, Interlogix, Supra, and Onity brands and their respective distribution networks) as conducted as of the date hereof and as of the Closing Date, and reasonable extensions thereof, including, for the avoidance of doubt, the activities set forth on Section 5.14(b) of the Parent Disclosure Schedule.

(c) The Purchaser, the Parent and the Seller agree that the conditions set forth in subsection 56.4(7) of the Income Tax Act (Canada) have been met such that subsection 56.4(5) of the Income Tax Act (Canada) applies to any restrictive covenant contained in this Agreement. For greater certainty, the Purchaser, the Parent and the Seller agree that no proceeds or other amount shall be received or receivable by the Seller or the Parent for granting the restrictive covenant and that the restrictive covenant is being granted to maintain or preserve the fair market value of the Shares.

The parties understand and acknowledge that immaterial, de minimis or inadvertent violations of this Section 5.14 by Parent and its Subsidiaries shall not be deemed a breach of this Section 5.14.

Notwithstanding the foregoing, this Section 5.14 shall not restrain or prohibit any activities, actions or conduct of any Person that is not directly or indirectly controlled by Parent, including any joint ventures, partnerships or co-investment vehicles that neither Parent nor any of its direct or indirect Subsidiaries controls.

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Section 5.15 Pre-Closing Restructuring.

(a) Prior to the Closing, (i) Parent agrees to contribute, convey, transfer, assign and deliver, or to cause to be contributed, conveyed, transferred, assigned and delivered, to the Company or its Subsidiaries, and the Company agrees to, or agrees to cause its Subsidiaries to, accept, free and clear of all Liens, other than Permitted Liens, all of Parent’s and its Subsidiaries’ right, title and interest in, to and under (A) the issued and outstanding Equity Interests of the Transferred Entities (other than the Company) and (B) the Chubb Assets, which the parties expressly understand and agree shall exclude the Carrier Assets, which shall be retained by the Parent Group, shall be excluded from the Chubb Assets or shall be transferred out of the Transferred Entities (if held by a Transferred Entity) prior to the Closing notwithstanding any other provision of this Agreement, and (ii) the Company agrees to, or agrees to cause its Subsidiaries to, accept and assume all Chubb Liabilities and to thereafter timely pay, discharge and perform in accordance with their terms, which the parties expressly understand and agree shall not include the Carrier Liabilities.

(b) Notwithstanding anything in this Agreement to the contrary, the parties acknowledge and agree that (i) nothing in this Agreement shall prohibit or restrict (A) the transfer of Carrier Assets or Carrier Liabilities prior to, at or after the Closing to any member of the Parent Group, (B) the transfer (by distribution or otherwise) of any cash or cash equivalents prior to the Closing or (C) the making of an entity classification election to treat the Company as an association taxable as a corporation for United States federal income tax purposes or an entity classification election to treat Chubb China Holdings Limited (Hong Kong) as a pass-through entity for United States federal income tax purposes, and (ii) prior to the Closing, subject to the receipt of necessary Third Party Consents and receipt of any necessary approvals from any Governmental Entity, Parent and its Subsidiaries will take actions to implement the structure set forth on Section 5.15 of the Parent Disclosure Schedule (the “Closing Structure” and, such actions, the “Pre-Closing Restructuring”). Parent shall be entitled to modify or amend the steps taken in the Pre-Closing Restructuring to effect the Closing Structure from time to time and shall notify Purchaser of any such modification or amendment as promptly as reasonably practicable and consider Purchaser’s comments in good faith.

(c)

(i) All transfers pursuant to the Pre-Closing Restructuring shall be on an “as-is,” “where-is” basis, without representation or warranty of any kind or nature, and, for the avoidance of doubt, any agreements (the “Pre-Closing Restructuring Agreements” ) to effect the Pre-Closing Restructuring shall not have any effect on the value being given or received by Parent, the Seller or Purchaser, including the allocation of assets and Liabilities as between the Parent Group and the Transferred Entities, all of which shall be determined solely in accordance with this Agreement.

(ii) Without limiting the generality of Section 5.15(c)(i), to the extent that the provisions of a Pre-Closing Restructuring Agreement are inconsistent with, or (except to the extent they implement a transfer in accordance with this Agreement) additional to, the provisions of this Agreement: (A) the provisions of this Agreement shall prevail; and (B) so far as permissible under applicable Law of the relevant jurisdiction, the Parent Group, the Company, and Purchaser shall cause the provisions of the relevant Pre-Closing Restructuring Agreement to be adjusted, to the extent necessary to give effect to the provisions of this Agreement.

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(iii) All claims (including for breach of any warranty, representation, undertaking, covenant or indemnity relating to the transactions contemplated by this Agreement) against the other party or any of its Affiliates in respect of or based upon any of the Pre-Closing Restructuring Agreements, shall be brought in accordance with, and be subject to the provisions, rights and limitations set out in, this Agreement, and no party shall be entitled to recover damages or obtain payment, reimbursement, restitution or indemnity under or pursuant to any Pre-Closing Restructuring Agreements (but without prejudice to the establishment of the existence of the claim hereunder) to the extent inconsistent with this Agreement.

(d) Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall not constitute an agreement to assign or transfer any Chubb Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent of a third party (including any Government Entity), would constitute a breach or other contravention thereof or a violation of Law. If, on the Closing Date, any such consent has not been obtained, or if an attempted transfer or assignment thereof would be ineffective or a violation of Law, the Parent Group and the Company will, subject to Section 5.3, cooperate in a mutually agreeable arrangement (i) under which the Company would, in compliance with Law, obtain the benefits and assume the obligations and bear the economic burdens associated with such Chubb Asset, claim, right or benefit in accordance with this Agreement, including subcontracting, sublicensing or subleasing to a Transferred Entity or (ii) under which the Parent Group would enforce for the benefit (and at the expense) of the Company any and all of the Parent Groups’ rights against a third party associated with such Chubb Asset, claim, right or benefit (collectively, “Third Party Rights”), and the Parent Group would promptly pay to the Company when received all monies received by them under any such Chubb Asset, claim, right or benefit (net of the Parent Group’s expenses incurred in connection with any assignment contemplated by this Section 5.15(d)), and the Transferred Entities would assume the obligations and bear the economic burdens associated therewith.

Section 5.16 R&W Insurance Policy. If Purchaser obtains a representations and warranties insurance policy with respect to the representations and warranties of Parent contained herein (a “R&W Insurance Policy” ), such policy shall include an express subrogation waiver of rights of or via subrogation, contribution or otherwise against Parent and the other members of the Parent Group, and each of their respective past, present or future directors, officers, employees, advisors, agents, managers, attorneys, partners, and managers, except and only to the extent of fraud committed by such Person, with foregoing Persons being express third party beneficiaries of such anti-subrogation provision. For the avoidance of doubt, all costs and expenses of any R&W Insurance Policy shall be borne solely by Purchaser.

Section 5.17 Resignations. Parent shall use its best efforts to deliver any resignations (effective as of the Closing) of, or documentation reasonably satisfactory to Purchaser evidencing the removal of, the directors, managers and officers of the Transferred Entities that are requested by Purchaser no less than twenty (20) Business Days prior to the Closing Date.

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Section 5.18 Business Owned Real Property. From and after the date of this Agreement until the Closing Date, Parent and Seller shall (and shall cause their respective Affiliates and/or Subsidiaries) to undertake commercially reasonable efforts to (a) cause the prospective acquiror of any Business Owned Real Property that is marketed for sale during such period to assume all Liabilities with respect to Environmental Conditions arising at the premises of such Business Owned Real Property in connection with such prospective acquiror’s acquisition of such Business Owned Real Property and (b) obtain a full release and/or waiver from the prospective acquiror, releasing the applicable Transferred Entity that is the seller of such Business Owned Real Property (together with such Transferred Entity’s Affiliates, including all past, current and future equityholders) of all Liability with respect to Environmental Conditions arising at the premises of such Business Owned Real Property. For purposes of this Section 5.18, “commercially reasonable efforts” shall mean efforts consistent with commercial and good business practice and comparable with efforts customarily used by Persons seeking to divest real property assets, including, without limitation, reducing the purchase price with respect to such real property assets to the extent necessary to account for the assignment and assumption of Liabilities with respect to Environmental Conditions. Notwithstanding anything to the contrary herein, any breach by Parent or the Transferred Entities of their obligations under this section shall not constitute a breach of this Agreement for purposes of Article IX or a breach of the conditions precedent set forth in Article VIII.

Section 5.19 Pre-Closing Cost and Revenue Improvement Plan. During the period from the date hereof until the Closing or earlier termination of this Agreement, the parties shall cooperate in good faith with respect to, and shall meet periodically to discuss, the actions and initiatives which comprise, and Parent’s progress with respect to, the Cost Transformation and Digital Transformation as described more fully in the report titled “Project Juno: Vendor Due Diligence; Vol 3: Transformation Initiatives” dated as of June 1, 2021, prepared by Ernst & Young for Parent (“CR Improvement Plan”), including modifications to such plan and any incremental restructuring charges with respect thereto. The parties shall agree upon the respective treatment of any such incremental charges, including with respect to Closing Purchase Price. Parent shall provide Purchaser with reasonable prior opportunity to review and consider, and provide Purchaser’s views to Parent’s management in respect of, the proposed budget for the CR Improvement Plan in respect of the financial year commencing January 1, 2022, prior to the approval of such budget by Parent. Notwithstanding anything to the contrary herein, any breach by Parent or the Transferred Entities of their obligations under this section shall not constitute a breach of this Agreement for purposes of Article IX or a breach of the conditions precedent set forth in Article VIII.

Section 5.20 Transition Services Agreement. Promptly following the execution of this Agreement (and in any event within forty-five (45) days after the date hereof), Parent and Purchaser shall prepare and agree in good faith upon the definitive Schedules (as defined in Exhibit B) to the Transition Services Agreement consistent with the principles set forth in the footnotes included in the form Transition Services Agreement attached as Exhibit B.

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ARTICLE VI

EMPLOYEE MATTERS COVENANTS

Section 6.1 Continuation of Employment. As of the Closing Date, Purchaser shall cause the Company to, and the Company shall, (a) cause each of the Transferred Entities to continue to employ on the Closing Date its respective Transferred Entity Employees, and (b) with respect to each other Business Employee, either (i) continue to employ such other Business Employee, to the extent employment continues by operation of Law, or (ii) offer, or cause its applicable Affiliate to offer, employment to such other Business Employee, to the extent employment does not continue by operation of Law, in all cases, on terms consistent with this Article VI. Each Transferred Entity Employee, each other Business Employee whose employment continues by operation of Law, and each Business Employee who accepts the Company’s or its Affiliate’s offer of employment pursuant to this Section 6.1, shall be referred to herein as a “Transferred Business Employee”. From and after the date hereof until 5:00 p.m., New York time, on the date that is two (2) Business Days prior to the anticipated Closing Date, Purchaser will consider in good faith any proposal by Parent to add additional individuals to the list of individuals in Section 1.1(a)(i) of the Parent Disclosure Schedule or Section 1.1(a)(ii) of the Parent Disclosure Schedule, subject in each case to Purchaser’s and Parent’s mutual agreement.

Section 6.2 Terms and Conditions of Employment.

(a) With respect to each Transferred Business Employee, Purchaser shall cause the Company to, and the Company shall, provide or cause to be provided, for the one (1)-year period commencing on the Closing Date, (i) at least the same wage rate or cash salary level in effect for such Transferred Business Employee immediately prior to the Closing, (ii) employee benefits that are the same or substantially similar in the aggregate (to the Transferred Business Employee) as those in effect with respect to such Transferred Business Employee immediately prior to the Closing, and (iii) equity and non-equity incentive compensation and fringe benefits that are of the same or substantially the same value, in the aggregate, as those in effect with respect to such Transferred Business Employee immediately prior to the Closing save that the Company may choose to make changes to any of the benefits referred to in this Section 6.2(a)(i), (ii) or (iii) so long as the terms provided to any Transferred Business Employee are no worse in aggregate than those to which they were entitled prior to the Closing. Notwithstanding the foregoing, the Company shall not be prohibited by this Section 6.2 or Section 6.1 from terminating the employment of any Transferred Business Employee following the Closing Date. Purchaser shall cause the Company and its Affiliates to, and the Company and its Affiliates shall, in addition to meeting the applicable requirements of this Article VI, comply with any additional obligations or standards arising under applicable Laws or Contracts governing the terms and conditions of employment or termination of employment of the Transferred Business Employees.

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(b) In addition, and without limiting the application of Section 6.2(a), in the event that the Company and its Affiliates fail to provide to any Transferred Business Employee the terms and conditions of employment required under applicable Law or Contracts, and such failure results in any obligation, contingent or otherwise, of any member of the Parent Group to pay any severance or other compensation payments or benefits to any Transferred Business Employee, or any additional Liability incurred by any member of the Parent Group in connection therewith, Purchaser shall cause the Company to, and the Company shall, and shall cause its Affiliates to, reimburse and otherwise indemnify and hold harmless any member of the Parent Group for all such severance and other compensation and benefits and additional Liabilities. Notwithstanding the foregoing, for the one (1)-year period commencing on the Closing Date, Purchaser shall, or shall cause the Company or their respective Affiliates to, provide each Transferred Business Employee who suffers a termination of employment under circumstances that would have given the Transferred Business Employee a right to severance payments and benefits under Parent’s or an Affiliate’s severance policy in effect immediately prior to the Closing Date (the “Parent Severance Policy”) with severance payments and benefits no less favorable than those that would have been provided to such Transferred Business Employee under the Parent Severance Policy.

(c) With respect to each outstanding annual restricted stock unit award and other annual equity award relating to common stock of Parent and any other cash-based award that is outstanding as of the date hereof and held by a Transferred Business Employee as of immediately prior to the Closing (each, a “Parent LTIP Award”), Parent shall take such actions as are necessary so that upon the Closing, (i) a pro-rated portion of each such Parent LTIP Award shall vest (at target for any performance based equity award) and such vested pro-rated portion of the Parent LTIP Award shall be settled in common stock of Parent or cash and (ii) the remaining portion of each such Parent LTIP Award (each, an “Unvested Parent LTIP Award”) shall be cancelled for no consideration. The pro-ration of any time-based vesting Parent LTIP Award shall to be determined by dividing the number of days in the applicable vesting period elapsed through the Closing Date by the total number of days in such vesting period. The pro-ration of any performance-based vesting Parent LTIP Award shall be determined by dividing the number of days in the applicable performance period elapsed through the Closing Date by the total number of days in such performance period (a “Pro-rated Performance Award”). Purchaser agrees to grant to each Transferred Business Employee who holds an Unvested Parent LTIP Award a similar award to the corresponding Unvested Parent LTIP Awards (a “New LTIP Award”), with the number of underlying equity-based awards subject to a New LTIP Award calculated by multiplying the number of shares of common stock of Parent that were subject to the corresponding Unvested Parent LTIP Award by a fraction, the numerator of which is the closing price per share of common stock of Parent as of the last Business Day before the Closing Date and the denominator of which is the closing price per share of common stock of Purchaser as of the last Business Day before the Closing Date. The New LTIP Awards shall be subject to vesting and other terms and conditions that are substantially similar to the corresponding Unvested Parent LTIP Awards.

Section 6.3 Service Credit. As of and after the Closing, Purchaser shall cause the Company to, and the Company shall, or shall cause the applicable Transferred Entity to, give each Transferred Business Employee full credit for all purposes under (i) any Transferred Entity Benefit Plans, (ii) each other employee benefit plan, policy or arrangement, and (iii) any other service-based or seniority-based entitlement, in each case maintained or made available for the benefit of Transferred Business Employees as of and after the Closing by the Company or any of

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its Affiliates, for such Transferred Business Employee’s service prior to the Closing with Parent and its applicable Affiliates (including the Transferred Entities) and their respective predecessors, to the same extent such service is recognized by Parent and its applicable Affiliates (including the Transferred Entities) immediately prior to the Closing; provided, that such credit shall not be given to the extent that it would result in a duplication of benefits for the same period of service.

Section 6.4 Health Coverages. Purchaser shall cause the Company to, and the Company shall, cause each Transferred Business Employee (and his or her eligible dependents) to be covered by a group health plan or plans that (a) comply with the provisions of Section 6.2(a), (b) do not limit or exclude coverage on the basis of any pre-existing condition of such Transferred Business Employee or dependent (other than any limitation already in effect under the corresponding group health Seller Benefit Plan or Transferred Entity Benefit Plan) or on the basis of any other exclusion or waiting period not in effect under the applicable group health Seller Benefit Plan or Transferred Entity Benefit Plan, and (c) to the extent that such plans are the Company group health plans in which such Transferred Business Employee becomes eligible to participate for the first time following the Closing, provide such Transferred Business Employee full credit, for the first year of eligibility, for any deductible, co-payment or out-of-pocket expenses already incurred by the Transferred Business Employee under the applicable group health Seller Benefit Plan or Transferred Entity Benefit Plan during such year for purposes of any deductible, co-payment or maximum out-of-pocket expense provisions, as applicable, of such Company group health plans.

Section 6.5 Accrued Vacation, Sick Leave and Personal Time. Purchaser will cause the Company to, and the Company will, recognize and assume all Liabilities with respect to accrued but unused vacation time for all Transferred Business Employees (including, without limitation, any Liabilities to Transferred Business Employees for payments in respect of earned but unused vacation time that arise as a result of the transfer of employment contemplated by this Article VI). Purchaser shall cause the Company to, and the Company shall, promptly (and, in any event, within ten (10) Business Days following the later of the Closing Date and the date of the applicable payment) reimburse Parent or its applicable Affiliates for any payments made by them to any Transferred Business Employees in respect of earned but unused vacation time that become due as a result of the transfer of employment contemplated by this Article VI. Purchaser shall cause the Company to, and the Company shall, allow Transferred Business Employees to use the vacation, sick leave and personal time recognized or established in accordance with the first sentence of this Section 6.5 in accordance with the terms of the Parent Group programs in effect immediately prior to the Closing Date (in addition to, and not in lieu of, any vacation accrued under the applicable vacation plans or policies of the Company or its Affiliates on or following the Closing).

Section 6.6 Cash Incentive Compensation. Purchaser shall cause the Company to, and the Company shall, assume all Liability for any cash incentive compensation (including sales commissions) payable under any Benefit Plan in respect of the calendar year in which the Closing occurs (or any portion thereof) to Transferred Business Employees in connection with their services to the Business (the “Cash Incentive Compensation”) and the Parent Group shall not have any Liability for the Cash Incentive Compensation. All Cash Incentive Compensation shall be governed by plans, programs or arrangements maintained by the Company and its

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Affiliates (including the Transferred Entities) in their discretion, subject to the Company’s obligations under Section 6.2(a); provided that the amount of Cash Incentive Compensation actually paid by the Company and its Affiliates (including the Transferred Entities) to Business Employees shall be not less than the accrued amount of Cash Incentive Compensation included in the Working Capital. If the Closing occurs prior to the date on which the Company pays Cash Incentive Compensation for any open performance period, then Purchaser shall cause the Company to, and the Company shall, pay the applicable Cash Incentive Compensation to each Transferred Business Employee who is otherwise eligible to receive it for such open performance period; provided that Cash Incentive Compensation payments shall be (a) based on the Cash Incentive Compensation plan and targets in effect as of immediately prior to the Closing and consistent with the accruals set forth on the Closing Statement, (b) determined reasonably and in good faith by the Company in the ordinary course of business and (c) paid by the Company at the same time that such Cash Incentive Compensation is typically paid in the ordinary course of business.

Section 6.7 Collective Bargaining Agreements. Except as set forth in Section 6.7 of the Parent Disclosure Schedule, each of Purchaser and the Company agrees that as of and following the Closing Date, the Company shall recognize the unions and works councils that are signatories to the collective bargaining or other labor Contracts covering Transferred Business Employees as the representatives of the Transferred Business Employees of the bargaining units described therein.

Section 6.8 Labor Consultations. Following the date of this Agreement, Parent shall (and shall cause its Affiliates to), Purchaser shall (and shall cause its Affiliates to), and the Company shall (and shall cause its Affiliates to), cooperate and use good faith efforts in carrying out applicable notifications to, and consultations, discussions or negotiations with, applicable unions, works councils or other employee representative groups in connection with the transactions contemplated by this Agreement. In particular, Purchaser agrees (a) to provide all information and assistance that the applicable consultation body may reasonably request (which may be provided subject to confidentiality obligations and/or constraints), (b) to answer all questions raised by the applicable consultation body relating to the transactions envisaged by this Agreement, and (c) attend meetings with all applicable consultation body if requested to do so by Parent.

Section 6.9 Seller Benefit Plans; Transferred Entity Benefit Plans. Except as otherwise expressly provided in this Article VI, the Company shall not assume any obligations under, or Liabilities with respect to, or receive any right or interest in any trusts relating to, any assets of or any insurance, administration or other contracts, or related obligations pertaining to, any Seller Benefit Plan. For the avoidance of doubt, as of the Closing, the Company and its Affiliates shall assume, or shall cause the Transferred Entities to assume or retain, as the case may be, sponsorship of, and all Liabilities and other obligations with respect to, the Transferred Entity Benefit Plans. Without prejudice to the generality of the preceding sentences of this Section 6.9, following the Closing the Parent and the Seller shall co-operate with and assist the Company in complying with all obligations of the Company to operate tax withholding in a timely manner in relation to awards under the Seller Benefit Plans after the Closing, including but not limited to (i) operating any ‘net issuance’ or ‘sell-to-cover’ arrangements which the Parent might operate in relation to such awards and (ii) providing the Company with all

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information required to enable to the Company to comply with any tax withholding obligations it may have in relation to such awards. Parent shall remain liable for any amounts of employer social security contributions (including but not limited to secondary Class 1 National Insurance contributions) arising in relation to awards under Seller Benefit Plans which were granted before Closing but where settlement of such awards occurs after Closing, and shall reimburse the Company for the amounts of any such employer social security contributions for which the Company is obliged to account to any revenue or similar authority in any jurisdiction.

Section 6.10 No Third Party Beneficiaries. Without limiting the generality of Section 11.5, nothing in this Agreement is intended to or shall (a) be treated as an amendment to, or be construed as amending, any Seller Benefit Plan, Transferred Entity Benefit Plan or other benefit plan, program or agreement sponsored, maintained or contributed to by the Seller, any Transferred Entity, the Company or any of their respective Affiliates, (b) prevent the Company or its Affiliates from terminating any Transferred Entity Benefit Plan or any other benefit plan in accordance with its terms, subject to Section 6.2(a) above, (c) prevent the Company or its Affiliates, on or after the Closing Date, from terminating the employment of any Business Employee, or (d) confer any rights or remedies (including third-party beneficiary rights) on any current or former director, employee, consultant or independent contractor of the Seller, any Transferred Entity or any of their respective Affiliates or any beneficiary or dependent thereof or any other Person.

Section 6.11 Privacy Matters

(a) Each Disclosing Party acknowledges and confirms that the disclosure of Transferred Information is necessary for the purposes of determining if the parties shall proceed with the transactions contemplated herein, and that the disclosure of Transferred Information relates solely to the carrying on of the Business and the completion of the transactions contemplated herein.

(b) Each Disclosing Party covenants and agrees to, upon request, use reasonable efforts to advise the Recipient of all documented purposes for which the Transferred Information was initially collected from or in respect of the individual to which such Transferred Information relates and all additional documented purposes where the Disclosing Party has notified the individual of such additional purpose, and where required by Laws, obtained the consent of such individual to such use or disclosure.

(c) In addition to its other obligations hereunder, Recipient covenants and agrees to: (i) prior to the completion of the transactions contemplated herein, collect, use and disclose the Transferred Information solely for the purpose of reviewing and completing the transactions contemplated herein, including for the purpose of determining to complete such transactions; (ii) after the completion of the transactions contemplated herein, collect, use and disclose the Transferred Information only for those purposes for which the Transferred Information was initially collected from or in respect of the individual to which such Transferred Information relates or for the completion of the transactions contemplated herein, unless (A) the Disclosing Party or Recipient have first notified such individual of such additional purpose, and where required by Laws, obtained the consent of such individual to such additional purpose, or (B) such use or disclosure is permitted or authorized by Laws, without notice to, or consent from,

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such individual; (iii) where required by Laws, promptly notify the individuals to whom the Transferred Information relates that the transactions contemplated herein have taken place and that the Transferred Information has been disclosed to Recipient; (iv) return or destroy the Transferred Information, at the option of the Disclosing Party, should the transactions contemplated herein not be completed; and (v) notwithstanding any other provision herein, where the disclosure or transfer of Transferred Information to Recipient requires the consent of, or the provision of notice to, the individual to which such Transferred Information relates, to not require or accept the disclosure or transfer of such Transferred Information until the Disclosing Party has first notified such individual of such disclosure or transfer and the purpose for same, and where required by Laws, obtained the individual’s consent to same and to only collect, use and disclose such information to the extent necessary to complete the transactions contemplated herein and as authorized or permitted by Laws.

(d) Recipient shall at all times keep strictly confidential all Transferred Information provided to it, and shall instruct those employees or advisors responsible for processing such Transferred Information to protect the confidentiality of such information in a manner consistent with the Recipient’s obligations hereunder and according to applicable Laws.

(e) Recipient shall ensure that access to the Transferred Information shall be restricted to those employees or advisors of the respective Recipient who have a bona fide need to access such information in order to complete the transactions contemplated herein.

Section 6.12 Subject Jurisdiction Put Option.

(a) Purchaser hereby irrevocably offers to purchase, and grants Seller the right to sell to Purchaser, the Subject Jurisdiction Business on the terms set forth in this Section 6.12 (the “Subject Jurisdiction Put Option”). Notwithstanding any other provision of this Agreement, to the extent necessary to comply with applicable Law, this Agreement shall not constitute a binding agreement with respect to the Subject Jurisdiction Business until the Subject Jurisdiction Put Option with respect to such Subject Jurisdiction Business is exercised.

(b) In the event that the Subject Jurisdiction Put Option is exercised with respect to any Subject Jurisdiction Business on or prior to Closing, this Section 6.12 shall terminate and shall cease to have effect with respect to such Subject Jurisdiction Business.

(c) In the event that the Subject Jurisdiction Put Option is not exercised on or prior to Closing and on or prior to Closing the condition referred to in Section 8.3(d) with respect to any Subject Jurisdiction Business has been waived:

(i) Section 5.15(a) shall not apply to such Subject Jurisdiction Business, and without limiting the foregoing, the term “Chubb Assets” shall be deemed to exclude the applicable Subject Jurisdiction Chubb Assets, the term “Chubb Liabilities” shall be deemed to exclude the applicable Subject Jurisdiction Chubb Liabilities, and the term “Transferred Business Employees” shall be deemed to exclude the applicable Subject Jurisdiction Employees, and the Subject Jurisdiction Chubb Assets shall not be transferred to the Company (or any of its Subsidiaries) and the Subject Jurisdiction Chubb Liabilities shall not be assumed by the Company (or any of its Subsidiaries) and the Subject Jurisdiction Transferred Entities shall not be Subsidiaries of the Company; and

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(ii) the Base Purchase Price shall be reduced by an amount equal to the Subject Jurisdiction Purchase Price (as defined below) in respect of each Subject Jurisdiction Business, in each case as set forth on Section 6.12(d)(i) of the Parent Disclosure Schedule.

(d) Subject Jurisdiction Put Option Terms.

(i) Upon exercise by Parent of any Subject Jurisdiction Put Option, the Company hereby promises and undertakes to accept (or cause its Subsidiaries to accept) from Parent or its Affiliates all (and not a portion) of the Subject Jurisdiction Chubb Assets and Subject Jurisdiction Chubb Liabilities in accordance with and subject to the terms and conditions specified in this Agreement, it being understood that, for the sake of clarity, if a Subject Jurisdiction Put Option is exercised prior to Closing, the applicable Subject Jurisdiction Chubb Assets and Subject Jurisdiction Chubb Liabilities shall be included in the Chubb Assets and Chubb Liabilities, and the Subject Jurisdiction Transferred Entities shall be Subsidiaries of the Company immediately prior to Closing, and the purchase price for the applicable Subject Jurisdiction Chubb Assets and Subject Jurisdiction Chubb Liabilities shall be included in the computation of the Closing Purchase Price. Notwithstanding anything to the contrary in this Agreement, unless and until Parent has exercised the Subject Jurisdiction Put Option in respect of any Subject Jurisdiction Business, the Subject Jurisdiction Transferred Entities, the Subject Jurisdiction Chubb Assets, and the Subject Jurisdiction Chubb Liabilities with respect to such Subject Jurisdiction Business will not be considered Transferred Entities, Chubb Assets, or Chubb Liabilities, respectively, and, if no such Subject Jurisdiction Put Option is exercised prior to the Closing, the Base Purchase Price shall be reduced by an amount to be agreed in good faith between the parties with respect to such Subject Jurisdiction Business (all such amounts, collectively, the “Subject Jurisdiction Purchase Price”). Subject to Parent’s exercise of the Subject Jurisdiction Put Option with respect to any Subject Jurisdiction Business, following the completion of the consultation process described in this Section 6.12, and upon delivery to Purchaser of executed Subject Jurisdiction Transfer Agreements with respect to such Subject Jurisdiction Business, this Agreement shall apply to the Subject Jurisdiction Transferred Entities, the Subject Jurisdiction Chubb Assets, and the Subject Jurisdiction Chubb Liabilities which relate to such Subject Jurisdiction Business, and such Subject Jurisdiction Transferred Entities, Subject Jurisdiction Chubb Assets, and Subject Jurisdiction Chubb Liabilities shall be included in the Transferred Entities, Chubb Assets, and Chubb Liabilities, respectively, at the Closing. If the consummation of the transfer of any Subject Jurisdiction Transferred Entities and/or Subject Jurisdiction Chubb Assets and the assumption of any Subject Jurisdiction Chubb Liabilities with respect to any Subject Jurisdiction Business (each, a “Subject Jurisdiction Closing”) occurs after the Closing, at the Subject Jurisdiction Closing, Purchaser shall deliver, or cause to be delivered, the Subject Jurisdiction Purchase Price with respect to such transferred Subject Jurisdiction Business, in each case as set forth on Section 6.12(d)(i) of the Parent Disclosure Schedule, to Seller or its designee(s) by wire transfer of immediately available funds to an account designated in writing by Seller and the Subject Jurisdiction Transfer Agreements relating to such transferred Subject Jurisdiction Transferred Entities, Subject Jurisdiction Chubb Assets and Subject Jurisdiction Chubb Liabilities.

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(ii) Parent hereby accepts the benefit of the Subject Jurisdiction Put Option and may, at its own discretion and option, elect to exercise the Subject Jurisdiction Put Option in accordance with the procedures set forth herein, without having Parent being committed to transfer to the Company any Subject Jurisdiction Business. Parent shall only be entitled to exercise the Subject Jurisdiction Put Option for all (and not a portion) of the Subject Jurisdiction Chubb Assets and Subject Jurisdiction Chubb Liabilities relating to a particular Subject Jurisdiction Business.

(iii) The Subject Jurisdiction Put Option will enter into force at the date hereof.

(iv) The Subject Jurisdiction Put Option may be exercised by Parent with respect to any particular Subject Jurisdiction Business at any time after the date upon which all of the information and consultation processes of the applicable Works Councils with respect to such Subject Jurisdiction Business have been completed in accordance with the applicable Laws, until the Expiry Date, by sending to the Company a notice.

(v) If Parent has not exercised the Subject Jurisdiction Put Option with respect to any Subject Jurisdiction Business on or before the Expiry Date, then the Subject Jurisdiction Put Option with respect to such Subject Jurisdiction Business shall automatically lapse, without any action on the part of either party.

(vi) In furtherance of, and without limiting any of the obligations of any of the parties pursuant to Section 6.8, Parent will cause its Affiliates, and Purchaser will cooperate with Parent and its Affiliates, to, as soon as reasonably practicable, and to the extent necessary to comply with applicable Law, (A) initiate the information and consultation processes of the relevant employee representative bodies required under applicable Laws in the Subject Jurisdictions (collectively, the “Works Councils”) in connection with the Subject Jurisdiction Businesses and (B) use their reasonable best efforts to pursue diligently such procedures in accordance with applicable Laws and to obtain the delivery of the Works Councils’ opinions as soon as possible.

(vii) The parties shall keep each other promptly and regularly informed of the status of each these processes and provide to the other party a copy of the opinions of the Works Councils (to the extent available) as soon as possible after obtaining such opinions.

(viii) The Subject Jurisdiction Put Option with respect to any Subject Jurisdiction Business shall automatically terminate on the earlier of (A) the Outside Date and (B) the date that is sixty (60) Business Days either (i) after the date of the meeting during which, following its information and consultation in accordance with applicable Law, the last applicable Works Council will have delivered its express final opinion in connection with the Sale and any other transactions contemplated by this Agreement, as the case may be, or, (ii) in the absence of any express final opinion, the date upon which the last applicable Works Council is deemed to have issued a negative opinion under applicable Law (the “Expiry Date”), unless the Subject Jurisdiction Put Option is exercised with respect to such Subject Jurisdiction Business on or prior to such date.

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(ix) Within three (3) Business Days following the end of the last applicable consultation procedure described above, the Parent shall notify the Purchaser of the end of the said procedure, such notice being accompanied, where appropriate, by a copy of the final opinion(s) issued by the relevant Works Council(s).

(x) The parties further acknowledge and agree that (A) all actions and documents relating to the transfer of the Subject Jurisdiction Transferred Entities, the Subject Jurisdiction Chubb Assets, and the Subject Jurisdiction Chubb Liabilities with respect to any Subject Jurisdiction Business (including, for the avoidance of doubt, any Subject Jurisdiction Transfer Agreements relating thereto) shall not be required to be taken or delivered at the Closing but only at the applicable Subject Jurisdiction Closing and (B) all items taken into account in the Target Working Capital Amount, Cash and Indebtedness (collectively, the “Closing Date Inputs”) in accordance with this Agreement shall not be adjusted to reflect the exclusion of any Subject Jurisdiction Transferred Entities, Subject Jurisdiction Chubb Assets, and Subject Jurisdiction Chubb Liabilities with respect to a particular Subject Jurisdiction Business at the Closing but shall be reflected as if the Subject Jurisdiction Closing shall have occurred at the Closing; provided, that if no Subject Jurisdiction Put Option is exercised prior to the Expiry Date, the Closing Date Inputs shall be adjusted to reflect the exclusion of all Subject Jurisdiction Transferred Entities, Subject Jurisdiction Chubb Assets, and Subject Jurisdiction Chubb Liabilities.

(e) To the extent Subject Jurisdiction Law requires observance of specified formalities or procedures to legally effect a transfer of the Subject Jurisdiction Transferred Entities or the Subject Jurisdiction Chubb Assets, or the assumption of the applicable Subject Jurisdiction Chubb Liabilities, such transfer or assumption shall be effected pursuant to customary, short-form acquisition agreements and/or stock transfer instruments (collectively, the “Subject Jurisdiction Transfer Agreements”) or such other acquisition agreements and/or stock transfer instruments as Parent and Purchaser may mutually agree. Each Subject Jurisdiction Transfer Agreement shall be consistent with the terms of this Agreement, except to the extent modifications to such Subject Jurisdiction Transfer Agreement are required by applicable Law of the Subject Jurisdiction (including all employment Laws applicable to the transactions contemplated hereby) in order to consummate the transactions contemplated by this Agreement. Where such modifications are required, the parties hereto covenant and agree to give effect to the intent and terms hereof to the fullest extent permissible by Law (and that any claims for breach under any Subject Jurisdiction Transfer Agreement shall be brought under Article X of this Agreement and each party hereto agrees not to, and to cause its Subsidiaries and their respective successors and assigns not to, bring any claims or other Action under, arising out of or relating to such Subject Jurisdiction Transfer Agreement against the other parties to such Subject Jurisdiction Transfer Agreement). The parties covenant and agree to ensure that any Subject Jurisdiction Transfer Agreements are notarized and any relevant signatures to the Subject Jurisdiction Transfer Agreements are notarized and/or apostilled where required, pursuant to applicable Law in the Subject Jurisdiction, to effect the legal transfer of the applicable Subject Jurisdiction Transferred Entities or Subject Jurisdiction Chubb Assets or the assumption of the applicable Subject Jurisdiction Chubb Liabilities. Each Subject Jurisdiction Transfer Agreement shall (a) shall serve purely to effect the legal transfer of the applicable Subject Jurisdiction Transferred Entities or the Subject Jurisdiction Chubb Assets or the assumption of the applicable Subject Jurisdiction Chubb Liabilities and (b) shall not have any effect on the value being given

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or received by Purchaser and Seller, or the terms and conditions of the transactions contemplated hereby, including the allocation of assets and Liabilities as among them, all of which shall be determined by this Agreement, or in any way modify, amend, or constitute a waiver of, any provision of this Agreement or any other Ancillary Agreement. For the avoidance of doubt, no Subject Jurisdiction Transfer Agreement shall contain any representations, warranties or covenants other than those either (i) required by Law in the Subject Jurisdiction to transfer the applicable Subject Jurisdiction Transferred Entities or Subject Jurisdiction Chubb Assets or the assumption of the applicable Subject Jurisdiction Chubb Assets Liabilities or (ii) mutually agreed upon by the Parent and Purchaser in their sole discretion. Without prejudice to the preceding sentence, each of the parties hereto agrees that if, as a result of the applicable employee information and/or consultation processes in respect of the Subject Jurisdiction Businesses, changes to the Subject Jurisdiction Transfer Agreements are considered reasonably necessary by the parties, the parties shall negotiate in good faith on such amendments (if any) as are reasonably appropriate.

Section 6.13 Financing Cooperation. Prior to the Closing, Parent shall use reasonable best efforts to provide to Purchaser all reasonable cooperation reasonably requested by Purchaser that is necessary in connection with any debt or equity financing sought by Purchaser in connection with the transactions contemplated by this Agreement (the “Financing”), including (x) using reasonable best efforts to (a) participate, at reasonable times and upon reasonable notice, in a reasonable number of meetings (including customary meetings with the parties acting as lead arrangers or agents for, and prospective lenders and/or purchasers of debt or equity securities), presentations, road shows, due diligence sessions, drafting sessions and sessions with rating agencies in connection with the Financing, (b) assist Purchaser and its Financing Sources in the preparation of customary offering memoranda, bank information memoranda, rating agency presentations and lender presentations relating to the Financing, (c) cooperate with the marketing efforts of Purchaser and its Financing Sources for all or any portion of the Financing, (d) provide and execute documents as may be reasonably requested by Purchaser or its Financing Sources, (e) execute and deliver any pledge and security documents and otherwise facilitate the pledging of collateral, and (f) provide such information about powers of attorney executed on behalf of the Transferred Entities as may be reasonably requested by Purchaser or its Financing Sources, and (y) using commercially reasonable efforts to assist in obtaining accountant’s comfort letters and legal opinions reasonably requested by Purchaser and customary for financings similar to any Financing; provided, however, that, (i) irrespective of the above, no obligation of Parent, Seller or any of their respective Affiliates under any certificate, document or instrument shall be effective until the Closing and none of Parent, Seller or any of their respective Affiliates shall be required to take or commit to take any action under any certificate, document or instrument that is not contingent upon the Closing (including the entry into any agreement that is effective before the Closing) or that would be effective prior to the Closing, (ii) nothing herein shall require such cooperation to the extent it would interfere unreasonably with the business or operations of Parent, Seller or their respective Affiliates (including, without limitation, the Transferred Entities) or encumber any assets of such Persons, (iii) none of Parent, Seller or their respective Affiliates shall be required to issue any offering or information document, (iv) none of Parent, Seller or any of their respective Affiliates shall be required to take or permit the taking of any action pursuant to this Section 6.13 that would (A) cause any director, officer, employee or stockholder of Parent or any of its Affiliates to incur any personal liability, (B) conflict with the organizational documents of Parent or any of its Affiliates or any Laws, or

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(C) reasonably be expected to result in a material violation or breach of, or a default (with or without notice, lapse of time, or both) under, any Contract to which Parent or any of its Affiliates is a party, (v) none of Parent, Seller or any of their respective Affiliates shall be required to provide access to or disclose information that Parent or any of its Affiliates determines would jeopardize any attorney-client privilege of Parent or any of its Affiliates, and (vi) none of Parent, Seller or any of their respective Affiliates shall be required to provide or prepare any financial statements or information that constitute Excluded Information or that are not available to it and prepared in the ordinary course of its financial reporting practice. Nothing contained in Section 6.13 or otherwise shall require Parent or any of its Affiliates, prior to the Closing, to be an issuer or other obligor with respect to the Financing. For the avoidance of doubt, the parties hereto acknowledge and agree that the provisions contained in Section 6.13 represent the sole obligation of Parent and its Subsidiaries with respect to cooperation in connection with the arrangement of any financing (including the Financing) to be obtained by Purchaser with respect to the transactions contemplated by this Agreement and the Ancillary Agreements, and no other provision of this Agreement (including the Exhibits and Schedules hereto) or the Ancillary Agreements shall be deemed to expand or modify such obligations. In no event shall the receipt or availability of any funds or financing (including, for the avoidance of doubt, the Financing) by Purchaser or any of its Affiliates or any other financing or other transactions be a condition to any of Purchaser’s obligations under this Agreement. Notwithstanding anything to the contrary herein, any breach by Parent or the Transferred Entities of their obligations under Section 6.13 shall not constitute a breach of this Agreement for purposes of Article IX or a breach of the conditions precedent set forth in Article VIII. None of Parent, Seller or any of their respective Affiliates shall be required to bear any cost or expense or to pay any commitment or other similar fee or make any other payment (unless such payment is promptly reimbursed by Purchaser) or incur any other liability in connection with the Financing or any of the foregoing prior to the Closing. Purchaser shall indemnify and hold harmless Parent, Seller and their respective Affiliates and their respective Representatives from and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them in connection with the arrangement of the Financing (including any action taken in accordance with this Section 6.13) and any information utilized in connection therewith (other than historical information relating to Parent, Seller or their respective Subsidiaries provided by Parent in writing specifically for use in the Financing offering documents). Purchaser shall, promptly upon request by Parent, reimburse Parent for all documented and reasonable out-of-pocket costs (including reasonable fees and expenses of outside counsel and other advisors) incurred by Parent or its Affiliates in connection with this Section 6.13 including, for the avoidance of doubt, all out-of-pocket fees incurred by Parent and its Subsidiaries in connection with the preparation and delivery of any financial information provided pursuant to this section that is not readily available to Parent in the ordinary course of business. Parent hereby consents to the use of its and its Subsidiaries’ logos in connection with the Financing; provided that such logos shall be used solely in a manner customary for such financing transactions and in a manner that is not intended or reasonably likely to harm, disparage or otherwise adversely affect Parent, Seller or any of their respective Subsidiaries.

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ARTICLE VII

TAX MATTERS

Section 7.1 Tax Returns.

(a) Parent shall prepare or shall cause to be prepared and timely file or cause to be timely filed in the required form any combined, consolidated or unitary Tax Return that includes any member of the Parent Group, on the one hand, and any of the Transferred Entities, on the other hand (a “Combined Tax Return”). Purchaser shall not amend or revoke, and shall not cause or permit to be amended or revoked, any Combined Tax Return (or any notification or election relating thereto) without the prior consent of Parent.

(b) Notwithstanding anything to the contrary in this Agreement, no member of the Parent Group shall be required to provide any Person with any Tax Return or copy of any Tax Return of (i) Parent or any other member of the Parent Group or (ii) a consolidated, combined, affiliated or unitary group that includes any member of the Parent Group (including any Combined Tax Return).

Section 7.2 Tax Contests.

(a) If any taxing authority asserts a Tax Claim for which the non-recipient is liable, then the party to this Agreement first receiving notice of such Tax Claim promptly shall provide written notice thereof to the other party or parties to this Agreement. Such notice shall specify in reasonable detail the basis for such Tax Claim and shall include a copy of the relevant portion of any correspondence received from the taxing authority.

(b) In the case of a Tax Proceeding of or with respect to any Transferred Entity for any taxable period ending on or before the Closing Date, Purchaser shall have the exclusive right to control such Tax Proceeding; provided, however, that (i) Parent shall have the right to participate in such Tax Proceedings and attend any meetings or conferences with the relevant taxing authority at its own expense and (ii) Purchaser shall not settle, compromise or abandon any such Tax Proceeding without obtaining the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed) if such Tax Proceeding is reasonably expected to result in an indemnification obligation for Pre-Closing Restructuring Taxes or to have a material impact on the Tax Returns of (x) Parent or any other member of the Parent Group or (y) a consolidated, combined or unitary group that includes any member of the Parent Group (including any Combined Tax Return).

(c) Notwithstanding anything to the contrary in this Agreement, Parent shall have the exclusive right to control in all respects, and neither Purchaser nor any of its Affiliates shall be entitled to participate in, any Tax Proceeding with respect to (i) any Tax Return of Parent or a member of the Parent Group; and (ii) any Tax Return of a consolidated, combined or unitary group that includes any member of the Parent Group (including any Combined Tax Return).

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Section 7.3 Cooperation and Exchange of Information.

(a) Each party to this Agreement agrees that not more than sixty (60) days after the receipt of a request from another party hereto, such party shall, and shall cause its Affiliates to, provide to the requesting party a package of Tax information materials, including schedules and work papers, requested by the requesting party to enable the requesting party to prepare and file all Tax Returns required to be prepared and filed by it with respect to the Transferred Entities. The party providing such information shall prepare such package completely and accurately, in good faith and in a manner consistent with Parent’s past practice.

(b) Each party to this Agreement shall, and shall cause its Affiliates to, provide to the other party to this Agreement such cooperation, documentation and information as either of them reasonably may request in (i) filing any Tax Return, amended Tax Return or claim for refund, (ii) determining a liability for Taxes, (iii) conducting any Tax Proceeding, or (iv) engaging in Tax planning or structuring after the Closing in connection with the Transferred Entities, the Business or the transactions contemplated by this Agreement, including planning, structuring or other actions intended to minimize Taxes relating to the Pre-Closing Restructuring. Such cooperation and information shall include providing necessary powers of attorney, copies of all relevant portions of relevant Tax Returns or Combined Tax Returns, together with all relevant portions of relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by taxing authorities and relevant records concerning the ownership and Tax basis of property and other information, which any such party may possess. Each party shall make its employees reasonably available on a mutually convenient basis at its cost to provide an explanation of any documents or information so provided.

(c) Each party shall retain all Tax Returns (including but not limited to Combined Tax Returns), schedules and work papers, and all material records and other documents relating to Tax matters, of the relevant entities for their respective Tax periods ending on or prior to the Closing Date until the expiration of the statute of limitations for the Tax periods to which the Tax Returns and other documents relate.

Section 7.4 Tax Sharing Agreements. On or before the Closing Date, the rights and obligations of the Transferred Entities pursuant to all Tax sharing agreements or arrangements (other than this Agreement), if any, to which any of the Transferred Entities, on the one hand, and any member of the Parent Group, on the other hand, are parties, shall terminate, and neither any member of the Parent Group, on the one hand, nor any of the Transferred Entities, on the other hand, shall have any rights or obligations to each other after the Closing in respect of such agreements or arrangements.

Section 7.5 Tax Treatment of Payments. Except to the extent otherwise required pursuant to a “determination” (within the meaning of Section 1313(a) of the Code or any similar provision of state, local or foreign Law), Parent, Purchaser, the Transferred Entities and their respective Affiliates shall treat any and all payments under this Article VII, Section 2.7, or Section 6.2(b), or under any indemnity, compensation or reimbursement provision, as an adjustment to the purchase price for U.S. Tax purposes and, to the extent permitted by applicable Law, non-U.S. Tax purposes.

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Section 7.6 Certain Tax Elections. Purchaser shall make, and shall cause its Affiliates (including the other Transferred Entities) to make an election under Section 338 of the Code (or any comparable election under state, local or foreign Law) (“Section 338(g) Elections”) with respect to the acquisition of a Transferred Entity in respect of which Purchaser shall have given Parent prior written notice within ninety (90) days after the Closing. Purchaser shall not make, and shall cause its Affiliates (including the other Transferred Entities) not to make (i) any Section 338(g) Elections other than Section 338(g) Elections pursuant to the preceding sentence or (ii) any election with respect to any Transferred Entity (including any entity classification election pursuant to Treasury Regulations Section 301.7701-3), which election would be effective on or prior to the Closing Date. Subject to the 338(g) Elections, at the request of Parent, Purchaser agrees to make the election under Treasury Regulations Section 1.245A-5(e)(3)(i) to close the taxable years of the Transferred Entities with respect to which an extraordinary reduction occurs as a result of the transactions as of the end of the day on the Closing Date. This Section 7.6 is intended to satisfy the requirement for a binding agreement under Treasury Regulations Section 1.245A-5(e)(3)(i)(C)(2) with respect to each such Transferred Entity.

Section 7.7 Additional Post-Closing Tax Covenant. With respect to any of the Transferred Entities that is characterized as a foreign corporation for U.S. federal income Tax purposes, from the date of the Closing through the end of the taxable period of such entity that includes the Closing Date, Purchaser shall not, and shall cause its Affiliates (including the Transferred Entities) not to (a) take any action outside the ordinary course of business that could reasonably be expected to increase Parent’s (or any Affiliate of Parent’s) pro rata share of amounts determined under Section 951(a)(1) or 951A(a) of the Code or (b)enter into any extraordinary transaction with respect to such Transferred Entities or otherwise take any action or enter into any transaction that would be considered under the Code to constitute the payment of an actual or deemed dividend by such Transferred Entity, including pursuant to Section 304 of the Code, or that would otherwise result in a diminution of foreign tax credits that, absent such transaction, may be claimed by Parent or any of its Affiliates.

Section 7.8 Transfer Taxes. Notwithstanding anything to the contrary in this Agreement, except for Transfer Taxes relating to or with respect to the Pre-Closing Restructuring, Purchaser shall pay, when due, and be responsible for, any Transfer Taxes. All Transfer Taxes relating or with respect to the Pre-Closing Restructuring shall be borne and paid only by Parent. The party responsible under applicable Law for filing the Tax Returns with respect to any such Transfer Taxes shall prepare and timely file such Tax Returns and promptly provide a copy of such Tax Return to the other party. Parent and Purchaser shall, and shall cause their respective Affiliates to, cooperate to timely prepare and file any Tax Returns or other filings relating to such Transfer Taxes, including any claim for exemption or exclusion from the application or imposition of any Transfer Taxes; Purchaser shall pay to Parent or any of Parent’s Affiliates an amount equal to any losses suffered by Parent or any of its Affiliates as a result of Purchaser failing to comply with its obligations under this Section 7.8.

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Section 7.9 Withholding Rights. Notwithstanding anything in this Agreement to the contrary, the Purchaser and any other Person making any payment pursuant to this Agreement, as applicable, shall be entitled to deduct and withhold from such payment, such amounts as payer, as applicable, is required to deduct and withhold with respect to the making of such payment under any applicable Law, as reasonably determined by the payer in good faith. If the payer determines that any amounts are required to be withheld, the payer shall cooperate with the payee in good faith to reduce or mitigate such withholding; To the extent that amounts are so deducted or withheld by the payer, such deducted or withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction and withholding was made, and the payer shall remit such deducted or withheld amounts to the applicable Governmental Entity.

Section 7.10 VAT. Where under the terms of this Agreement one party is liable to indemnify or reimburse another party in respect of any costs, charges or expenses, the payment shall include an amount equal to any VAT thereon not otherwise recoverable by the other party or the representative member of any VAT group of which it forms part. If any payment under this Agreement constitutes the consideration for a taxable supply for VAT purposes, then (i) the recipient shall provide to the payer a valid VAT invoice, and (ii) except where the reverse charge procedure applies, and subject to the provision of a valid VAT invoice in accordance with (i), in addition to that payment the payer shall pay to the recipient any VAT due.

Section 7.11 Tax Treatment of Transactions. The parties agree that if the Company is treated as a pass-through entity for United States federal income Tax purposes on the Closing Date, the transactions contemplated hereby shall be treated for United States federal Tax purposes as the purchase of assets held by the Transferred Entities that are classified as disregarded entities for such Tax purposes (other than disregarded entities directly or indirectly owned by Transferred Entities that are classified as corporations for such Tax purposes), and the purchase of stock of the Transferred Entities that are treated as corporations for such Tax purposes, subject to the application of rules relating to Code Section 338 with respect to Transferred Entities for which Section 338(g) Elections are made. If the entity classification election referenced in Section 5.4(a)(I)(1) shall have been made with respect to the Company, the parties agree that the transactions contemplated hereby shall be treated for United States federal income Tax purposes as the purchase of stock of the Company, including for purposes of Section 7.12 and subject to the application of rules relating to Code Section 338, if a Section 338(g) Election is made with respect to the Company.

Section 7.12 Allocation of Purchase Price. Within one hundred twenty (120) days after final determination of the Post-Closing Adjustment and the Final Purchase Price, Purchaser shall provide to Parent a schedule allocating the Final Purchase Price (and any relevant liabilities and other relevant items) among the assets of the Transferred Entities in accordance with Code Sections 1060 and 338 and Treasury Regulations thereunder (the “Allocation Schedule”). If within thirty (30) days after receiving the Allocation Schedule, the Parent has not objected, the Allocation Schedule shall be final and binding. If within thirty (30) days the Parent objects to the Allocation Schedule, Parent and Purchaser shall cooperate in good faith to resolve their differences. Purchaser, Parent and Seller agree for all Tax reporting purposes to report the transactions contemplated by this Agreement in accordance with the agreements in this Section 7.12 and the Allocation Schedule if and as finally determined pursuant to this Section 7.12, and to not take any position during the course of any audit or other legal proceeding inconsistent with the agreements in this Section 7.12 as to Tax treatment or with such Allocation Schedule unless required by a good faith resolution of a Tax Proceeding. If and to the extent the parties fail to agree on Tax treatment or the Allocation Schedule, Parent and Seller, on the one hand, and Purchaser, on the other hand, shall each prepare its Tax Returns as it determines appropriate.

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Section 7.13 Straddle Periods. To the extent permissible under applicable Laws, the parties agree to elect (and have the Transferred Entities elect) to have each Tax year of each Transferred Entity end on the Closing Date and, if such election is not permitted or required in a jurisdiction with respect to a specific Tax such that the Transferred Entity is required to file a Tax Return for a Straddle Period, to utilize the following conventions for determining the amount of Taxes attributable to the portion of the Straddle Period ending on the Closing Date: (i) in the case of property Taxes and other similar Taxes imposed on a periodic basis, the amount attributable to the portion of the Straddle Period ending on the Closing Date shall equal the Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period; and (ii) in the case of all other Taxes (including income Taxes, sales Taxes, value-added Taxes, employment Taxes, withholding Taxes), the amount attributable to the portion of the Straddle Period ending on the Closing Date shall be determined as if the Transferred Entity (and to the extent relevant, any other entity in which a Transferred Entity owns an equity interest) filed a separate Tax Return with respect to such Taxes for the portion of the Straddle Period ending as of the end of the day on the Closing Date using a “closing of the books methodology.”

ARTICLE VIII

CONDITIONS TO OBLIGATIONS TO CLOSE

Section 8.1 Conditions to Obligation of Each Party to Close. The respective obligations of each party to consummate the Closing shall be subject to the satisfaction or waiver at or prior to the Closing of the following conditions:

(a) Regulatory Approvals. The consents, authorizations and approvals required to be obtained in connection with the consummation of the Closing from any Governmental Entities set forth on Section 8.1 of the Parent Disclosure Schedule (each a “Required Approval”) shall have been obtained (or any applicable waiting period thereunder shall have expired or been terminated).

(b) No Injunctions. No Governmental Entity of competent authority shall have issued an Order or enacted a Law that remains in effect and makes illegal or prohibits the consummation of the Closing (collectively, the “Legal Restraints”).

Section 8.2 Conditions to Purchaser’s Obligation to Close. Purchaser’s obligation to consummate the Closing shall be subject to the satisfaction or waiver at or prior to the Closing of all of the following conditions:

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(a) Representations and Warranties. In the case of (i) and (iii), disregarding all “materiality,” “Business Material Adverse Effect” and similar qualifications contained in such representations and warranties, (i) the representations and warranties of Parent set forth in the first sentence of Section 3.1 (Organization and Qualification; Subsidiaries), Section 3.2 (Capitalization of the Transferred Entities) and Section 3.3 (Authority Relative to this Agreement) shall be true and correct in all material respects as of the Closing Date as if made on and as of the Closing Date, (ii) the representations and warranties of Parent set forth in clause (b) of the first sentence of Section 3.6 (Absence of Certain Changes or Events) shall be true and correct as of the Closing Date as if made on and as of the Closing Date and (iii) each of the other representations and warranties of Parent contained in Article III shall be true and correct as of the Closing Date as if made on and as of the Closing Date except (A) in each case of clauses (i), (ii) and (iii), representations and warranties that are made as of a specific date shall be true and correct (subject to the standards set forth herein) only on and as of such date and (B) in the case of clause (iii), where the failure of such representations and warranties to be true and correct would not have a Business Material Adverse Effect.

(b) Covenants and Agreements. The material covenants and agreements of Parent (including the covenants relating to the Pre-Closing Restructuring set forth in Section 5.15) to be performed on or before the Closing Date in accordance with this Agreement shall have been performed in all material respects.

(c) Officer’s Certificate. Purchaser shall have received a certificate, dated as of the Closing Date and signed on behalf of Parent by an executive officer of Parent, stating that the conditions specified in Section 8.2(a) and Section 8.2(b) have been satisfied.

Section 8.3 Conditions to Parent’s, the Seller’s and the Company’s Obligation to Close. The obligations of Parent, the Seller and the Company to consummate the Closing shall be subject to the satisfaction or waiver at or prior to the Closing of all of the following conditions:

(a) Representations and Warranties. In each case, disregarding all “materiality,” “Purchaser Material Adverse Effect” and similar qualifications contained in such representations and warranties, the representations and warranties of Purchaser set forth in Article IV shall be true and correct in all material respects as of the Closing Date as if made on and as of the Closing Date, except representations and warranties that are made as of a specific date shall be true and correct in all material respects only on and as of such date.

(b) Covenants and Agreements. The covenants and agreements of Purchaser to be performed on or before the Closing Date in accordance with this Agreement shall have been performed in all material respects.

(c) Officer’s Certificate. Parent shall have received a certificate, dated as of the Closing Date and signed on behalf of Purchaser by an executive officer of Purchaser, stating that the conditions specified in Section 8.3(a) and Section 8.3(b) have been satisfied.

(d) Subject Jurisdiction Put Option. If the proposed Closing Date is prior to the Expiry Date, Parent shall have exercised each Subject Jurisdiction Put Option with respect to the Subject Jurisdiction Businesses in accordance with their terms.

Section 8.4 Frustration of Closing Conditions. No party may rely on the failure of any condition set forth in this Article VIII to be satisfied if such failure was caused by such party’s failure to perform any of its obligations under this Agreement.

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ARTICLE IX

TERMINATION

Section 9.1 Termination. This Agreement may be terminated at any time prior to the Closing:

(a) by mutual written consent of Parent and Purchaser;

(b) by either Parent or by Purchaser, if:

(i) the Closing shall not have occurred on or before the date that is twelve (12) months after the date of this Agreement (the “Outside Date”); provided, that if all of the conditions to the Closing, other than the conditions set forth in Section 8.1(a) or Section 8.1(b) (to the extent that the Legal Restraint is in respect of a consent, authorization or approval required under Section 8.1(a)), shall have been satisfied or waived or shall be capable of being satisfied on such date, the Outside Date may be extended on one or more occasions by Parent and/or Purchaser, each time for a period of thirty (30) days, and in no event beyond the date that is fifteen (15) months after the date of this Agreement, which date shall thereafter be deemed to be the Outside Date; provided, further, that the right to terminate this Agreement under this clause (i) shall not be available to any party to this Agreement whose failure to perform any material covenant or obligation under this Agreement has been the cause of, or has resulted in, the failure of the Closing to occur on or before such date;

(ii) Parent (in the case of a termination by Purchaser) or Purchaser (in the case of a termination by Parent) shall have breached or failed to perform in any material respect any of its respective representations, warranties, covenants or other agreements contained in this Agreement, and such breach or failure to perform (A) would give rise to the failure of a condition set forth in Section 8.2(a), Section 8.2(b), Section 8.3(a), or Section 8.3(b), as applicable, and (B) (1) is incapable of being cured prior to the Outside Date or (2) has not been cured prior to the date that is sixty (60) days from the date that the breaching or non-performing party is notified in writing by the other party of such breach or failure to perform; provided, that the right to terminate this Agreement under this Section 9.1(b)(ii) shall not be available to any party to this Agreement if such party shall have breached or failed to perform in any material respect any of its representations, warranties, covenants or other agreements contained in this Agreement; and provided, further, that the right to terminate this Agreement under this Section 9.1(b)(ii), if not exercised, shall expire ninety (90) days following delivery of written notice of such breach or failure to perform; or

(iii) any Legal Restraint permanently preventing or prohibiting consummation of the Closing shall be in effect and shall have become final and nonappealable; provided, that the party seeking to terminate this Agreement pursuant to this Section 9.1(b)(iii) shall have complied with its obligations under this Agreement, including Section 5.3, with respect to any such Legal Restraint;

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(c) by Parent, if (i) all of the conditions in Section 8.1 and Section 8.2 (other than those conditions that by their nature are to be satisfied at the Closing and that would be satisfied if there were a Closing) have been satisfied or waived, (ii) Parent has notified Purchaser in writing at least three (3) Business Days prior to such termination that Parent is ready, willing and able to consummate the Closing (subject to the satisfaction or waiver of all of the conditions set forth in Section 8.3), and (iii) Purchaser has failed to consummate the Closing by the earlier of (A) three (3) Business Days after the date by which the Closing is supposed to have occurred pursuant to Section 2.3 and (B) the Outside Date; provided, that notwithstanding anything in this Section 9.1 to the contrary, no party shall be permitted to terminate this Agreement during any such three (3) Business Day period.

Section 9.2 Notice of Termination. In the event of termination of this Agreement by either or both of Parent and Purchaser pursuant to Section 9.1, written notice of such termination shall be given by the terminating party to the other.

Section 9.3 Effect of Termination. In the event of termination of this Agreement by either or both of Parent and Purchaser pursuant to Section 9.1, this Agreement shall terminate and become void and have no effect, and there shall be no Liability on the part of any party to this Agreement, except as set forth in the Confidentiality Agreement, Section 5.2 (Confidentiality), Section 5.6 (Public Announcements), Article XI (General Provisions), and the second to last sentence of Section 5.1(a) (Access Indemnity); provided, that termination of this Agreement shall not relieve any party hereto from Liability for Willful Breach of this Agreement. Nothing herein shall limit or prevent any party from exercising any rights or remedies it may have under Section 11.11. Notwithstanding anything to the contrary contained herein, the provisions of Section 5.2 (Confidentiality), Section 5.6 (Public Announcements), Article XI (General Provisions), the second to last sentence of Section 5.1(a) (Access Indemnity), and this Section 9.3 shall survive any termination of this Agreement.

Section 9.4 Extension; Waiver. At any time prior to the Closing, either Parent, on the one hand, or Purchaser, on the other hand, may (a) extend the time for performance of any of the obligations or other acts of the other, (b) waive any inaccuracies in the representations and warranties of the other contained in this Agreement or in any document delivered pursuant to this Agreement or (c) waive compliance with any of the agreements or conditions of the other contained in this Agreement. Any such extension or waiver shall be valid only if set forth in an instrument in writing signed by the party granting such extension or waiver.

ARTICLE X

INDEMNIFICATION

Section 10.1 Survival of Representations, Warranties, Covenants and Agreements. This Article X and those covenants and agreements set forth in this Agreement that by their terms contemplate performance in whole or in part after the Closing shall survive the Closing in accordance with their respective terms. All representations and warranties, and all other covenants and agreements in this Agreement shall terminate at and not survive the Closing, and there shall be no liability after the Closing in respect thereof, except in the case of Fraud. Without limiting the generality of the foregoing or anything else in this Agreement, from and after the Closing (other than in the case of Fraud): (a) Purchaser, on behalf of itself, its Affiliates, and its and their respective Representatives, hereby fully, unconditionally and irrevocably waives

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(and discharges and releases Parent, its Affiliates and its and their respective Representatives, and its and their respective successors and assignees for) any and all claims, demands, torts, liens, suits, Actions, causes of action, debts, damages, obligations, liabilities and rights whatsoever, at law or in equity, whether known or unknown, suspected or unsuspected, now existing or which may hereafter accrue (each, a “Claim”), directly or indirectly, arising out of or related to the transactions contemplated by this Agreement, other than with respect to any covenants or agreements that expressly survive the Closing pursuant to this Section 10.1 and the express rights to indemnification pursuant to Section 10.2; and (b) each of Parent and Seller, on behalf of itself, its Affiliates, and its and their respective Representatives, hereby fully, unconditionally and irrevocably waives (and discharges and releases Purchaser, the Transferred Entities, their respective Affiliates and its and their respective Representatives, and its and their respective successors and assignees for) any and all Claims, directly or indirectly, arising out of or related to the transactions contemplated by this Agreement, other than with respect to any covenants or agreements that expressly survive the Closing pursuant to this Section 10.1 and the express rights to indemnification pursuant to Section 10.3. None of Parent, Seller or Purchaser shall, and each shall cause its Affiliates to not, make any claim or demand, or commence any proceeding asserting any claim or demand, including any claim of contribution or any indemnification, against any Person with respect to any Liabilities expressly released pursuant to this Section 10.1.

Section 10.2 Indemnification by the Parent. Effective as of and after the Closing, Parent shall indemnify and hold harmless Purchaser, its Affiliates, the Company, its and their respective successors and assigns, and its and their respective directors, officers and employees (collectively, the “Purchaser Indemnified Parties”) from and against any and all Losses actually incurred or suffered by any of the Purchaser Indemnified Parties, in each case, to the extent arising out of or resulting from (a) any breach of any covenant or agreement of Parent contained in this Agreement that by its terms contemplate performance in whole or in part after the Closing, (b) any Carrier Asset or Carrier Liability whether any such Liability arises before or after the Closing, is known or unknown or contingent or accrued and (c) all Pre-Closing Restructuring Taxes. Notwithstanding any other provisions of this Agreement, the obligation of Parent to indemnify the Purchaser Indemnified Parties in respect of all Pre-Closing Restructuring Taxes pursuant to clause (c) above shall survive until the date that is ninety (90) days after expiration of the applicable statute of limitations to which any such Pre-Closing Restructuring Tax relates; provided, however, that such obligation shall continue to survive with respect to any Tax Claim made by a Governmental Entity prior to the expiration of the foregoing survival period until such Tax Claim is resolved or settled in full and the applicable Purchaser Indemnified Party has been fully indemnified and reimbursed in full in accordance with Section 10.2(c).

Section 10.3 Indemnification by Purchaser and the Company. Effective as of and after the Closing, Purchaser shall, and shall cause the Company to, indemnify and hold harmless Parent, its Affiliates, its and their respective successors and assigns, and its and their respective directors, officers and employees (collectively, the “Parent Indemnified Parties”), from and against any and all Losses actually incurred or suffered by any of the Parent Indemnified Parties, to the extent arising out of or resulting from (i) any breach of any covenant or agreement of Purchaser, the Company or any other Transferred Entity contained in this Agreement that by its terms contemplate performance in whole or in part after the Closing; and (ii) any Chubb Liability, whether any such Liability arises before or after Closing, is known or unknown, or contingent or accrued.

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Section 10.4 Indemnification Procedures.

(a) A Person that may be entitled to be indemnified under this Agreement (the “Indemnified Party”) shall promptly notify the party liable for such indemnification (the “Indemnifying Party”) in writing of any pending or threatened claim or demand asserted, or any other matter or circumstance that arises, that has given or could reasonably be expected to give rise to a right of indemnification under this Agreement (including a pending or threatened claim or demand asserted by a third party against the Indemnified Party, such claim being a “Third Party Claim”); provided, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article X except if the Indemnifying Party is prejudiced by such failure, it being agreed that any such notice must describe in reasonable detail the facts and circumstances with respect to the subject matter of such claim, demand, matter or circumstance, the provisions of this Agreement pursuant to which indemnification may be sought and an estimate of the Indemnified Party’s Losses.

(b) Upon receipt of a notice of a Third Party Claim for indemnity from an Indemnified Party pursuant to Section 10.2, or Section 10.3, the Indemnifying Party will be entitled, by notice to the Indemnified Party delivered within sixty (60) Business Days of the receipt of notice of such Third Party Claim, to assume the defense and control of such Third Party Claim (at the expense of such Indemnifying Party). If the Indemnifying Party does not assume the defense and control of any Third Party Claim pursuant to this Section 10.4(b), the Indemnified Party shall be entitled to assume and control such defense, but the Indemnifying Party may nonetheless participate in the defense of such Third Party Claim with its own counsel and at its own expense. If the Indemnifying Party assumes the defense and control of a Third Party Claim, the Indemnifying Party shall be entitled to select counsel, contractors and consultants. Purchaser, the Company or Parent, as the case may be, shall, and shall cause each of their Affiliates and Representatives to, reasonably cooperate with the Indemnifying Party in the defense of any Third Party Claim, including by furnishing and preserving books and records, personnel and witnesses, as appropriate for any defense of such Third Party Claim. If the Indemnifying Party has assumed the defense and control of a Third Party Claim, it shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any Third Party Claim, in its sole discretion and without the consent of any Indemnified Party; provided, that such settlement or judgment does not involve any injunctive relief or finding or admission of any violation of Law or admission of any wrongdoing by any Indemnified Party and the Indemnifying Party shall pay or cause to be paid all amounts in such settlement or judgment. No Indemnified Party will consent to the entry of any judgment or enter into any settlement or compromise with respect to a Third Party Claim without the prior written consent of the Indemnifying Party in its sole and absolute discretion.

(c) If the Indemnified Party receives any payment from an Indemnifying Party in respect of any Losses pursuant to Section 10.2, or Section 10.3, and the Indemnified Party has a basis to seek recovery of all or a part of such Losses from a third party (a “Potential Contributor”) based on facts, events and circumstances giving rise to the right of indemnification, the Indemnified Party shall assign its rights to proceed against the Potential Contributor as necessary to permit the Indemnifying Party to recover from the Potential Contributor the amount of such payment or, where such assignment is not permitted, use commercially reasonable efforts to recover in respect of such claim on behalf of the Indemnifying Party.

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Section 10.5 Exclusive Remedy. Except with respect to the matters covered by Section 2.5 through 2.7, Section 5.9 and except for the parties’ right to seek and obtain any equitable relief pursuant to Section 11.11, the parties acknowledge and agree that, following the Closing, the indemnification provisions of this Article X shall be the sole and exclusive remedies of Parent and Purchaser for any Liabilities or Losses (including any Liabilities or Losses from claims for breach of contract, warranty, tortious conduct (including negligence) or otherwise and whether predicated on common law, statute, strict liability, or otherwise) that each party may at any time suffer or incur, or become subject to, as a result of, or in connection with, the Sale or the other transactions contemplated hereby, including any breach of any representation or warranty in this Agreement by any party, or any failure by any party to perform or comply with any covenant or agreement that, by its terms, was to have been performed, or complied with, under this Agreement and the Pre-Closing Restructuring Agreements (but excluding, for the avoidance of doubt, the Ancillary Agreements and the Confidentiality Agreement). Without limiting the generality of the foregoing, Purchaser hereby irrevocably waives any right of rescission it may otherwise have or to which it may become entitled.

Section 10.6 Additional Indemnification Provisions. With respect to each indemnification obligation contained in this Agreement, all Losses shall be reduced by the amount of any third-party insurance or self-insurance (including under any R&W Insurance Policy), representation and warranty or other indemnity or reimbursement proceeds that have been recovered by the Indemnified Party in connection with the facts giving rise to the right of indemnification (it being agreed that if such proceeds in respect of such facts are recovered by the Indemnified Party subsequent to the Indemnifying Party’s making of an indemnification payment in satisfaction of its applicable indemnification obligation, such proceeds shall be promptly remitted to the Indemnifying Party to the extent such reduction of the Losses would have reduced the Indemnifying Party’s indemnification obligations), and the Indemnified Party shall use, and cause its Affiliates to use, reasonable best efforts to seek full recovery under all third-party insurance (including under any R&W Insurance Policy), representation and warranty and other indemnity and reimbursement provisions covering such Losses to the same extent as it would if such Losses were not subject to indemnification hereunder. Upon making any payment to the Indemnified Party for any indemnification claim pursuant to this Article X, the Indemnifying Party shall be subrogated, to the extent of such payment, to any rights which the Indemnified Party may have against any third parties with respect to the subject matter underlying such indemnification claim, and the Indemnified Party shall assign any such rights to the Indemnifying Party.

Section 10.7 Limitation of Liability. In no event shall any Indemnifying Party have Liability to any Indemnified Party for, and Losses shall not be deemed to include, any consequential, special, incidental, exemplary, indirect, punitive or similar damages, or for any loss of future revenue, profits or income, or for any diminution in value damages measured as a multiple of earnings, revenue or any other performance metric, except for any such damages to the extent actually awarded and paid to a third party. No Indemnified Party shall have any right

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to assert any claim against any Indemnifying Party with respect to any Loss to the extent such alleged Loss is a possible or potential Loss the Indemnified Party believes may be asserted rather than an actual Loss that has, in fact, been actually paid or incurred by such Indemnified Party. Neither the Purchaser Indemnified Parties, on the one hand, nor the Parent Indemnified Parties, on the other hand, shall be entitled to recover more than once in respect of any Loss. Notwithstanding any other provision of this Agreement, in no event shall any Indemnified Party be entitled to indemnification pursuant to this Article X to the extent any Losses were attributable to such Indemnified Party’s own fraud, gross negligence or willful misconduct.

Section 10.8 Mitigation. Each of the parties agrees to use, and to cause its Affiliates to use, its reasonable best efforts to mitigate its respective Losses upon and after becoming aware of any event or condition that would reasonably be expected to give rise to any Losses that are indemnifiable hereunder, and no Indemnifying Party shall be liable for any Losses to the extent they arise out of or result from the Indemnified Party’s failure to use commercially reasonable efforts to mitigate such Losses.

ARTICLE XI

GENERAL PROVISIONS

Section 11.1 Interpretation; Absence of Presumption.

(a) It is understood and agreed that the specification of any dollar amount in the representations and warranties contained in this Agreement or the inclusion of any specific item in the Parent Disclosure Schedule or Purchaser Disclosure Schedule is not intended to imply that such amounts or higher or lower amounts, or the items so included or other items, are or are not material or would have a Business Material Adverse Effect or Purchaser Material Adverse Effect, and no party shall use the fact of the setting of such amounts or the fact of the inclusion of any such item in the Parent Disclosure Schedule or Purchaser Disclosure Schedule in any dispute or controversy between the parties as to whether any obligation, item or matter not described in this Agreement or included in the Parent Disclosure Schedule or Purchaser Disclosure Schedule is or is not material or would have a Business Material Adverse Effect or Purchaser Material Adverse Effect for the purposes of this Agreement.

(b) For the purposes of this Agreement, (i) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (ii) references to the terms Article, Section, paragraph, Exhibit and Schedule are references to the Articles, Sections, paragraphs, Exhibits and Schedules to this Agreement unless otherwise specified; (iii) all Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein; (iv) any capitalized terms used in any Exhibit or Schedule but not otherwise defined therein shall have the meaning as defined in this Agreement; (v) the terms “hereof,” “herein,” “hereby,” “hereto” and derivative or similar words refer to this entire Agreement, including the Schedules and Exhibits hereto; (vi) references to “$” shall mean U.S. dollars; (vii) the word “including” and words of similar import when used in this Agreement and the Ancillary Agreements shall mean “including without limitation,” unless otherwise specified; (viii) the word “or” shall not be exclusive; (ix) references to “written” or “in writing” include in electronic

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form; (x) provisions shall apply, when appropriate, to successive events and transactions; (xi) Parent and Purchaser have each participated in the negotiation and drafting of this Agreement and the Ancillary Agreements and if an ambiguity or question of interpretation should arise, this Agreement and the Ancillary Agreements shall be construed as if drafted jointly by the parties thereto and no presumption or burden of proof shall arise favoring or burdening either party by virtue of the authorship of any of the provisions in this Agreement or the Ancillary Agreements; (xii) references to any statute shall be deemed to refer to such statute as amended through the date hereof and to any rules or regulations promulgated thereunder as amended through the date hereof (provided, that for purposes of any representations and warranties contained in this Agreement that are made as of a specific date, references to any statute shall be deemed to refer to such statute and any rules or regulations promulgated thereunder as amended through such specific date); (xiii) references to any Contract are to that Contract as amended, modified or supplemented from time to time in accordance with the terms hereof and thereof; (xiv) a reference to any Person includes such Person’s successors and permitted assigns; (xv) any reference to “days” shall mean calendar days unless Business Days are expressly specified; (xvi) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded and if the last day of such period is not a Business Day, the period shall end on the next succeeding Business Day; (xvii) references from or through any date mean, unless otherwise specified, from and including or through and including, respectively, and (xviii) amounts used in any calculations for purposes of this Agreement may be either positive or negative, it being understood that the addition of a negative number shall mean the subtraction of the absolute value of such negative number and the subtraction of a negative number shall mean the addition of the absolute value of such negative number. In the event of any conflict or inconsistency between the terms of this Agreement and any Ancillary Agreement, this Agreement will control.

(c) Any disclosure with respect to a Section or schedule of this Agreement, including any Section of the Parent Disclosure Schedule or the Purchaser Disclosure Schedule, shall be deemed to be disclosed for other Sections and schedules of this Agreement, including any Section of the Parent Disclosure Schedule or Purchaser Disclosure Schedule, to the extent that the relevance of such disclosure is reasonably apparent.

Section 11.2 Headings; Definitions. The Section and Article headings contained in this Agreement and the Ancillary Agreements are inserted for convenience of reference only and will not affect the meaning or interpretation of this Agreement or the Ancillary Agreements.

Section 11.3 Governing Law; Jurisdiction and Forum; Waiver of Jury Trial.

(a) This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. In addition, each of the parties hereto irrevocably (i) submits to the personal jurisdiction of the Delaware Court of Chancery in and for New Castle County, or in the event (but only in the event) that such Delaware Court of Chancery does not have subject matter jurisdiction over such dispute, the United States District Court for the District of Delaware, or in the event (but only in

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the event) that such United States District Court also does not have jurisdiction over such dispute, any Delaware State court sitting in New Castle County, in the event any dispute (whether in contract, tort or otherwise) arises out of this Agreement or the transactions contemplated hereby, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (iii) waives any objection to the laying of venue of any Action relating to this Agreement or the transactions contemplated hereby in such court, (iv) waives and agrees not to plead or claim in any such court that any Action relating to this Agreement or the transactions contemplated hereby brought in any such court has been brought in an inconvenient forum, and (v) agrees that it will not bring any Action relating to this Agreement or the transactions contemplated hereby in any court other than the Delaware Court of Chancery in and for New Castle County, or in the event (but only in the event) that such Delaware Court of Chancery does not have subject matter jurisdiction over such Action, the United States District Court for the District of Delaware, or in the event (but only in the event) that such United States District Court also does not have jurisdiction over such Action, any Delaware State court sitting in New Castle County. Each party agrees that service of process upon such party in any such Action shall be effective if notice is given in accordance with Section 11.7.

(b) Notwithstanding anything herein to the contrary, the parties hereto acknowledge and irrevocably agree (A) that any Action, whether in law or in equity, whether in contract or tort or otherwise, involving the Financing Sources arising out of or related to the transactions contemplated hereby, the Financing or the performance of services thereunder or related thereto shall be subject to the exclusive jurisdiction of any state or federal court sitting in the Borough of Manhattan, New York, New York, and any appellate court thereof and each party hereto (w) submits for itself and its property with respect to any such action or proceeding to the exclusive jurisdiction of such courts, (x) waives any objection to laying venue in any such action or proceeding in such courts, (y) waives any objection that such courts are brought in an inconvenient forum or do not have jurisdiction over any party hereto and (z) agrees not to seek a transfer of venue on the basis that another forum is more convenient, and (B) that any such Action shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to the conflicts of law rules of such State that would result in the application of the laws of any other State.

(c) EACH PARTY TO THIS AGREEMENT WAIVES TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY OF THEM AGAINST THE OTHER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT, THE ANCILLARY AGREEMENTS, THE CONFIDENTIALITY AGREEMENT OR ANY OTHER AGREEMENTS EXECUTED IN CONNECTION HEREWITH OR THEREWITH OR THE ADMINISTRATION HEREOF OR THEREOF OR THE SALE OR ANY OF THE OTHER TRANSACTIONS CONTEMPLATED HEREIN OR THEREIN (INCLUDING WITH RESPECT TO THE FINANCING SOURCES), WHETHER SUCH CLAIMS ARE BASED IN TORT, CONTRACT OR OTHERWISE. NO PARTY TO THIS AGREEMENT SHALL SEEK A JURY TRIAL IN ANY LAWSUIT, PROCEEDING, COUNTERCLAIM OR ANY OTHER LITIGATION PROCEDURE BASED UPON, OR ARISING OUT OF, THIS AGREEMENT OR ANY ANCILLARY AGREEMENTS, THE CONFIDENTIALITY AGREEMENT OR RELATED INSTRUMENTS (INCLUDING WITH RESPECT TO THE FINANCING SOURCES). NO PARTY WILL SEEK TO CONSOLIDATE

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ANY SUCH ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. EACH PARTY TO THIS AGREEMENT CERTIFIES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS SET FORTH ABOVE IN THIS SECTION 11.3. NO PARTY HAS IN ANY WAY AGREED WITH OR REPRESENTED TO ANY OTHER PARTY THAT THE PROVISIONS OF THIS SECTION 11.3 WILL NOT BE FULLY ENFORCED IN ALL INSTANCES.

Section 11.4 Entire Agreement. This Agreement, together with the Ancillary Agreements and the Exhibits and Schedules hereto and thereto, and the Confidentiality Agreement, constitute the entire agreement between the parties with respect to the subject matter hereof and thereof and supersede any prior discussion, correspondence, negotiation, proposed term sheet, letter of intent, agreement, understanding or arrangement, whether oral or in writing.

Section 11.5 No Third Party Beneficiaries. Except for (a) the Purchaser Indemnified Parties, the Parent Indemnified Parties and the Company Indemnified Parties pursuant to Article X, (b) the current and former directors and officers of the Transferred Entities indemnified pursuant to Section 5.10(b) and (c) the right of each of the Financing Sources under Section 11.3(b), Section 11.3(c), this Section 11.5(c), the last sentence of Section 11.9 and Section 11.16, in each case which are intended to benefit, and to be enforceable by, the Persons specified therein, this Agreement is not intended to confer in or on behalf of any Person not a party to this Agreement (and their successors and assigns) any rights, benefits, causes of action or remedies with respect to the subject matter or any provision hereof.

Section 11.6 Expenses. Except as otherwise set forth in this Agreement, whether the transactions contemplated by this Agreement are consummated or not, all legal and other costs and expenses incurred in connection with this Agreement and the transactions contemplated by this Agreement shall be paid by the party incurring such costs and expenses.

Section 11.7 Notices. All notices and other communications to be given to any party hereunder shall be sufficiently given for all purposes hereunder if in writing and delivered by hand, courier or overnight delivery service, or three (3) days after being mailed by certified or registered mail, return receipt requested, with appropriate postage prepaid, or by electronic mail (“e-mail”) transmission (so long as a receipt of such e-mail is requested and received), and shall be directed to the address set forth below (or at such other address as such party shall designate by like notice):

(a) If to Parent:

c/o Carrier Global Corporation

13995 Pasteur Boulevard

Palm Beach Gardens, Florida 33418

Attention: Jennifer Anderson

Francesca Campbell

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E-mail: Jennifer.Anderson1@carrier.com

Francesca.Campbell@carrier.com

(with a copy to legaldepartment@carrier.com)

with a copy (which shall not constitute notice) to:

Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

New York, New York 10019

Attention: Scott A. Barshay

Laura C. Turano

E-mail: sbarshay@paulweiss.com

lturano@paulweiss.com

(b) If to Purchaser:

c/o APi Group, Inc.

APi Group Corporation

1100 Old Highway 8 NW

New Brighton, MN 55112

Attention: General Counsel

E-mail: Andrea.Fike@apigroupinc.us

with a copy (which shall not constitute notice) to:

Greenberg Traurig, P.A.

401 East Las Olas Blvd., Suite 2000

Fort Lauderdale, FL 33301

Attention: Donn A. Beloff

Fiona Adams

E-mail: beloffd@gtlaw.com

adamsf@gtlaw.com

Section 11.8 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties to this Agreement and their respective successors and assigns; provided, that, subject to the last sentence of this Section 11.8, no party to this Agreement may directly or indirectly assign (whether by operation of Law or otherwise) any or all of its rights or delegate any or all of its obligations under this Agreement without the express prior written consent of each other party to this Agreement. Notwithstanding the foregoing, without relieving Purchaser of any of its obligations under this Agreement, Purchaser may assign this Agreement to a creditworthy Subsidiary of Purchaser and may collaterally assign its rights hereunder to any financial institution providing financing in connection with transactions contemplated hereby.

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Section 11.9 Amendments and Waivers. This Agreement may not be modified or amended except by an instrument or instruments in writing signed by the party against whom enforcement of any such modification or amendment is sought. Any party to this Agreement may, only by an instrument in writing, waive compliance by the other party to this Agreement with any term or provision of this Agreement on the part of such other party to this Agreement to be performed or complied with. The waiver by any party to this Agreement of a breach of any term or provision of this Agreement shall not be construed as a waiver of any subsequent breach. No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. Notwithstanding anything to the contrary in this Agreement, the provisions in Section 11.3(b), Section 11.3(c), Section 11.5(c), the last sentence of this Section 11.9 and Section 11.16 may not be amended, modified or waived in a manner that is adverse to any Financing Source without the prior written consent of such Financing Source.

Section 11.10 Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party hereto. Upon such a determination, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

Section 11.11 Specific Performance. The parties hereto agree that irreparable damage, for which monetary damages (even if available) would not be an adequate remedy, would occur in the event that the parties hereto do not perform any provision of this Agreement in accordance with its specified terms or otherwise breach such provisions. Accordingly, the parties acknowledge and agree that the parties shall be entitled to an injunction, specific performance and other equitable relief to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions hereof, in addition to any other remedy to which they are entitled in Law or in equity. Each of the parties agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other party has an adequate remedy at Law or that any award of specific performance is not an appropriate remedy for any reason at Law or in equity. Any party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required to provide any bond or other security in connection with such order or injunction. If, prior to the Outside Date, any party brings any Action in accordance with Section 11.3 to enforce specifically the performance of the terms and provisions hereof by any other party, the Outside Date shall automatically be extended by (x) the amount of time during which such Action is pending, plus twenty (20) Business Days or (y) such other time period established by the court presiding over such action.

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Section 11.12 Waiver of Conflicts Regarding Representation; Nonassertion of Attorney-Client Privilege.

(a) Purchaser and the Company each waives and will not assert, and agrees to cause its Subsidiaries, including the Transferred Entities, to waive and not to assert, any conflict of interest arising out of or relating to the representation, after the Closing (the “Post-Closing Representation”), of Parent, any of its Affiliates or any shareholder, officer, employee or director of Parent or any of its Affiliates (any such Person, a “Designated Person”) in any matter involving this Agreement, the Ancillary Agreements or any other agreements or transactions contemplated hereby or thereby, by any legal counsel currently representing Parent or any of its Affiliates in connection with this Agreement, the Ancillary Agreements or any other agreements or transactions contemplated hereby or thereby, including Paul, Weiss, Rifkind, Wharton & Garrison LLP (the “Current Representation”).

(b) Purchaser and the Company each waives and will not assert, and agrees to cause its Subsidiaries, including the Transferred Entities, to waive and not to assert, any attorney-client or other applicable legal privilege or protection with respect to any communication between any legal counsel and any Designated Person occurring during the Current Representation in connection with any Post-Closing Representation, including in connection with a dispute with Purchaser or its Subsidiaries, and following the Closing, with any Transferred Entity (including in respect of any claim for indemnification by Purchaser), it being the intention of the parties hereto that all such rights to such attorney-client and other applicable legal privilege or protection and to control such attorney-client and other applicable legal privilege or protection shall be retained by Parent and that Parent, and not Purchaser, its Subsidiaries or the Transferred Entities, shall have the sole right to decide whether or not to waive any attorney-client or other applicable legal privilege or protection. Accordingly, from and after the Closing, none of Purchaser, its Subsidiaries or the Transferred Entities shall have any access to any such communications or to the files of the Current Representation, all of which shall be and remain the property of Parent and not of Purchaser, its Subsidiaries or the Transferred Entities, or to internal counsel relating to such engagement, and none of Purchaser, its Subsidiaries, the Transferred Entities or any Person acting or purporting to act on their behalf shall seek to obtain the same by any process on the grounds that the privilege and protection attaching to such communications and files belongs to Parent.

Section 11.13 No Admission. Nothing herein shall be deemed an admission by Purchaser, Parent or any of their respective Affiliates, in any Action or proceeding by or on behalf of a third party, that Purchaser, Parent or any of their respective Affiliates, or that such third party or any of its Affiliates, is or is not in breach or violation of, or in default in, the performance or observance of any term or provisions of any Contract.

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Section 11.14 Release.

(a) Effective as of the Closing, Purchaser, on behalf of itself and each of its Affiliates (including the Transferred Entities), and each of their respective successors and assigns (such Persons, the “Purchaser Releasors”), hereby irrevocably, unconditionally and completely waives and releases and forever discharges Parent and its Representatives and their respective successors and assigns (such released Persons, the “Parent Releasees”), in each case from all Claims, Contracts, Losses and Liabilities whatsoever of every name and nature, both in law and in equity, arising out of or related to events, circumstances or actions taken by the Parent Releasees (including the Transferred Entities) occurring or failing to occur, in each case, at or prior to the Closing. Purchaser shall not make, and Purchaser shall not permit any Purchaser Releasor to make, any claim or demand, or commence any proceeding asserting any claim or demand, including any claim of contribution or any indemnification, against any of the Parent Releasees with respect to any Claims, Contracts, Losses and Liabilities released pursuant to this Section 11.14(a). Notwithstanding the foregoing, Section 11.14(a) shall not constitute a release from, waiver of, or otherwise affect (i) any rights of Purchaser or its Affiliates, or the Transferred Entities or their respective Affiliates under this Agreement or any Ancillary Agreement or any Liability or Contract expressly contemplated by this Agreement or any Ancillary Agreement or any other agreement to be in effect between any of Parent, Seller, the Transferred Entities or Purchaser (or their respective Affiliates) after the Closing, or any enforcement thereof, (ii) claims for Fraud, or (iii) any right of any Purchaser Indemnified Party under Article X.

(b) Effective as of the Closing, each of Parent and Seller, on behalf of itself and each of its Affiliates (including the Transferred Entities prior to the Closing), and each of their respective successors and assigns (such Persons, the “Parent Releasors”), hereby irrevocably, unconditionally and completely waives and releases and forever discharges Purchaser, the Transferred Entities and their respective Representatives and their respective successors and assigns (such released Persons, the “Purchaser Releasees”), in each case from all Claims, Contracts, Losses and Liabilities whatsoever of every name and nature, both in law and in equity, arising out of or related to events, circumstances or actions taken by the Purchaser Releasees occurring or failing to occur, in each case, at or prior to the Closing. Neither Parent nor Seller shall make, neither Parent nor Seller shall permit any Parent Releasor to make, any claim or demand, or commence any proceeding asserting any claim or demand, including any claim of contribution or any indemnification, against any of the Purchaser Releasees with respect to any Claims, Contracts, Losses and Liabilities released pursuant to this Section 11.14(b). Notwithstanding the foregoing, Section 11.14(a) shall not constitute a release from, waiver of, or otherwise affect (i) any rights of Parent, Seller or their respective Affiliates under this Agreement or any Ancillary Agreement or any Liability or Contract expressly contemplated by this Agreement or any Ancillary Agreement or any other agreement to be in effect between any of Parent, Seller, the Transferred Entities or Purchaser (or their respective Affiliates) after the Closing, or any enforcement thereof, (ii) claims for Fraud, or (iii) any right of any Parent Indemnified Party under Article X.

Section 11.15 Counterparts. This Agreement may be executed in one or more counterparts, and by the different parties in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or other electronic method shall be as effective as delivery of a manually executed counterpart of this Agreement.

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Section 11.16 Waiver of Claims against Financing Sources. Notwithstanding anything herein to the contrary, each of Parent, Seller, the Company and Purchaser (and each of their respective Representatives (in their capacity as such)) hereby waives any rights or claims against any of the Financing Sources and their respective Representatives (in their capacity as such), in any way relating to this Agreement or any agreement entered into in connection with the Financing or the transactions contemplated hereby or thereby, including any dispute arising out of or relating in any way to the Financing or the performance thereof, whether in law or in equity, whether in contract or tort or otherwise. and agrees that in no event shall any of the Financing Sources or their respective Representatives (in their capacity as such) have any Liability or obligations to any of Parent, Seller, the Company or Purchaser or their respective Representatives, in each case, relating to, arising out of or in connection with this Agreement or any agreement entered into in connection with the Financing or the transactions contemplated hereby or thereby, including any Financing. Notwithstanding the foregoing, nothing in this Section 11.16 shall in any way limit or modify Purchaser’s rights under this Agreement or any Financing Source’s obligations to Purchaser under any agreement entered into by and between such Financing Source and Purchaser.

[Remainder of page intentionally left blank]

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IN WITNESS WHEREOF, this Agreement has been signed by or on behalf of each of the parties as of the day first above written.


CARRIER GLOBAL CORPORATION

By:		/S/ David L. Gitlin
		Name: David L. Gitlin
		Title: Chairman & Chief Executive Officer

CARRIER INVESTMENTS UK LIMITED

By:		/S/ Christian Idzak
		Name: Christian Idzak
		Title: Director

CHUBB LIMITED

By:		/S/ Robert Sloss
		Name: Robert Sloss
		Title: Director

[Signature Page to Stock Purchase Agreement]


API GROUP CORPORATION

By:		/S/ Russell Becker
		Name: Russell Becker
		Title: Chief Executive Officer

[Signature Page to Stock Purchase Agreement]

Exhibit 10.1

Execution Version

SECURITIES PURCHASE AGREEMENT

BY AND AMONG

API GROUP CORPORATION,

BTO JUNO HOLDINGS L.P.

AND

BLACKSTONE TACTICAL OPPORTUNITIES FUND – FD L.P.

Dated as of July 26, 2021

TABLE OF CONTENTS


		Page

ARTICLE I PURCHASE AND SALE OF PURCHASED SHARES			1

Section 1.1	Purchase and Sale		1
Section 1.2	Closing		1

ARTICLE II REPRESENTATIONS AND WARRANTIES OF THE COMPANY			2

Section 2.1	Organization and Power		2
Section 2.2	Authorization; No Conflicts.		2
Section 2.3	Government Approvals		3
Section 2.4	Authorized and Outstanding Stock		3
Section 2.5	Subsidiaries		5
Section 2.6	Private Placement		5
Section 2.7	SEC Documents; Financial Information		6
Section 2.8	Internal Control Over Financial Reporting		6
Section 2.9	Disclosure Controls and Procedures		7
Section 2.10	Litigation		7
Section 2.11	Compliance with Laws; Permits		7
Section 2.12	Taxes		8
Section 2.13	Employee Benefit Plans		8
Section 2.14	Labor Matters		9
Section 2.15	Environmental Matters		9
Section 2.16	Intellectual Property; Security		10
Section 2.17	Registration Rights		10
Section 2.18	Investment Company Act		10
Section 2.19	NYSE		10
Section 2.20	No Brokers or Finders		10
Section 2.21	Illegal Payments; FCPA Violations		11
Section 2.22	Sanctions and Export Controls		11
Section 2.23	Absence of Certain Changes		11
Section 2.24	Government Contracts		11
Section 2.25	No Anti-Takeover Provisions		11
Section 2.26	No Additional Representations		12

ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE PURCHASER			12

Section 3.1	Organization and Power		12
Section 3.2	Authorization, Etc.		13
Section 3.3	Government Approvals		13
Section 3.4	Investment Representations		13
Section 3.5	No Prior Ownership		14
Section 3.6	No Brokers or Finders		14
Section 3.7	Financing		14


Section 3.8	No Additional Representations	15

ARTICLE IV COVENANTS OF THE PARTIES		16

Section 4.1	Board of Directors	16
Section 4.2	Restrictive Legends; Transfer Requirements	17
Section 4.3	Standstill	20
Section 4.4	Confidentiality	21
Section 4.5	Information Rights	22
Section 4.6	Filings; Other Actions	22
Section 4.7	Antitakeover Provisions	23
Section 4.8	Tax Matters.	24
Section 4.9	NYSE Listing	25
Section 4.10	State Securities Laws	25
Section 4.11	Section 16 Matters	26
Section 4.12	Negative Covenants	26
Section 4.13	Sponsor	27
Section 4.14	Use of Proceeds	28
Section 4.15	Corporate Actions	28
Section 4.16	Carrier Acquisition	28
Section 4.17	Corporate Opportunities	29
Section 4.18	Financing Cooperation	30

ARTICLE V CONDITIONS TO THE PARTIES’ OBLIGATIONS		31

Section 5.1	Conditions of the Purchaser	31
Section 5.2	Conditions of the Company	33

ARTICLE VI PREEMPTIVE RIGHTS		34

Section 6.1	Generally	34
Section 6.2	Calculation of Preemptive Rights Portion	35
Section 6.3	Preemptive Rights Notices and Procedures	35
Section 6.4	Purchase of New Securities	35
Section 6.5	Consideration Other than Cash	36
Section 6.6	Miscellaneous	36

ARTICLE VII MISCELLANEOUS		36

Section 7.1	Survival	36
Section 7.2	Counterparts	36
Section 7.3	Governing Law	36
Section 7.4	Entire Agreement; No Third Party Beneficiary	37
Section 7.5	Expenses	37
Section 7.6	Notices	38
Section 7.7	Successors and Assigns	39
Section 7.8	Headings	39
Section 7.9	Amendments and Waivers	39


Section 7.10	Interpretation; Absence of Presumption	39
Section 7.11	Severability	40
Section 7.12	Specific Performance	40
Section 7.13	Public Announcement	40
Section 7.14	Purchaser Representative	41
Section 7.15	Non-Recourse	41
Section 7.16	Further Assurances	41

ARTICLE VIII TERMINATION		42

Section 8.1	Termination	42
Section 8.2	Certain Effects of Termination	42

EXHIBITS


Exhibit A		Definitions
Exhibit B		Form of Certificate of Designation
Exhibit C		Form of Registration Rights Agreement
Exhibit D		VCOC Letter Agreement

iii

SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT dated as of July 26, 2021 (this “Agreement”) is by and among APi Group Corporation, a Delaware corporation (the “Company”), and BTO Juno Holdings L.P., a Delaware limited partnership, and Blackstone Tactical Opportunities Fund – FD L.P., a Delaware limited partnership (collectively, the “Purchaser”). Capitalized terms used but not defined herein have the meanings assigned to them in Exhibit A.

Simultaneously with the execution and delivery of this Agreement, the Company is entering into a Stock Purchase Agreement (as it may be amended or supplemented from time to time, the “Carrier Purchase Agreement,” and the transactions contemplated thereby, the “Acquisition”), by and among the Company, Carrier Global Corporation, a Delaware corporation, Carrier Investments UK Limited, a UK limited company (“Seller”), and Chubb Limited, a UK limited company (“Chubb”), pursuant to, and on the terms and subject to the conditions of which, Seller will sell and transfer to the Company or its subsidiary designees, and the Company or its subsidiary designees will purchase from Seller, all of the issued and outstanding share capital of Chubb, subject to the terms and conditions set forth therein.

Concurrent with the consummation of the Acquisition, the Purchaser desires to purchase from the Company, and the Company desires to issue and sell to the Purchaser, an aggregate of 600,000 shares of the Company’s Series B Perpetual Convertible Preferred Stock, par value $0.0001 per share (the “Series B Preferred Stock”), on the terms and subject to the conditions hereinafter set forth.

In consideration of the premises and the mutual representations, warranties, covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

ARTICLE I

PURCHASE AND SALE OF PURCHASED SHARES

Section 1.1 Purchase and Sale. On the terms and subject to the satisfaction or waiver of the conditions set forth in this Agreement, at the Closing, the Purchaser shall purchase, and the Company shall issue and sell to the Purchaser, an aggregate of 600,000 shares of Series B Preferred Stock with an original purchase price of $1,000 per share (the “Purchased Shares”) for an aggregate purchase price of the Purchased Shares delivered at Closing of $600,000,000 (the “Purchase Price”). The Purchased Shares shall be allocated among the Initial Purchaser Parties as set forth opposite such party’s name on Schedule I hereto. The Series B Preferred Stock shall have the rights, powers, preferences and privileges set forth in the Certificate of Designation attached as Exhibit B (as the same may be amended or amended and restated, the “Certificate of Designation”).

Section 1.2 Closing. On the terms and subject to the satisfaction or waiver of the conditions set forth in this Agreement, the closing of the issuance, sale and purchase of the Purchased Shares (the “Closing”) shall take place remotely via the exchange of final documents and signature pages, on such date on which all of the conditions set forth in Article V have been

satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions at such time), or such other time and place as the Company and the Purchaser may agree. The date on which the Closing is to occur is herein referred to as the “Closing Date.” At the Closing, upon receipt by the Company of payment of the full purchase price to be paid at the Closing therefor by or on behalf of such Purchaser to the Company by wire transfer of immediately available funds to an account designated in writing by the Company, the Company will deliver to the Purchaser evidence reasonably satisfactory to the Purchaser of the issuance of the Purchased Shares in the name of the Purchaser by book-entry on the books and records of the Company.

ARTICLE II

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company represents and warrants to the Purchaser as of the date hereof and as of the Closing Date (except to the extent made only as of a specified date in which case as of such date), that, except as set forth in the SEC Documents filed by the Company with the SEC since April 28, 2020 and prior to the date hereof (other than disclosures in the “Risk Factors” or “Forward-Looking Statements” sections or similarly captioned sections of any such filings) and, provided, however, that any such exception shall be deemed to be disclosed with respect to each other representation or warranty to which the relevance of such exception is reasonably apparent on the face of such disclosure):

Section 2.1 Organization and Power. The Company and each of its Subsidiaries is a corporation, limited liability company, partnership or other entity validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation (as applicable) and has all requisite corporate, limited liability company, partnership or other entity power and authority to own or lease its properties and to carry on its business as presently conducted and as proposed to be conducted. The Company and each of its Subsidiaries is duly licensed or qualified to do business as a foreign corporation, limited liability company, partnership or other entity in each jurisdiction wherein the character of its property or the nature of the activities presently conducted by it, makes such qualification necessary, except where the failure to so qualify has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. True, correct and complete copies of the Company’s organizational documents are included in the SEC Documents filed with the SEC.

Section 2.2 Authorization; No Conflicts.

(a) The Company has all necessary corporate power and authority and has taken all necessary corporate action required for the due authorization, execution, delivery and performance by the Company of this Agreement and the Registration Rights Agreement, and the consummation by the Company of the transactions contemplated hereby and thereby, the filing of the Certificate of Designation with the Secretary of State of the State of Delaware and for the due authorization, issuance, sale and delivery of the Purchased Shares and the reservation, issuance and delivery of the Conversion Shares and any Dividend Shares. This Agreement has been, and the Registration Rights Agreement, at the Closing will be, duly executed and delivered by the Company. Assuming due execution and delivery thereof by each of the other parties hereto or

thereto, this Agreement and the Registration Rights Agreement will each be a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable laws relating to bankruptcy, insolvency, reorganization, moratorium or other similar legal requirement relating to or affecting creditors’ rights generally and except as such enforceability is subject to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).

(b) The authorization, execution, delivery and performance by the Company of this Agreement and the Registration Rights Agreement, and the consummation by the Company of the transactions contemplated hereby and thereby, including the filing of the Certificate of Designation and the issuance of the Purchased Shares, the Conversion Shares and any Dividend Shares do not and will not: (i) violate or result in the breach of any provision of the Certificate of Incorporation or Bylaws of the Company; or (ii) with such exceptions that have not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (x) violate any provision of, constitute a breach of, or default under, any judgment, order, writ, or decree applicable to the Company or any of its Subsidiaries or any mortgage, loan or credit agreement, indenture, bond, note, deed of trust, lease, sublease, license, contract or other agreement (each, a “Contract”) to which the Company or any of its Subsidiaries is a party or accelerate the Company’s or, if applicable, any of its Subsidiaries’ obligations under any such Contract; (y) violate any provision of, constitute a breach of, or default under, any applicable state, federal or local law, rule or regulation; or (z) result in the creation of any lien upon any assets of the Company or any of its Subsidiaries or the suspension, revocation or forfeiture of any franchise, permit or license granted by a Governmental Entity to the Company or any of its Subsidiaries, other than liens under federal or state securities laws.

Section 2.3 Government Approvals. No consent, approval or authorization of, or filing with, any court or Governmental Entity is or will be required on the part of the Company in connection with the execution, delivery and performance by the Company of this Agreement and the Registration Rights Agreement, or in connection with the issuance of the Purchased Shares, the Conversion Shares or any Dividend Shares, except for (a) the filing of the Certificate of Designation with the Secretary of State of the State of Delaware; (b) those which have already been made or granted; (c) the filing of a Form D and current report on Form 8-K with the SEC; (d) filings with applicable state securities commissions (if any); (e) the listing of the Conversion Shares and Dividend Shares with the NYSE; or (f) filings required under, and compliance with other applicable requirements of, the HSR Act.

Section 2.4 Authorized and Outstanding Stock.

(a) The authorized capital stock of the Company consists of 500,000,000 shares of common stock of the Company, par value $0.0001 per share (“Common Stock”) and 7,000,000 shares of preferred stock, par value $0.0001 per share (“Preferred Stock”). Of such Preferred Stock, 4,000,000 shares are designated as Series A Preferred Stock and upon the filing of the Certificate of Designation with the Secretary of State of the State of Delaware, 800,000 shares will be designated as the Series B Preferred Stock.

(b) As of July 23, 2021 (the “Capitalization Date”), (i) 201,734,317 shares of Common Stock were issued and outstanding, (ii) 4,000,000 shares of Series A Preferred Stock were issued and outstanding, (iii) 4,000,000 shares of Common Stock were reserved for issuance upon conversion of the Series A Preferred Stock, (iv) 162,500 shares of Common Stock were reserved for issuance upon the exercise of outstanding stock options and (v) 1,684,948 shares of Common Stock were reserved for issuance upon the vesting of restricted stock units issued pursuant to the Stock Plans. Except as set forth in the foregoing sentence, there are no outstanding securities of the Company convertible into or exercisable or exchangeable for shares of capital stock of, or other equity or voting interests of any character in, the Company.

(c) All of the issued and outstanding shares of Common Stock of the Company have been duly authorized and are validly issued, fully paid and non-assessable. The Purchased Shares have been duly authorized and, when issued in accordance with the terms hereof, the Purchased Shares will be, duly authorized and validly issued and fully paid and non-assessable and will not be subject to any preemptive right or any restrictions on transfer under applicable law or any contract to which the Company is a party, other than, in the case of restrictions on transfer, those under applicable state and federal securities laws and Section 4.2 of this Agreement. The shares of Common Stock issuable upon conversion of the Purchased Shares (the “Conversion Shares”) and the shares of Common Stock that may be received as payment of dividends in kind on the Series B Preferred Stock (the “Dividend Shares”) have been duly authorized and reserved for issuance and, when issued upon conversion of the Purchased Shares in accordance with the terms thereof or as payment of dividends in kind on the Purchased Shares, in each case as set forth in the Certificate of Designation, will be validly issued and fully paid and non-assessable. No share of Common Stock has been, and none of the Purchased Shares, Conversion Shares and Dividend Shares will be when issued, issued in violation of any preemptive right arising by operation of law, under the Certificate of Incorporation, the Bylaws or any contract, or otherwise. None of the Purchased Shares, Conversion Shares and Dividend Shares will be when issued subject to any restrictions on transfer under applicable law or any contract to which the Company is a party, other than, in the case of restrictions on transfer, those under applicable state and federal securities laws, and Section 4.2 of this Agreement. When issued in accordance with the terms hereof and the terms of the Certificate of Designation (as applicable), the Purchased Shares, Conversion Shares and Dividend Shares will be free and clear of all liens (other than liens incurred by Purchaser or its Affiliates, restrictions arising under applicable securities laws, or restrictions imposed by the this Agreement, the Certificate of Designation or the Registration Rights Agreement).

(d) Except as otherwise expressly described in this Section 2.4 and as contemplated by that certain Securities Purchase Agreement, dated as of the date hereof, by and among Viking Global Equities Master Ltd. and the Company, a copy of which has been made available to Purchaser (the “Viking Agreement”): (i) no subscription, warrant, option, convertible security or other right, commitment, agreement, arrangement issued by the Company or any other obligation of the Company to purchase or acquire any shares of capital stock of the Company is authorized or outstanding; (ii) there is not any commitment, agreement, arrangement or obligation of the Company to issue any subscription, warrant, option, convertible security or other such right or to issue or distribute capital stock of, or other equity or voting interest (or voting debt) in, the Company; (iii) the Company has no obligation to purchase, redeem or otherwise acquire any shares of its capital stock or to pay any dividend or make any other distribution in respect thereof; (iv) there are no obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock of, or other equity or voting interests (or voting debt) in, the Company; (v) there

are no outstanding shares of capital stock of, or other equity or voting interests of any character in, the Company as of the date hereof other than shares that have become outstanding after the Capitalization Date which were reserved for issuance as of the Capitalization Date as set forth in Section 2.4(a) or pursuant to the exercise, after the Capitalization Date, of outstanding stock options described in Section 2.4(b)(iii) or stock options issued and subsequently exercised after the Capitalization Date; (vi) there are no agreements, arrangements or commitments between the Company and any Person relating to the acquisition, disposition or voting of the capital stock of, or other equity or voting interest (or voting debt) in, the Company and (vii) there are no equity appreciation, phantom equity, profit participation or similar rights with respect to the Company or any of its capital stock or equity interests. There exists no preemptive right, whether arising by operation of law, under the Certificate of Incorporation, the Bylaws or any contract, or otherwise, with respect to the issuance of any capital stock of the Company.

Section 2.5 Subsidiaries. Other than any Subsidiaries of the Company formed following the date of the Company’s Form 10-K for the year ended December 31, 2020 or to be formed following the date hereof in connection with the transactions contemplated by the Carrier Purchase Agreement or acquired in connection with the Company’s acquisitions of DALO Brandbeveiliging, Premier Fire Protection Inc. and Eastern Fire Services, Inc., the Company’s Subsidiaries consist solely of all the entities listed on Exhibit 21 to the Company’s Form 10-K for the year ended December 31, 2020. The Company, directly or indirectly, owns of record and beneficially, free and clear of all liens, all of the issued and outstanding capital stock or equity interests of each of its Subsidiaries. All of the issued and outstanding capital stock or equity interests of the Company’s Subsidiaries has been duly authorized and validly issued, were not issued in violation of a preemptive right, right of first refusal or similar right, and in the case of corporations, is fully paid and non-assessable. Except as described in the SEC Documents, there are no outstanding rights, options, warrants, preemptive rights, conversion rights, rights of first refusal or similar rights for the purchase or acquisition from any of the Company’s Subsidiaries of any securities of such Subsidiaries nor are there any commitments to issue or execute any such rights, options, warrants, preemptive rights, conversion rights or rights of first refusal.

Section 2.6 Private Placement. Assuming the accuracy of the representations and warranties of the Purchaser set forth in Section 3.4 (Investment Representations), the offer and sale of the Purchased Shares pursuant to this Agreement will be exempt from the registration requirements of the Securities Act. Without limiting the foregoing, neither the Company nor, to the knowledge of the Company, any other Person authorized by the Company to act on its behalf, has engaged in a general solicitation or general advertising (within the meaning of Regulation D of the Securities Act) of investors with respect to offers or sales of Series B Preferred Stock, and neither the Company nor, to the knowledge of the Company, any Person acting on its behalf has made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause the offering or issuance of Series B Preferred Stock under this Agreement to be integrated with prior offerings by the Company for purposes of the Securities Act that would result in none of Regulation D or any other applicable exemption from registration under the Securities Act to be available, nor will the Company take any action or steps that would cause the offering or issuance of Series B Preferred Stock under this Agreement to be integrated with other offerings by the Company.

Section 2.7 SEC Documents; Financial Information. Since April 28, 2020, the Company has timely filed (a) all annual and quarterly reports and proxy statements (including all amendments, exhibits and schedules thereto) and (b) all other reports and other documents (including all amendments, exhibits and schedules thereto), in each case required to be filed by the Company with the SEC pursuant to the Exchange Act and the Securities Act. As of their respective filing dates, such SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act and the rules and regulations of the SEC thereunder applicable to such SEC Documents, and as of their respective dates none of the SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Documents (the “Financial Statements”) comply as of their respective dates in all material respects with applicable accounting requirements and the rules and regulations of the SEC with respect thereto (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-Q promulgated by the SEC), have been prepared in accordance with GAAP (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied on a consistent basis during the periods involved (except (i) as may be indicated in the notes thereto or (ii) as permitted by Regulation S-X) and present fairly in all material respects as of their respective dates the consolidated financial position of the Company and its Subsidiaries as at the dates thereof and the consolidated results of their operations and their consolidated cash flows for each of the respective periods, all in conformity with GAAP. Neither the Company nor any of its Subsidiaries has any liabilities of any nature (whether accrued, absolute, contingent or otherwise) that would be required under GAAP, to be reflected on a consolidated balance sheet of the Company (including the notes thereto) except liabilities (i) reflected or reserved against in the balance sheet (or the notes thereto) of the Company and its Subsidiaries as of March 31, 2021 (the “Balance Sheet Date”) included in the SEC Documents, (ii) incurred after the Balance Sheet Date in the ordinary course of business and that do not arise from any material breach of a Contract, (iii) as expressly contemplated by this Agreement or otherwise incurred in connection with the transactions contemplated hereby, (iv) that have been discharged or paid prior to the date of this Agreement or (v) as would not, individually or in the aggregate, have had or reasonably be expected to have, a Material Adverse Effect. There is no transaction, arrangement or other relationship between the Company or any of its Subsidiaries and an unconsolidated or other off-balance sheet entity that is required by applicable Law to be disclosed by the Company in its SEC Documents and is not so disclosed.

Section 2.8 Internal Control Over Financial Reporting. The Company has disclosed, based on its most recent evaluation prior to the date hereof, to the Company’s outside auditors and the Audit Committee of the Board of Directors (a) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.

Section 2.9 Disclosure Controls and Procedures. The Company has established and maintains, and at all times since April 28, 2020, has maintained, disclosure controls and procedures (as such term is defined in Rule 13a-15 and 15d-15 under the Exchange Act) that are (x) designed to provide reasonable assurance that material information relating to the Company, including its Subsidiaries, that is required to be disclosed by the Company in the reports that it furnishes or files under the Exchange Act is reported within the time periods specified in the rules and forms of the SEC and that such material information is communicated to the Company’s management to allow timely decisions regarding required disclosure and (y) sufficient to provide reasonable assurance that (a) transactions are executed in accordance with Company management’s general or specific authorization, (b) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, and to maintain accountability for assets, (c) access to assets is permitted only in accordance with Company management’s general or specific authorization and (d) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences. There are no “significant deficiencies” or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) in the design or operation of the Company’s internal controls over, and procedures relating to, financial reporting which would reasonably be expected to adversely affect in any material respect the Company’s ability to record, process, summarize and report financial data, in each case which has not been subsequently remediated. Since January 1, 2018, there has not been any fraud, whether or not material, that involves management or other employees of the Company or any of its Subsidiaries who have a significant role in the Company’s internal controls over financial reporting. As of the date of this Agreement, to the knowledge of the Company, there is no reason that its outside auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, without qualification, when next due.

Section 2.10 Litigation. There is no litigation or governmental proceeding, suit, dispute, arbitration or, to the knowledge of the Company, investigation by any Governmental Entity pending or, to the knowledge of the Company, threatened in writing, against the Company or any of its Subsidiaries or affecting any of the business, operations, properties, rights or assets of the Company or any of its Subsidiaries which would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Neither the Company nor any of its Subsidiaries is subject to or in default with respect to any order, writ, injunction, decree, ruling or decision of any court, commission, board or other government agency that is expressly applicable to the Company or any of its Subsidiaries or any of their respective assets which would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Section 2.11 Compliance with Laws; Permits. The Company and its Subsidiaries are in compliance with all applicable laws, common law, statutes, ordinances, codes, rules or regulations enacted, adopted, promulgated, or applied by any Governmental Entity, except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The Company and its Subsidiaries possess all permits, franchises, certificates, approvals, authorizations and licenses of governmental authorities that are required to conduct their business, except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Section 2.12 Taxes. The Company and each of its Subsidiaries has filed all material Tax Returns required to be filed within the applicable periods for such filings (with due regard to any extension), and paid all Taxes required to be paid, except for any such failures to file or pay that have not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Except as would not, in each case, reasonably be expected to have a Material Adverse Effect, the Company (a) has not been advised that any of its returns, federal, state or other, are being audited as of the date hereof, (b) has not been advised of any deficiency in assessment or proposed judgment to its federal, state or other taxes, which has not been paid and (c) has no liability for any Tax to be imposed upon its properties or assets as of the date of this Agreement that is not adequately provided for.

Section 2.13 Employee Benefit Plans.

(a) Except as would not have, or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (i) the Company and its Subsidiaries are in compliance with all terms of the ERISA Documents, and each such ERISA Document is in compliance with all applicable laws (including the applicable requirements of ERISA and the Code); (ii) with respect to the ERISA Documents, no audits, investigations, actions, liens, lawsuits, claims or complaints (other than routine claims for benefits, appeals of such claims and domestic relations order proceedings) are pending or, to the knowledge of the Company, threatened, and, to the knowledge of the Company, no facts or circumstances exist that would reasonably be expected to give rise to any such audits, investigations, actions, liens, lawsuits, claims or complaints, and (iii) to the knowledge of the Company, no event has occurred with respect to any ERISA Document which would reasonably be expected to result in a liability of the Company or any of its Subsidiaries to any Governmental Entity.

(b) Except as would not be expected to have a Material Adverse Effect neither the Company, its Subsidiaries, nor any other entity which, together with the Company or its Subsidiaries, would be treated as a single employer under Section 4001 of ERISA or Section 414 of the Code, has at any time during the last six (6) years maintained, sponsored or contributed to or had any liability, including withdrawal liability, with respect to any defined benefit pension plan that is subject to Title IV of ERISA or any “multiemployer plan” (as defined in Section 4001(a)(3) of ERISA).

(c) Except as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, neither the execution of, nor the completion of the transactions contemplated by, this Agreement (whether alone or in connection with any other event(s)), could result, directly or indirectly, in (i) severance pay, or an increase in severance pay upon termination of employment or service, after Closing to any current or former employee, officer, director or individual independent contractor of the Company or its Subsidiaries, (ii) any payment, compensation or benefit, or any increase in the amount of any payment, compensation or benefit, becoming due to any current or former employee, officer, director or individual independent contractor of the Company or its Subsidiaries, (iii) any acceleration of the time of payment or vesting, or result in funding, of compensation or benefits to any current or former employee, officer, director or individual independent contractor of the Company or its Subsidiaries, (iv) any new material obligation under any ERISA Document or (v) the payment of any amount or the provision of any benefit that, separately or in the aggregate, could constitute an “excess parachute payment” within the meaning of Section 280G of the Code. No ERISA Document provides for indemnification, reimbursement or gross-up of any excise tax, including under Section 409A or Section 4999 of the Code.

Section 2.14 Labor Matters.

(a) Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (i) no strike, lockout, work stoppage, slowdown or unfair labor practice charge is pending or, to the knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries, and (ii) there are no pending or, to the knowledge of the Company, threatened labor organizing activities with respect to any employees of the Company or its Subsidiaries or any representation or certification proceedings against or affecting the Company or any of its Subsidiaries. The Company and its Subsidiaries represent that they owe no notice, consent or consultation obligations to any labor union, labor organization or works council in connection with the execution of this Agreement or consummation of the transactions contemplated by this Agreement.

(b) Except as has not had, and would not reasonably be expected to have, a Material Adverse Effect, the Company and each of its Subsidiaries is in compliance with all applicable laws respecting labor, employment and employment practices, including all laws respecting terms and conditions of employment, wages and hours (including the classification of independent contractors and exempt and non-exempt U.S. employees), immigration (including the completion of Forms I-9 for all U.S. employees and the proper confirmation of employee visas), labor relations and collective bargaining, employment harassment, discrimination or retaliation, equal opportunity, plant closures and layoffs (including the Worker Adjustment and Retraining Notification Act of 1988, as amended, or any similar laws), health and safety, COVID-19, affirmative action and unemployment insurance.

(c) Except as has not had, and would not reasonably be expected to have, a Material Adverse Effect, there are no, and since January 1, 2018, there have not been any, lawsuits, charges, complaints, audits or investigations pending or, to the knowledge of the Company, threatened by or before any Governmental Entity pertaining to the labor, workforce, personnel or employment practices or actions of the Company or any of its Subsidiaries.

(d) Neither the Company nor any of its Subsidiaries is party to a settlement agreement with any employee of the Company or any of its Subsidiaries that involves material allegations of sexual harassment by any employee of Company or any of its Subsidiaries at the level of Senior Vice President or above. To the knowledge of the Company, no material allegations of sexual harassment are pending against any employee of Company or any of its Subsidiaries at the level of Senior Vice President or above.

Section 2.15 Environmental Matters. The Company and its Subsidiaries are in compliance with all, and have not violated any, applicable Requirements of Environmental Law and possess and are in compliance with all, and have not violated any, required Environmental Permits, except, in each case, where the failure to comply or possess has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The Company and its Subsidiaries have not received any written notice or claim from any Person of any violation or alleged violation of, or any liability or alleged liability under or related to, any Requirements of Environmental Law or Environmental Permit or any presence or release of any Hazardous Substance, and there is no basis for any such notice or claim, except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Neither the Company nor any of its Subsidiaries has assumed or retained, as a result of any contract, any liabilities under any Requirements of Environmental Law or concerning any Hazardous Substances, except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Section 2.16 Intellectual Property; Security. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (a) the Company and its Subsidiaries own their material proprietary Intellectual Property, free and clear of all liens, (b) the conduct of the businesses of the Company and its Subsidiaries does not infringe or violate the Intellectual Property of any Person and no Person is infringing or violating their Intellectual Property, and (c) the Company and its Subsidiaries take commercially reasonable efforts to protect the confidentiality of their trade secrets and the integrity, continuous operation and security of their Software and Systems (and the data stored or processed therein) and there have been no breaches, outages or violations of or unauthorized accesses to same (except for those that were resolved without material cost, liability or the duty to notify any Person).

Section 2.17 Registration Rights. Except as provided in this Agreement or the Registration Rights Agreement, the Company has not granted any rights to register under the Securities Act any of its presently outstanding securities or any of its securities that may be issued subsequently.

Section 2.18 Investment Company Act. The Company is not, and immediately after giving effect to the sale of the Purchased Shares in accordance with this Agreement and the application of the proceeds thereof will not be required to be registered as, an “investment company” or a company “controlled” by an “investment company,” within the meaning of the Investment Company Act.

Section 2.19 NYSE. The Company’s Common Stock is listed on the NYSE, and no event has occurred, and the Company is not aware of any event that is reasonably likely to occur, that would result in the Common Stock being delisted from the NYSE. The Company is in compliance in all material respects with the listing and listing maintenance requirements of the NYSE applicable to it for the continued trading of its Common Stock on the NYSE. Without limiting the generality of the foregoing, the consummation of the Acquisition and the transactions contemplated by this Agreement and the Viking Agreement do not require approval of the Company’s stockholders pursuant to the listing maintenance requirements of the NYSE.

Section 2.20 No Brokers or Finders. No Person has or will have, as a result of the transactions contemplated by this Agreement, any right, interest or claim against or upon the Company, any of its Subsidiaries or the Purchaser for any commission, fee or other compensation as a finder or broker because of any act of the Company or any of its Subsidiaries.

promised to pay, or authorized the payment of, directly or indirectly, anything of value, including money, loans, gifts, travel, or entertainment, to any Government Official with the purpose of (i) influencing any act or decision of such Government Official in his or her official capacity; (ii) inducing such Government Official to perform or omit to perform any activity in violation of his or her legal duties; (iii) securing any improper advantage; or (iv) inducing such Government Official to influence or affect any act or decision of such Governmental Entity in violation of the U.S. Foreign Corrupt Practices Act of 1977, as amended, the UK Bribery Act 2010, as amended, or any other applicable anti-corruption or anti-bribery law (collectively “Anti-Corruption Laws”); (b) made any illegal contribution to any political party or candidate; (c) made, offered, promised to pay, authorized or accepted any unlawful bribe, payoff, influence payment, kickback, unlawful rebate, or other similar unlawful payment of any nature, directly or indirectly, in connection with the business of the Company, to or from any person, including any supplier or customer; (d) knowingly established or maintained any unrecorded fund or asset or made any false entry on any book or record of the Company or any of its Subsidiaries for any purpose; or (e) otherwise violated any applicable Anti-Corruption Laws.

Section 2.22 Sanctions and Export Controls. Since its inception, the Company has not, and since January 1, 2015, none of its Subsidiaries or, to the knowledge of the Company, any director, officer, employee or agent of the Company or any of its Subsidiaries, (a) is or was a Sanctioned Person, (b) has conducted business, directly or indirectly, with any Sanctioned Person or in any Sanctioned Country on behalf of the Company or any of its Subsidiaries, except as authorized by the applicable government authority, or (c) has violated or engaged in any conduct prohibited under any applicable Sanctions Laws or Export Controls. The Company and each of its Subsidiaries has instituted and maintains a system of internal controls designed to provide reasonable assurance that violations of applicable Anti-Corruption Laws, Sanctions Laws, and Export Controls will be prevented, detected, and deterred.

Section 2.23 Absence of Certain Changes. (a) Since December 31, 2020, except for the execution and performance of this Agreement and any other agreements contemplated hereby and the discussions, negotiations and transactions related hereto, the business of the Company and its Subsidiaries has been carried on and conducted in all material respects in the ordinary course of business, and (b) since December 31, 2020, there has not been any Material Adverse Effect.

Section 2.24 Government Contracts. The Company and its Subsidiaries, taken as a whole, possess all necessary security clearances required to perform their material classified Government Contracts. The Company and its Subsidiaries have not previously received a rating of less than “satisfactory” from the Defense Counterintelligence and Security Agency with respect to any U.S. Government facility security clearance held by the Company or its Subsidiaries and used in connection with the performance of any material classified Government Contracts.

Section 2.25 No Anti-Takeover Provisions.

(a) Neither the Company nor any of its Subsidiaries is party to a stockholder rights plan or agreement, “poison pill” or substantially similar anti-takeover agreement or plan.

(b) The Board of Directors has taken all necessary actions, including the approval of this Agreement, the Registration Rights Agreement, the Certificate of Designation and the transactions contemplated by this Agreement, the Registration Rights Agreement and the Certificate of Designation, to ensure that the restrictions on business combinations contained in Section 203 of the General Corporation Law of the State of Delaware do not apply to this Agreement, the Registration Rights Agreement, the Certificate of Designation or any of the transactions contemplated by this Agreement, the Registration Rights Agreement and the Certificate of Designation.

(c) No other any “control share acquisition”, “fair price”, “moratorium” or similar anti-takeover provision of law applies or purports to apply to this Agreement, the Registration Rights Agreement, the Certificate of Designation or any of the transactions contemplated by this Agreement, the Registration Rights Agreement and the Certificate of Designation.

Section 2.26 No Additional Representations. Except for the representations and warranties made by the Company in this Article II and in any certificate delivered to the Purchaser in connection with this Agreement, neither the Company nor any other Person makes any express or implied representation or warranty with respect to the Company or any Subsidiaries or their respective businesses, operations, assets, liabilities, employees, employee benefit plans, conditions or prospects, and the Company hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither the Company nor any other Person makes or has made any representation or warranty to the Purchaser, or any of its Affiliates or representatives, with respect to (a) any financial projection, forecast, estimate, budget or prospect information relating to the Company or any of its Subsidiaries or their respective business, or (b) any oral or written information presented to the Purchaser or any of its Affiliates or representatives in the course of their due diligence investigation of the Company, the negotiation of this Agreement or in the course of the transactions contemplated hereby. Notwithstanding anything to the contrary herein, nothing in this Agreement shall limit the right of the Purchaser and its Affiliates to rely on the representations, warranties, covenants and agreements expressly set forth in this Agreement and in any certificate delivered to the Purchaser in connection with this Agreement, nor will anything in this Agreement operate to limit any claim by any Purchaser or any of its respective Affiliates for fraud.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

The Purchaser represents and warrants to the Company as of the date hereof and as of the Closing Date (except to the extent made only as of a specified date in which case as of such date) that:

Section 3.1 Organization and Power. The Purchaser is a Delaware limited partnership duly formed, validly existing and in good standing under the laws of the jurisdiction of its formation and has all necessary power and authority to own its properties and to carry on its business as presently conducted.

Section 3.2 Authorization, Etc. The Purchaser has all necessary power and authority and has taken all necessary entity action required for the due authorization, execution, delivery and performance by the Purchaser of this Agreement and the Registration Rights Agreement and the consummation by the Purchaser of the transactions contemplated hereby and thereby. The authorization, execution, delivery and performance by the Purchaser of this Agreement and the Registration Rights Agreement, and the consummation by the Purchaser of the transactions contemplated hereby and thereby do not and will not: (a) violate or result in the breach of any provision of the organizational documents of the Purchaser; or (b) with the exceptions that are not reasonably likely to have, individually or in the aggregate, a material adverse effect on its ability to perform its obligations under this Agreement and the Registration Rights Agreement: (i) violate any provision of, constitute a breach of, or default under, any judgment, order, writ, or decree applicable to the Purchaser or any material contract to which the Purchaser is a party; or (ii) violate any provision of, constitute a breach of, or default under, any applicable state, federal or local law, rule or regulation. This Agreement has been, and the Registration Rights Agreement will, at the Closing be party will be, duly executed and delivered by the Purchaser. Assuming due execution and delivery thereof by the other parties hereto or thereto, this Agreement and the Registration Rights Agreement will each be a valid and binding obligation of the Purchaser enforceable against the Purchaser in accordance with its terms, except as the enforceability may be limited by applicable laws relating to bankruptcy, insolvency, reorganization, moratorium or other similar legal requirement relating to or affecting creditors’ rights generally and except as the enforceability is subject to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).

Section 3.3 Government Approvals. No consent, approval, license or authorization of, or filing with, any court or Governmental Entity is or will be required on the part of the Purchaser in connection with the execution, delivery and performance by the Purchaser of this Agreement and the Registration Rights Agreement, except for: (a) those which have already been made or granted; (b) the filing with the SEC of a Schedule 13D or Schedule 13G and a Form 3 to report the Purchaser’s ownership of the Purchased Shares; (c) those where the failure to obtain such consent, approval or license would not have a material adverse effect on the ability of the Purchaser to perform its obligations hereunder; or (d) filings required under, and compliance with other applicable requirements of, the HSR Act.

Section 3.4 Investment Representations.

(a) The Purchaser is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act.

(b) The Purchaser has been advised by the Company that the Purchased Shares have not been registered under the Securities Act, that the Purchased Shares will be issued on the basis of the statutory exemption provided by Section 4(a)(2) under the Securities Act or Regulation D promulgated thereunder, or both, relating to transactions by an issuer not involving any public offering and under similar exemptions under certain state securities laws, that this transaction has not been reviewed by, passed on or submitted to any federal or state agency or self-regulatory organization where an exemption is being relied upon, and that the Company’s reliance thereon is based in part upon the representations made by the Purchaser in this Agreement and the Registration Rights Agreement. The Purchaser acknowledges that it has been informed by the Company of, or is otherwise familiar with, the nature of the limitations imposed by the Securities Act and the rules and regulations thereunder on the transfer of securities.

(c) The Purchaser is purchasing the Purchased Shares for its own account and not with a view to, or for sale in connection with, any distribution thereof in violation of federal or state securities laws.

(d) By reason of its business or financial experience, the Purchaser has the capacity to protect its own interest in connection with the transactions contemplated hereunder.

(e) The Company has provided to the Purchaser documents and information that the Purchaser has requested relating to an investment in the Company. The Purchaser recognizes that investing in the Company involves substantial risks, and has taken full cognizance of and understands all of the risk factors related to the acquisition of the Purchased Shares. The Purchaser has carefully considered and has, discussed with the Purchaser’s professional legal, tax and financial advisers the suitability of an investment in the Company, and the Purchaser has determined that the acquisition of the Purchased Shares is a suitable investment for the Purchaser. The Purchaser has not relied on the Company for any tax or legal advice in connection with the purchase of the Purchased Shares. In evaluating the suitability of an investment in the Company, the Purchaser has not relied upon any representations or other information (other than the representations and warranties of the Company set forth in Article II).

Section 3.5 No Prior Ownership. As of the date hereof and as of immediately prior to the Closing, the Purchaser does not have record or beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of any shares of the Company’s Common Stock.

Section 3.6 No Brokers or Finders. No Person has or will have, as a result of the transactions contemplated by this Agreement, any right, interest or claim against or upon the Company, any of its Subsidiaries or any Purchaser for any commission, fee or other compensation as a finder or broker because of any act by the Purchaser and for which the Company will be liable.

Section 3.7 Financing. The Purchaser has delivered to the Company true, correct, and complete copies of an executed commitment letter between Blackstone Tactical Opportunities Fund III DE L.P. and the Purchaser, dated as of the date hereof (together with all annexes, schedules and exhibits (in each case, if any) thereto, the “Equity Commitment Letter”, and the commitment thereunder, the “Equity Financing Commitment”) to provide, subject to the terms and conditions therein, cash in the aggregate amount set forth therein (the “Equity Financing”). The Equity Financing is in amounts sufficient to enable the Purchaser to perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The Equity Commitment Letter is in full force and effect and constitutes the enforceable, legal, valid and binding obligations of each of the Purchaser and the other parties thereto, except as enforceability may be limited by bankruptcy laws, other similar laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equity remedies. As of the date of this Agreement, the Equity Commitment Letter, including the Equity Financing Commitment thereunder, have not been withdrawn, terminated, amended, restated, replaced, supplemented or otherwise modified or waived and no such withdrawal, termination, amendment, restatement, replacement, supplement, modification or waiver is contemplated. There

are no side letters or other agreements, arrangements, contracts or understandings relating to the Equity Commitment Letter that could affect the availability of the Equity Financing, and the Purchaser does not know of any facts or circumstances that may be expected to result in any of the conditions set forth in any Equity Commitment Letter not being satisfied, or the Equity Financing not being available to the Purchaser, at the Closing. No event has occurred that, with or without notice, lapse of time or both, would, or would reasonably be expected to, constitute a default or breach on the part of the Purchaser, or by any other party thereto, under any term or condition of the Equity Commitment Letter, and the Purchaser has no reason to believe that it will be unable to satisfy on a timely basis any term or condition of closing to be satisfied by it contained in the Equity Commitment Letter. Except as expressly set forth in the Equity Commitment Letter, there are no conditions precedent related to the funding of the full amount of the Equity Financing Commitment. As of the date of this Agreement, the Purchaser is not aware of any fact, circumstance or occurrence that makes any representation or warranty of the Purchaser included in this Agreement or the Equity Commitment Letter inaccurate. Assuming (i) the satisfaction of the conditions in Article V hereof and (ii) the Equity Financing is funded in accordance with its conditions, upon funding of the Equity Financing Commitment, the Purchaser will have at the Closing, immediately available cash funds sufficient to fund all of the amounts required to be provided by the Purchaser for the consummation of the transactions contemplated hereby, including the payment of the Purchase Price and any other amounts required to be paid in connection with the consummation of the transactions contemplated hereby, including all related fees and expenses, and such funds are sufficient for the satisfaction of all of the Purchaser’s obligations under this Agreement, as applicable.

Section 3.8 No Additional Representations. The Purchaser acknowledges and agrees, on behalf of itself and its Affiliates, that, except for the representations and warranties contained in Article II and in any certificate delivered by the Company in connection with this Agreement, neither the Company nor any other Person, makes any express or implied representation or warranty with respect to the Company, its Subsidiaries or their respective businesses, operations, assets, liabilities, employees, employee benefit plans, conditions or prospects, and the Purchaser, on behalf of itself and its Affiliates, hereby disclaims reliance upon any such other representations or warranties. In particular, without limiting the foregoing disclaimer, the Purchaser acknowledges and agrees, on behalf of itself and its Affiliates, that neither the Company nor any other Person, makes or has made any representation or warranty with respect to, and the Purchaser, on behalf of itself and its Affiliates, hereby disclaims reliance upon (a) any financial projection, forecast, estimate, budget or prospect information relating to the Company, its Subsidiaries or their respective business, or (b) without limiting the representations and warranties made by the Company in Article II, any information presented to the Purchaser or any of its Affiliates or representatives in the course of their due diligence investigation of the Company, the negotiation of this Agreement or in the course of the transactions contemplated hereby. To the fullest extent permitted by applicable law, without limiting the representations and warranties contained in Article II, other than in the case of fraud, neither the Company nor any of its Subsidiaries shall have any liability to any Purchaser or its Affiliates or representatives on any basis (including in contract or tort, under federal or state securities laws or otherwise) based upon any other representation or warranty, either express or implied, included in any information or statements (or any omissions therefrom) provided or made available by the Company or its Subsidiaries to the Purchaser or its Affiliates or representatives in the course of their due diligence investigation of the Company, the negotiation of this Agreement or in the course of the transactions contemplated by this Agreement.

ARTICLE IV

COVENANTS OF THE PARTIES

Section 4.1 Board of Directors.

(a) From and after the Closing, for so long as the Purchaser Parties collectively own, of record or beneficially, at least 50% of the Purchased Shares (or Conversion Shares issued upon conversion thereof) issued on the Closing (such period, the “Nomination Period”), the Purchaser Parties shall have the right to nominate one natural person for election to the Board of Directors in accordance with the provisions of this Section 4.1 (the “Purchaser Nominee” and the Purchaser Nominee elected to the Board of Directors, the “Series B Director”), which initial Purchaser Nominee designated by the Purchaser Parties is David Blitzer. The Company hereby represents and warrants that immediately following the issuance of the Purchased Shares, David Blitzer shall be elected to the Board of Directors as the Series B Director to serve as a director of the Company until his successor is duly elected and qualified, subject to his earlier death, resignation, disqualification or removal.

(b) During the Nomination Period, the Company agrees to: (i) include the Purchaser Nominee as a nominee for election to the Board of Directors at any annual meeting of the stockholders of the Company held for the election of directors of the Company during the Nomination Period; (ii) include the Purchaser Nominee in the Company’s notice of annual meeting of the stockholders of the Company held for the election of directors of the during the Nomination Period (or any supplement thereto); (iii) recommend the election of the Purchaser Nominee by the stockholders of the Company at each annual meeting of the stockholders of the Company held for the election of directors of the Company during the Nomination Period; and (iv) in the event of the death, resignation, removal or disqualification of the Series B Director then serving on the Board of Directors during the Nomination Period (A) include the Purchaser Nominee as a nominee for election to the Board of Director at any special meeting of the stockholders of the Company held for the election of directors of the Company during the Nomination Period to fill such vacancy, (B) include the Purchaser Nominee in the Company’s notice of special meeting of the stockholders of the Company held for the election of directors during the Nomination Period (or any supplement thereto) to fill such vacancy, and (C) recommend the election of the Purchaser Nominee by the stockholders of the Company at any special meeting of the stockholders of the Company held for the election of directors during the Nomination Period to fill such vacancy; provided, however, that the Purchaser Nominee shall comply with the corporate governance principles and practices of the Company as in effect from time to time and applicable to directors generally, including the Company’s Corporate Governance Guidelines, the Company’s Code of Business Conduct & Ethics and the Company’s Insider Trading Policy (the “Governance Principles”); and provided further, that the Company shall not be obligated to take one or more or all of the foregoing actions if (x) the Purchaser Nominee is not approved by the Board of Directors (such approval not to be unreasonably withheld, conditioned or delayed), or (y) the Board of Directors reasonably determines that the Purchaser Nominee does not satisfy in all material respects all of the requirements of a director of the Company described in this Section 4.1

(provided that the designation of any managing directors (and more senior employees) or senior advisors of the Sponsor is deemed to be reasonable for purposes of this Section 4.1(b)). In the event that the Purchaser Parties collectively own, of record or beneficially, less than 50% of the Purchased Shares (or Conversion Shares issued upon conversion thereof) issued on the Closing, the Purchaser Parties shall take all lawful action to cause the Series B Director then serving on the Board of Directors to resign, which resignation may be conditioned on the acceptance thereof by the Board of Directors.

(c) If, following election to the Board of Directors, a Series B Director dies, resigns, is disqualified or is removed and the Purchaser Representative then has the right to nominate a Purchaser Nominee pursuant to this Section 4.1, then the Purchaser Representative shall be entitled to nominate a replacement Purchaser Nominee, and if the Board of Directors does not elect such replacement Purchaser Nominee to fill such vacancy and to be appointed to the Board of Directors, the Company shall take all of the actions described in Section 4.1(b)(iv), subject to the application of the second proviso thereof.

(d) The Series B Director shall be entitled to (i) advancement of expenses and indemnification in the same manner and to the same extent as the other non-executive members of the Board of Directors under the Company’s organizational documents, the General Corporation Law of the State of Delaware and any indemnification agreements, and (ii) unless waived by the Series B Director, cash and equity compensation in the same manner and to the same extent as other non-executive members of the Board of Directors. Any director minimum ownership requirements of the Governance Principles shall be deemed satisfied in respect of the Series B Director or Purchaser Nominee, as applicable, by the Purchased Shares, or any Conversion Shares, as applicable, held by the Purchaser Parties or one or more of their respective Affiliates. The Company acknowledges and agrees that it is the indemnitor of first resort (i.e., its obligations to the Series B Directors are primary and any obligation of the Purchaser Parties or their Affiliates to advance expenses or to provide indemnification for the same expenses or liabilities incurred by the Series B Directors are secondary).

Section 4.2 Restrictive Legends; Transfer Requirements.

(a) Restricted Securities shall not be Transferred except upon the conditions specified in this Section 4.2, which conditions are intended to ensure compliance with the provisions of the Securities Act.

(b) Each certificate representing the Purchased Shares (unless otherwise permitted by the provisions of Section 4.2(e)) shall be stamped or otherwise imprinted with a legend in substantially the following form (in addition to any legend required under applicable state securities laws):

“THIS SECURITY HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS NOT A U.S. PERSON AND IT IS ACQUIRING THIS SECURITY IN AN “OFFSHORE TRANSACTION” PURSUANT TO RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (2) AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR FOR WHICH IT HAS PURCHASED SECURITIES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) WHICH IS ONE YEAR AFTER THE LATER OF THE ORIGINAL ISSUE DATE OF SUCH SECURITIES, THE ORIGINAL ISSUE DATE OF THE ISSUANCE OF ANY ADDITIONAL SECURITIES AND THE LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF SUCH SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE ISSUER, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT IN EACH OF THE FOREGOING CASES TO ANY REQUIREMENT OF LAW THAT THE DISPOSITION OF ITS PROPERTY OR THE PROPERTY OF SUCH INVESTOR ACCOUNT OR ACCOUNTS BE AT ALL TIMES WITHIN ITS OR THEIR CONTROL AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS AND ANY APPLICABLE LOCAL LAWS AND REGULATIONS AND FURTHER SUBJECT TO THE ISSUER’S AND THE REGISTRAR’S RIGHTS PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (I) PURSUANT TO CLAUSE (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM AND (II) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.”

(c) Each certificate representing the Conversion Shares or Dividend Shares (unless otherwise permitted by the provisions of Section 4.2(e)) shall be stamped or otherwise imprinted with a legend in substantially the following form (in addition to any legend required under applicable state securities laws):

“THE OFFER AND SALE OF THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THIS SECURITY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED EXCEPT (A) PURSUANT TO A REGISTRATION STATEMENT THAT IS EFFECTIVE UNDER THE SECURITIES ACT; OR (B) PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.”

(d) The Purchaser consents to the Company making a notation on its records and giving instructions to any transfer agent of the Purchased Shares, the Conversion Shares or any Dividend Shares in order to implement the restrictions on transfer set forth in this Section 4.2.

(e) Prior to any proposed Transfer of any Restricted Securities, unless there is in effect a registration statement under the Securities Act covering the proposed Transfer, a Purchaser shall give written notice to the Company of such Purchaser’s intention to effect such Transfer. Each such notice shall be accompanied by either (i) an opinion of legal counsel reasonably satisfactory to the Company to the effect that the proposed Transfer of the Restricted Securities may be effected without registration under the Securities Act, or (ii) any other evidence reasonably satisfactory to counsel to the Company, whereupon such Purchaser shall be entitled to Transfer such Restricted Securities in accordance with the terms of the notice delivered by such Purchaser to the Company. Notwithstanding the foregoing, (i) in the event a Purchaser shall give the Company a representation letter containing such representations as the Company shall reasonably request, the Company will not require from the Purchaser such legal opinion or such other evidence (A) in a routine sales transaction in compliance with Rule 144 under the Securities Act, (B) in any transaction in which a Purchaser that is a corporation distributes Restricted Securities solely to its majority owned subsidiaries or Affiliates for no consideration or (C) in any transaction in which a Purchaser that is a partnership or limited liability company distributes Restricted Securities solely to its Affiliates (including affiliated fund partnerships), or partners or members of the Purchaser or its Affiliates for no consideration and (ii) the requirements of the preceding sentence shall not apply to (x) any pledge of Preferred Stock, Conversion Shares or Dividend Shares pursuant to a Qualifying Loan, or (y) any foreclosure upon, or acceptance of a Transfer in lieu of foreclosure, or any sale, disposition of or other Transfer of the Series B Preferred Stock, Conversion Shares (including shares of Common Stock received upon conversion or redemption of the Series B Preferred Stock following foreclosure or Transfer in lieu of foreclosure on a Qualifying Loan) or Dividend Shares (including shares of Common Stock received as payment of dividends in kind on the Series B Preferred Stock following foreclosure or Transfer in lieu of foreclosure on a Qualifying Loan) by any lender (or its securities’ affiliate) or collateral agent under a Qualifying Loan (which shall instead be governed by the terms of any applicable Issuer Agreements). Each certificate evidencing the Restricted Securities transferred shall bear the restrictive legend set forth in Section 4.2(b) above, except that such certificate shall not bear

such restrictive legend if such legend is not required in order to establish compliance with any provisions of the Securities Act. Upon the request of a Purchaser of a certificate bearing such restrictive legend and, if necessary, the appropriate evidence as required by clause (i) or (ii) above, the Company shall promptly remove such restrictive legend from such certificate and from the certificate to be issued to the applicable transferee if such legend is not required in order to establish compliance with any provisions of the Securities Act and a Purchaser promptly Transfers the Purchased Shares, Conversion Shares or Dividend Shares.

(f) Nothing contained in this Agreement or the Registration Rights Agreement shall prohibit or otherwise restrict the ability of any lender (or its securities’ affiliate) or collateral agent to foreclose upon, or accept a Transfer in lieu of foreclosure, and sell, dispose of or otherwise Transfer the Series B Preferred Stock, Conversion Shares (including shares of Common Stock received upon conversion or redemption of the Series B Preferred Stock following foreclosure or Transfer in lieu of foreclosure on a Qualifying Loan) or Dividend Shares (including shares of Common Stock received as payment of dividends in kind on the Series B Preferred Stock following foreclosure or Transfer in lieu of foreclosure on a Qualifying Loan) mortgaged, hypothecated or pledged to secure the obligations of the borrower following an event of default under a Qualifying Loan. In the event that any lender or other creditor under a Qualifying Loan transaction (including any agent or trustee on their behalf) or any Affiliate of the foregoing exercises any rights or remedies in respect of the Series B Preferred Stock, Conversion Shares, Dividend Shares or any other collateral for any Qualifying Loan, no lender, creditor, agent or trustee on their behalf or affiliate of any of the foregoing (other than, for the avoidance of doubt, a Purchaser Party or its Affiliates) shall be entitled to any rights or have any obligations or be subject to any transfer restrictions or limitations hereunder except and to the extent for those expressly provided for in the Registration Rights Agreement.

Section 4.3 Standstill. Except as otherwise provided in this Agreement or the Certificate of Designation, so long as the Purchaser Parties has the right to elect the Series B Director, without the prior written consent of the Company, they will not at any time, nor will they cause or permit any of their Affiliates to: (a) effect or seek, offer or propose (whether publicly or otherwise) to effect, or announce any intention to effect or cause or participate in or in any way assist, facilitate or encourage any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in, (i) any acquisition of any equity securities (or beneficial ownership thereof), rights or options to acquire any equity securities (or beneficial ownership thereof), or any securities convertible into or exchangeable for any such equity securities (or beneficial ownership thereof), of the Company, (ii) any tender or exchange offer, merger or other business combination involving the Company or its Subsidiaries or assets of the Company or its Subsidiaries constituting a significant portion of the consolidated assets of the Company and its Subsidiaries, or (iii) any “solicitation” of “proxies” (as such terms are used in the proxy rules of the SEC) or consents to vote any voting securities of the Company or any of its Affiliates; (b) otherwise act to seek representation on or to control or influence the management or policies of the Company or to obtain representation on the Board of Directors (beyond their right to elect the Series B Director); (c) submit any shareholder proposal to the Company; (d) publicly propose any change of control or other material transaction involving the Company; or (e) support or encourage any third party in doing any of the foregoing; it being understood that nothing in this Section 4.3 shall (w) restrict or prohibit the Series B Director from taking any action, or refraining from taking any action, which he or she determines, in his or her reasonable discretion, is necessary or

appropriate in light of his or her fiduciary duties as a member of the Board of Directors, (x) restrict or prohibit the making or submission to the Company and/or the Board of Directors any proposal by the Purchaser Parties that would not reasonably be expected to result in the Company being obligated to publicly disclose such proposal, (y) restrict or prohibit the Purchaser Parties’ acquisition, disposition, sale or Transfer of the Purchased Shares (including the Dividend Shares and any dividends payable in any other security) or Conversion Shares issuable upon conversion of the Purchased Shares, in each case, in accordance with the terms of this Agreement and the Certificate of Designation or (z) limit or restrict any Transfer pursuant to a Permitted Loan or any foreclosure thereunder or Transfer in lieu of a foreclosure thereunder.

Section 4.4 Confidentiality.

(a) The Purchaser shall keep all Confidential Information confidential and shall not, without the Company’s prior written consent, disclose any Confidential Information in any manner whatsoever, in whole or in part and the Purchaser shall not use any Confidential Information, other than in connection with the performance of its obligations hereunder or for purposes of monitoring, administering or managing the Purchaser Parties’ investment in the Company. The Purchaser may disclose the Confidential Information (i) to such of its Representatives who need to know the Confidential Information for such purpose, who are informed by the Purchaser of the confidential nature of the Confidential Information and directed to keep such Confidential Information confidential, (ii) to any prospective purchaser of Purchased Shares (and Conversion Shares and any Dividend Shares) from such Purchaser Party, or prospective purchaser of an equity interest in such Purchaser Party, or prospective financing sources in connection with effecting any Qualifying Loan (including any syndication and marketing thereof), as long as such prospective purchaser or lender enters into a customary confidentiality or non-disclosure agreement with the Company, (iii) as may be reasonably necessary in connection with such Purchaser Party’s enforcement of its rights in connection with this Agreement or its investment in the Company or (iv) to the Purchaser’s direct and indirect current and prospective limited partners who have entered into a customary confidentiality or non-disclosure agreement with Purchaser or its Affiliate. The Purchaser shall be responsible for any non-compliance with this Section 4.4 by its Representatives.

(b) In the event that the Purchaser or any of its Representatives is required or requested by applicable law (including oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or other process) to disclose any of the Confidential Information, the Purchaser will provide the Company with prompt notice (unless such notification is prohibited by applicable law and other than in connection with a routine audit or examination by, or a blanket document request from, a regulatory or Governmental Entity that does not reference the Company or this Agreement) so that the Company may seek a protective order or other appropriate remedy or waive compliance with the provisions of this Section 4.4. In the event that such a protective order or other remedy is not obtained, that no such notice is required to be provided to the Company or that the Company waives compliance with the provisions of this Section 4.4, the Purchaser may disclose such Confidential Information without liability hereunder. The confidentiality letter agreement, dated July 14, 2021, by and between The Blackstone Group International Partners LLP and the Company (the “Confidentiality Agreement”) shall terminate simultaneously with the Closing.

Section 4.5 Information Rights.

(a) For so long as the Purchaser Parties have the right, pursuant to Section 4.1, to nominate the Purchaser Nominee for election to the Board of Directors, the Company shall deliver to the Purchaser Parties through the Series B Director copies of all material substantive materials provided to (i) the Board of Directors or any committee thereof at substantially the same time as provided to the directors of the Company or to the directors of the Company serving on such committee, as applicable and (ii) the Company’s senior lenders at substantially the same time as provided to the Company’s senior lenders; provided that each of the Purchaser Parties may elect, from time and time and in its sole discretion, not to receive copies of any or all of such materials.

(b) During the period from the date hereof through the Closing, subject to Purchaser’s obligations under the Confidentiality Agreement, the Company shall, and shall cause its Subsidiaries to, furnish to Purchaser or such authorized representatives such additional information concerning the Company and its Subsidiaries (including any businesses to be acquired by the Company or its Subsidiaries) as shall be reasonably requested, in each case solely for purposes of enabling Purchaser to prepare and finalize its required Antitrust Approval, direct foreign investment or other required regulatory filings with respect to the transactions contemplated by the Agreement; provided, however, that the Company shall not be required to violate any obligation of confidentiality, order or applicable law to which it or its Subsidiaries is subject or to waive any privilege which any of them may possess in discharging its obligations pursuant to this Section 4.5(b) (but in such event the Company shall use commercially reasonable efforts to cooperate with the Purchaser to seek an appropriate remedy to provide the required information).

Section 4.6 Filings; Other Actions.

undertakings, the Purchaser, on the one hand, and the Company, on the other hand, will cooperate and consult with the other and use reasonable best efforts to prepare and file all necessary documentation, to effect all necessary applications, notices, petitions, filings and other documents, and to obtain all necessary permits, consents, orders, approvals and authorizations of, or any exemption by, all third parties and Governmental Entities, necessary or advisable to consummate the transactions contemplated by this Agreement, including obtaining the Antitrust Approval. The Purchaser and the Company shall execute and deliver both before and after the Closing such further certificates, agreements and other documents and take such other actions as the other party may reasonably request to consummate or implement such transactions or to evidence such events or matters.

(b) The Purchaser and the Company will have the right to review in advance, and to the extent practicable, each will consult with the other, in each case, subject to applicable laws relating to the exchange of information, all the material information required for or which appears in any application or other filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement, including obtaining the Antitrust Approval. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each party hereto agrees to keep the other party apprised of the status of matters referred to in this Section 4.6, and shall promptly notify the other party of any communication received by such party from, or given by such party to, any U.S. or foreign Governmental Entity and of any communication received or given in connection with any proceeding by a private party, in each case in respect of the transactions contemplated by this Agreement, including obtaining the Antitrust Approval. The Purchaser shall promptly furnish the Company, and the Company shall promptly furnish each Purchaser, to the extent permitted by law, with copies of written communications received by it or its Subsidiaries from any Governmental Entity in respect of the transactions contemplated by this Agreement, including obtaining the Antitrust Approval; provided, further, that materials may be redacted (x) to remove references concerning the valuation of the Company, (y) as necessary to comply with contractual arrangements, and (z) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns, to the extent that that such attorney-client or other privilege or confidentiality concerns are not governed by a common interest privilege or doctrine. Neither the Purchaser nor the Company shall participate in any substantive meeting with any Governmental Entity in respect of the transactions contemplated by this Agreement, including obtaining the Antitrust Approval unless it consults with the other party in advance and, to the extent not prohibited by such Governmental Entity, gives the other party the opportunity to attend and participate therein or thereat.

Section 4.7 Antitakeover Provisions. If, after the execution and delivery of this Agreement, any Antitakeover Provision shall apply or purport to apply to this Agreement, the Registration Rights Agreement, the Certificate of Designation or any of the transactions contemplated by this Agreement, the Registration Rights Agreement or the Certificate of Designation, the Board of Directors shall, to the fullest extent permitted by applicable law, take all actions necessary so that such transactions may be consummated as promptly as practicable on the terms required by, or provided for, in this Agreement, the Registration Rights Agreement and the Certificate of Designation, and otherwise to take all such other actions as are reasonably necessary to eliminate or minimize to the greatest extent possible the effects of any such Antitakeover Provision thereupon or upon the transactions contemplated thereby.

Section 4.8 Tax Matters.

(a) USRPHC Status. As of the Closing Date, the Company is not, and never has been, a U.S. real property holding corporation within the meaning of Section 897(c)(2) of the Code (a “USRPHC”). The Company shall notify Purchaser promptly following any “determination date” (as defined in Treasury Regulation Section 1.897-2(c)(1)) or otherwise within five (5) business days of becoming aware that the Company is, or is reasonably likely to be, a USRPHC. At the Purchaser’s request from time to time while the Purchaser owns an equity interest in the Company, the Company shall use commercially reasonable efforts to determine as promptly as practicable whether it is a USRPHC and shall promptly notify the Purchaser in writing of its determination of its status as a USRPHC (and if in connection with a sale, shall, to the extent the Company determines that equity interests in the Company are not United States real property interests under Code Section 897, promptly provide to the Purchaser a statement in accordance with Treasury Regulations Section 1.897-2(h)(1) where it determines the interest being sold is not a United States real property interest within the meaning of Section 897 of the Code).

(b) Tax Treatment. The Company and the Purchaser acknowledge and agree not to treat the Series B Preferred Stock as “preferred stock” within the meaning of Section 305 of the Code and Treasury Regulation Section 1.305-5 for U.S. federal income Tax and withholding Tax purposes, and neither the Company nor the Purchaser shall take any position with respect to the Series B Preferred Stock for U.S. federal income Tax and withholding Tax purposes that is inconsistent with such treatment.

(c) Dividends. The Company and the Purchaser hereby agree that neither Purchaser nor any of its Affiliates shall be required to include in income any dividend income for U.S. federal income Tax purposes by reason of the application of Section 305 of the Code to the Series B Preferred Stock except to the extent of the amount of any dividends on the Series B Preferred Stock that are declared and paid in cash. The Company and Purchaser agree to take no positions or actions inconsistent with such intended treatment (including on any IRS Form 1099), unless otherwise required by a change in applicable law after the date hereof or pursuant to a “determination” within the meaning of Section 1313(a) of the Code.

(d) Redemptions. The Company shall use commercially reasonable efforts to cooperate with the Purchaser to structure any redemption or repurchase of Series B Preferred Stock permitted under this Certificate of Designation to be treated as a payment in exchange for stock pursuant to Section 302 of the Code.

(e) Liquidations, etc. For so long as Purchaser owns equity or securities convertible into equity in the Company, the Company shall not be liquidated, merged, or converted into a limited liability company, or otherwise enter into a transaction, in each case if the Company ceases to exist as an entity treated as a corporation for U.S. federal income Tax purposes (and state and local Tax purposes, where applicable), without Purchaser’s prior written approval.

(f) Transfer Taxes. The Company will pay any and all transfer, documentary, sales, use, registration and other similar Taxes incurred in connection with this Agreement and the issuance and purchase of Purchased Shares.

(g) Form W-9. At the Closing, the Purchaser shall deliver to the Company a duly executed, valid, accurate and properly completed Internal Revenue Service (“IRS”) Form W-9 certifying that the Purchaser is a U.S. person and with the effect that the Company can make dividend payments to the Purchaser (or its nominee) without deduction or withholding for any U.S. federal withholding taxes. The Purchaser agrees that if the information provided on any IRS Form W-9 previously delivered by the Purchaser changes, or if a lapse in time or change in circumstances renders the information on such IRS Form W-9 obsolete, expired or inaccurate in any material respect, the Purchaser shall promptly inform the Company and deliver promptly an updated IRS Form W-9.

(h) Withholding. The Company shall withhold such amounts as it is required to withhold pursuant to applicable law with respect to distributions or payments relating to the Series B Preferred Stock, and amounts so withheld in accordance with this Section 4.8(h) shall be treated as having been paid to the party with respect to which such withholding is made. The Company shall remit and pay the amounts so withheld to the applicable governmental authorities in accordance with applicable law. If the Company determines that any amounts are so required to be deducted and withheld from any such payment made to a holder of Series B Preferred Stock, at least five (5) Business Days prior to the date the applicable payment is scheduled to be made, the Company shall provide such holder of Series B Preferred Stock with (i) written notice of such intent to deduct and withhold, which notice shall include the basis for the withholding and an estimate of the amount proposed to be deducted and withheld, and (ii) a reasonable opportunity to provide forms or other evidence that would exempt such amounts from withholding, and the Company shall reasonably cooperate with the holder of the Series B Preferred Stock to reduce or eliminate amounts required to be withheld in accordance with applicable law.

Section 4.9 NYSE Listing. Prior to the Closing, the Company shall apply to cause the Conversion Shares and any Dividend Shares to be approved for listing on the NYSE, subject to official notice of issuance. The Company shall use its reasonable best efforts to maintain the listing of all of the Conversion Shares and any Dividend Shares upon each national securities exchange and automated quotation system, if any, upon which shares of Common Stock are then listed (subject to official notice of issuance) and shall maintain, so long as any other shares of Common Stock shall be so listed, such listing of the Conversion Shares and any Dividend Shares. In accordance with the Certificate of Designation, the Company shall cause a number of shares of Common Stock equal to the total number of Conversion Shares to be authorized, reserved, and kept available at all times, free and clear of preemptive rights and all liens, to allow for full conversion of the Series B Preferred Stock in accordance with the terms thereof. From time to time following the Closing Date, the Company shall cause the number of shares of Common Stock issuable upon conversion or redemption of the then outstanding shares of Series B Preferred Stock, and any shares of Common Stock to be issued as payment of dividends in kind on the then outstanding shares of Series B Preferred Stock, to be approved for listing on the NYSE. The Company shall pay all fees and expenses in connection with satisfying the obligations under this Section 4.9.

Section 4.10 State Securities Laws. The Company shall use its reasonable best efforts to (a) obtain all necessary permits and qualifications, if any, or secure an exemption therefrom, required by any state or country prior to the offer and sale of Common Stock or Series B Preferred Stock and (b) cause such authorization, approval, permit or qualification to be effective as of the Closing and as of any conversion of Series B Preferred Stock.

Section 4.11 Section 16 Matters. If the Company becomes a party to a consolidation, merger or other similar transaction or otherwise or if there is any event or circumstance that may result in the Purchaser and each transferee of the Purchaser to whom shares of Series B Preferred Stock, Conversion Shares or Dividend Shares are transferred (the “Purchaser Parties”), their respective Affiliates or the Series B Director being deemed to have made a disposition or acquisition of the Series B Preferred Stock, Conversion Shares or Dividend Shares for purposes of Section 16 of the Exchange Act, and if the Series B Director is serving on the Board of Directors at such time or has served on the Board of Directors during the preceding six (6) months (a) the Board of Directors or a committee thereof composed solely of two or more “non-employee directors” as defined in Rule 16b-3 of the Exchange Act will pre-approve such acquisition or disposition of the Series B Preferred Stock, Conversion Shares or Dividend Shares for the express purpose of exempting the Purchaser Parties’, their respective Affiliates’ and the Series B Director’s interests (for the Purchaser Parties or their respective Affiliates, to the extent such persons may be deemed to be “directors by deputization”) in such transaction from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder and (b) if the transaction involves (i) a merger or consolidation to which the Company is a party and the Common Stock is, in whole or in part, converted into or exchanged for equity securities of a different issuer, (ii) a potential acquisition or deemed acquisition, or disposition or deemed disposition, by the Purchaser Parties, their respective Affiliates, or the Series B Director of equity securities of such other issuer or derivatives thereof and (iii) an Affiliate or other designee of the Purchaser Parties or their respective Affiliates will serve on the board of directors (or its equivalent) of such other issuer pursuant to the terms of an agreement to which the Company is a party (or if the Purchaser Parties notify the Company of such service a reasonable time in advance of the closing of such transactions), then if the Company requires that the other issuer pre-approve any acquisition of equity securities or derivatives thereof for the express purpose of exempting the interests of any director or officer of the Company or any of its subsidiaries in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder, the Company shall require that such other issuer pre-approve any such acquisitions of equity securities or derivatives thereof for the express purpose of exempting the interests of the Purchaser Parties’, their respective Affiliates’ and the Series B Director (for the Purchaser Parties or their respective Affiliates, to the extent such persons may be deemed to be “directors by deputization” of such other issuer) in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder.

Section 4.12 Negative Covenants Except as contemplated by the Carrier Purchase Agreement, from the date of this Agreement through the Closing, the Company and its Subsidiaries shall use their reasonable best efforts to operate their businesses in the ordinary course, and, without the prior written consent of the Purchaser Parties (which consent shall not be unreasonably withheld, conditioned or delayed), the Company shall not and shall cause its Subsidiaries not to:

(a) take any action that would require the consent of the Holders (as defined in the Certificate of Designation) pursuant to Section 10(b)(i) of the Certificate of Designation;

(b) redeem, purchase, repurchase or otherwise acquire any of its outstanding shares of capital stock or other equity or voting interests, or any rights, warrants or options to acquire any shares of its capital stock or other equity or voting interests, except in the ordinary course of business pursuant to the terms of the Stock Plans or ERISA Documents;

(c) establish a record date for, declare, set aside for payment or pay any dividend on, or make any other distribution in respect of, any shares of its capital stock or other equity or voting interests; provided, however that nothing in this Section 4.12(c) shall prohibit establishing a record date for, declaring, setting aside for payment or paying the Annual Dividend Amount (as defined in the Certificate of Incorporation) on any shares of its Series A Preferred Stock in accordance with the terms of the Certificate of Incorporation;

(d) split, combine, subdivide, recapitalize, reclassify or make like change to any shares of its capital stock or other equity or voting interests;

(e) amend, supplement or otherwise change, or waive any provision of, the Certificate of Incorporation or Bylaws (except as and to the extent contemplated by Section 2.25(b)) or take or authorize any action to wind up its affairs or dissolve;

(f) issue capital stock of the Company that would cause require the Company to obtain approval of its stockholders under the continued listing requirements of the NYSE;

(g) make any material change in the Company’s or its Subsidiaries’ financial accounting principles, except as required by changes in GAAP (or any interpretation thereof) or in applicable law; or

(h) agree, authorize or commit to do any of the foregoing.

Section 4.13 Sponsor.

(a) Notwithstanding anything to the contrary set forth in this Agreement, none of the terms or provisions of this Agreement shall in any way limit the activities of The Blackstone Group Inc. (the “Sponsor”) or any of its Affiliates (collectively, the “Sponsor Group”), other than the Purchaser Parties, in their businesses distinct from the corporate private equity business of Sponsor (the “Excluded Sponsor Parties”), so long as (i) no such Excluded Sponsor Party or any of its Representatives is acting on behalf of or at the direction of any Purchaser Party with respect to any matter that otherwise would violate any term or provision of this Agreement and (ii) no Confidential Information is made directly available to any Excluded Sponsor Party or any of its Representatives who are not involved in the corporate private equity business of Sponsor by or on behalf of any Purchaser Party or any of their Representatives, except with respect to any such Representative who is (x) compliance personnel for compliance purposes and (y) non-compliance personnel of Sponsor who are directors or officers of, or function in a similar oversight role at, such Affiliate as long as Confidential Information is not otherwise disclosed to such Affiliate.

(b) The Purchaser Parties and the Company hereby agree, notwithstanding anything to the contrary in any other agreement or at law or in equity, that, to the maximum extent permitted by law, when the Purchaser Parties take any action under this Agreement to give or withhold their consent, the Purchaser Parties shall have no duty (fiduciary or other) to consider the interests of the Company or the other stockholders of the Company and may act exclusively in their own interest; provided, however, that the foregoing shall in no way affect the obligations of the parties hereto to comply with the provisions of this Agreement. For the avoidance of doubt, the foregoing sentence shall not limit or otherwise affect the fiduciary duties of the Series B Director.

(c) The Purchaser Parties and the Company hereby agree and acknowledge that, subject to applicable law, the Series B Director may share Confidential Information with the Purchaser Parties.

Section 4.14 Use of Proceeds. The Company shall use the proceeds from the issuance and sale of the Purchased Shares in connection with the acquisition contemplated by the Carrier Purchase Agreement and for general corporate purposes.

Section 4.15 Corporate Actions.

(a) If any occurrence since the date of this Agreement until the Closing would have resulted in an adjustment to the Conversion Price (as defined in the Certificate of Designation) pursuant to the Certificate of Designation if the Series B Preferred Stock had been issued and outstanding since the date of this Agreement, the Company shall adjust the Conversion Price, effective as of the Closing, in the same manner as would have been required by the Certificate of Designation if the Series B Preferred Stock had been issued and outstanding since the date of this Agreement.

(b) The Company shall not adopt, approve or agree to adopt a stockholder rights agreement, “poison pill” or similar anti-takeover agreement or plan that is applicable to the Purchaser Parties unless the Company has excluded the Purchaser Parties from the definition of “acquiring person” (or such similar term) as such term is defined in such anti-takeover agreement.

materially delay the Closing or make the Closing unlikely to occur. The Company will deliver or otherwise make available to the Purchaser (A) copies of the executed Carrier Purchase Agreement (including any amendments, modifications, waivers or other changes thereto), (B) financial statements for the business being acquired and (C) any other information or diligence documents that the Purchaser reasonably requests. The Company shall make its and its Subsidiaries’ relevant personnel and Representatives involved in the Acquisition available to the Purchaser and their Representatives upon reasonable request and during normal business hours to discuss the Acquisition.

Section 4.17 Corporate Opportunities. In recognition and anticipation that (1) certain directors, principals, officers, employees or other representatives of the Purchaser Parties and their Affiliates may serve as directors, officers or agents of the Company, (2) the Purchaser Parties and their Affiliates may now engage and may continue to engage in the same or similar activities or related lines of business as those in which the Company, directly or indirectly, may engage or other business activities that overlap with or compete with those in which the Company, directly or indirectly, may engage or proposes to engage, and (3) members of the Board of Directors who are not employees of the Company or its subsidiaries (the “Non-Employee Directors”) and their respective Affiliates may now engage and may continue to engage in the same or similar activities or related lines of business as those in which the Company, directly or indirectly, may engage or other business activities that overlap with or compete with those in which the Company, directly or indirectly, may engage or proposes to engage, the provisions of this Section 4.17 are set forth to regulate and define the conduct of certain affairs of the Company with respect to certain classes or categories of business opportunities as they may involve the Purchaser Parties, the Non-Employee Directors or their respective Affiliates, as applicable, and the powers, rights, duties and liabilities of the Company and its directors, officers and stockholders in connection therewith. None of (1) the Purchaser Parties or any of their Affiliates, or (2) any Non-Employee Director or his or her Affiliates (the Persons (as defined below) identified in (1) and (2) above being referred to, collectively, as “Identified Persons” and, individually, as an “Identified Person”) shall, to the fullest extent permitted by law, have any duty to refrain from, directly or indirectly, (A) engaging in the same or similar business activities or lines of business in which the Company or any of its Affiliates now engages or proposes to engage or (B) otherwise competing with the Company or any of its Affiliates, and, to the fullest extent permitted by law, no Identified Person shall be liable to the Company or its stockholders or to any Affiliate of the Company for breach of any fiduciary duty solely by reason of the fact that such Identified Person engages in any such activities. To the fullest extent permitted by law, the Company hereby renounces any interest or expectancy in, or right to be offered an opportunity to participate in, any business opportunity that may be a corporate opportunity for an Identified Person and the Company or any of its Affiliates. Subject to the following sentence, in the event that any Identified Person acquires knowledge of a potential transaction or other business opportunity that may be a corporate opportunity for itself, herself or himself and the Company or any of its Affiliates, such Identified Person shall, to the fullest extent permitted by law, have no duty to communicate or offer such transaction or other business opportunity to the Company or any of its Affiliates and, to the fullest extent permitted by law, shall not be liable to the Company or its stockholders or to any Affiliate of the Company for breach of any fiduciary duty as a stockholder, director or officer of the Company solely by reason of the fact that such Identified Person pursues or acquires such corporate opportunity for itself, herself or himself, or offers or directs such corporate opportunity to another Person or does not communicate information regarding such corporate opportunity to

the Company. Notwithstanding the foregoing, the Company does not renounce its interest in any corporate opportunity offered to any Non-Employee Director (including any Non-Employee Director who serves as an officer of this Company) if such opportunity is offered to such person solely in his or her capacity as a director or officer of the Company, and this section shall not apply to any such corporate opportunity. In addition to and notwithstanding the foregoing provisions of this Agreement or anything to the contrary in the Certificate of Designation, to the fullest extent permitted by law, a potential corporate opportunity shall not be deemed to be a corporate opportunity for the Company if it is a business opportunity that (1) the Company is neither financially or legally able, nor contractually permitted to undertake, (2) from its nature, is not in the line of the Company’s business or is of no practical advantage to the Company, or (3) is one in which the Company has no interest or reasonable expectancy. To the fullest extent permitted by law, any Person purchasing or otherwise acquiring or holding any interest in any shares of capital stock of the Company shall be deemed to have notice of and to have consented to the provisions of this Section 4.17.

Section 4.18 Financing Cooperation. If requested by the Purchaser Parties, the Company will provide the following cooperation in connection with the Purchaser Parties obtaining any Qualifying Loan following the Closing: (i) using good faith and commercially reasonable efforts to enter into an issuer agreement (an “Issuer Agreement”) with each lender in customary form in connection with such transactions (which agreement may include, without limitation, agreements and obligations of the Company relating to procedures and specified time periods for effecting Transfers or conversions upon foreclosure, agreements to not intentionally hinder or delay exercises of remedies on foreclosure, acknowledgments regarding corporate policy, if applicable, and certain acknowledgments regarding securities law status of the pledge arrangements) and subject to the consent of the Company (which will not be unreasonably withheld or delayed), with such changes thereto as are requested by such lender and customary for similar financings, (ii) using commercially reasonable efforts to (A) remove any restrictive legends on certificates representing pledged Series B Preferred Stock, Conversion Shares or Dividend Shares and depositing such pledged Series B Preferred Stock, Conversion Shares or Dividend Shares in book entry form on the books of The Depository Trust Company, when eligible to do so (for the avoidance of doubt, shares of Common Stock will not be considered so eligible prior to the date the lender has a valid one year “holding period” (as defined in Rule 144) in such shares of Common Stock), (B) without limiting the generality of clause (A), if such Series B Preferred Stock is eligible for resale under Rule 144A, depositing such pledged Series B Preferred Stock in book entry form on the books of The Depository Trust Company or other depository with customary Rule 144A restrictive legends in lieu of the legends specified in Section 4.2 above, (iii) if so requested by such lender or counterparty, as applicable and (C) causing the Company’s transfer agent to transfer Series B Preferred Stock, Conversion Shares or Dividend Shares, as applicable, in connection with any such Transfer, (x) re-issuing the pledged Series B Preferred Stock, Conversion Shares or Dividend Shares in certificated form in the name of a Purchaser Party or its Affiliates or (y) re-registering the pledged Series B Preferred Stock, Conversion Shares or Dividend Shares in certificated form or in book-entry form, as so requested, in the name of the relevant lender, counterparty, custodian or similar party to a Qualifying Loan, with respect to Qualifying Loans solely as securities intermediary and only to the extent a Purchaser Party or its Affiliates continues to beneficially own such pledged Series B Preferred Stock, Conversion Shares or Dividend Shares, (iv) entering into customary triparty agreements with each lender and the Purchaser Parties relating to the delivery of the Series B Preferred Stock, Conversion Shares or

Dividend Shares to the relevant lender for crediting to the relevant collateral accounts upon funding of the loan and payment of the purchase price including a right for such lender as a third party beneficiary of the Company’s obligations hereunder to issue the Series B Preferred Stock, Conversion Shares or Dividend Shares upon payment of the purchase price therefor in accordance with the terms of this Agreement and (v) such other cooperation and assistance as the Purchaser Parties may reasonably request that will not unreasonably disrupt the operation of the Company’s business, in the cases of clauses (ii) and (iii), subject to receipt of customary legal opinions and certificates and the satisfaction of any relevant requirements of the Company’s transfer agent. Notwithstanding anything to the contrary in the preceding sentence, the Company’s obligation to deliver an Issuer Agreement is conditioned on (i) the relevant Purchaser Party certifying to the Company in writing that (A) the loan agreement with respect to which the Issuer Agreement is being delivered constitutes a Qualifying Loan being entered into in accordance with this Agreement, such Purchaser Party has pledged Common Stock or the Series B Preferred Stock or the underlying shares of Common Stock as collateral to the lenders under such Qualifying Loan and that the execution of such Qualifying Loan and the terms thereof do not violate the terms of this Agreement, (B) to the extent applicable, whether the registration rights under the Registration Rights Agreement are being assigned to the lenders under that Qualifying Loan and (C) such Purchaser Party acknowledges and agrees that the Company will be relying on such certificate when entering into the Issuer Agreement and any inaccuracy in such certificate will be deemed a breach of this Agreement and (ii) the Issuer Agreement containing customary representations, warranties and covenants for the benefit of the Company from the relevant Purchaser Party and the lender reasonably satisfactory to the Company; provided, that the Company shall, and shall cause its Affiliates and its and their respective Representatives to, keep confidential the terms and the existence of any such loan agreement and related documents in connection with a Qualifying Loan (and any amendments or supplements thereto), other than in the case that the Company, any of its Affiliates or any of its or their respective Representatives are requested or required by applicable law, regulation, judgment, stock exchange rule or other applicable judicial or governmental process (including by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process) to disclose such information, in each of which instances the Company, its Affiliates and its and their respective Representatives, as the case may be, shall, to the extent legally permitted, provide notice to the Purchaser Parties sufficiently in advance of any such disclosure so that the Purchaser Parties will have a reasonable opportunity to timely seek to limit, condition or quash such disclosure (in which case the Company shall use reasonable efforts to assist the Purchaser Parties in this respect). The Purchaser Parties acknowledge and agree that the statements and agreements of the Company in an Issuer Agreement are solely for the benefit of the applicable lenders party thereto and that in any dispute between the Company and the Purchaser Parties under this Agreement the Purchaser Parties shall not be entitled to use the statements and agreements of the Company in an Issuer Agreement against the Company.

ARTICLE V

CONDITIONS TO THE PARTIES’ OBLIGATIONS

Section 5.1 Conditions of the Purchaser. The obligations of the Purchaser to consummate the transactions contemplated hereby to be consummated at the Closing are subject to the satisfaction or written waiver (to the extent any such waiver is permitted by applicable law) by the Purchaser, on or prior to the Closing Date, of each of the following conditions precedent:

(a) Representations and Warranties. (i) Each of the representations and warranties of the Company contained in Article II of this Agreement (other than Sections 2.1 (Organization and Power), 2.2(a) (Authorization), 2.4(a) and (b) (Authorized and Outstanding Stock), 2.6 (Private Placement), 2.19 (NYSE Listing), 2.20 (No Brokers or Finders), 2.23(b) (Absence of Certain Changes) and 2.25 (No Rights Agreement; Anti-Takeover Provisions) of this Agreement) shall be true and correct on and as of the date hereof and on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of the Closing Date, except for representations and warranties that speak as of a specific date or time other than the Closing Date (which need only be true and correct as of such date or time), except where the failure of such representations and warranties to be so true and correct, without giving effect to any qualification or limitation as to “materiality,” “Material Adverse Effect” or similar qualifier set forth therein, has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (ii) each of the representations and warranties of the Company contained in Sections 2.1 (Organization and Power), 2.2(a) (Authorization), 2.4(a) and (b) (Authorized and Outstanding Stock), 2.6 (Private Placement), 2.19 (NYSE Listing), 2.20 (No Brokers or Finders) and 2.25 (No Rights Agreement; Anti-Takeover Provisions) of this Agreement shall be true and correct in all material respects on and as of the date hereof and on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of the Closing Date, except for representations and warranties that speak as of a specific date or time other than the Closing Date (which need only be true and correct in all material respects as of such date or time) and (iii) the representations and warranties of the Company contained in Section 2.23(b) (Absence of Certain Changes) of this Agreement shall be true and correct on and as of the date hereof and on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of the Closing Date.

(b) Covenants. The Company shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by it at or prior to the Closing.

(c) Certificate of Designation. The Certificate of Designation shall have been duly filed with the Secretary of State of the State of Delaware and a certified copy shall have been delivered to the Purchaser.

(d) Carrier Purchase Agreement. The Acquisition shall have been consummated or shall be consummated substantially simultaneously with the Closing on the terms and conditions contemplated by the Carrier Purchase Agreement (subject to any amendments, supplements, waivers or other modifications but only to the extent permitted by Section 4.16 or otherwise consented to in writing by the Purchaser).

(e) Officer’s Certificate. The Purchaser shall have received a certificate signed on behalf of the Company by a duly authorized officer certifying to the effect that the conditions set forth in Section 5.1(a), (b) and (d) have been satisfied.

(f) No Order. There shall be no injunction, order or decree of any nature of any Governmental Entity in effect that restrains, prohibits or makes illegal the consummation of the transactions contemplated hereby.

(g) HSR Act. Any applicable waiting periods shall have expired or been terminated, and any approvals required shall have been obtained, in each case relating to the consummation of the transactions contemplated hereby under the HSR Act.

(h) Registration Rights Agreement. The Purchaser (or at Purchaser’s election, any Purchaser Party) shall have received a duly executed Registration Rights Agreement, in the form of Exhibit C hereto.

(i) VCOC Letter Agreement. The Purchaser (or at Purchaser’s election, any Purchaser Party) shall have received a duly executed VCOC Letter Agreement, in the form of Exhibit D hereto.

Section 5.2 Conditions of the Company. The obligations of the Company to consummate the transactions contemplated hereby are subject to the satisfaction or written waiver (to the extent any such waiver is permitted by applicable law) by the Purchaser, on or prior to the Closing Date, of each of the following conditions precedent:

(a) Representations and Warranties; Performance. (i) Each of the representations and warranties of the Purchaser contained in Article III of this Agreement (other than Sections 3.1 (Organization and Power) and 3.2 (Authorization, Etc.)) shall be true and correct on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of the Closing Date, except for representations and warranties that speak as of a specific date or time other than the Closing Date (which need only be true and correct as of such date or time), except where the failure of such representations and warranties to be so true and correct, without giving effect to any qualification or limitation as to “materiality,” “material adverse effect” or similar qualifier set forth therein, has not had, and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the Purchaser’s ability to consummate the transactions under this Agreement and the Registration Rights Agreement and (ii) each of the representations and warranties of the Purchaser contained in Sections 3.1 (Organization and Power) and 3.2 (Authorization, Etc.)) of this Agreement shall be true and correct in all material respects on and as of the date hereof and on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of the Closing Date, except for representations and warranties that speak as of a specific date or time other than the Closing Date (which need only be true and correct as of such date or time).

(b) Covenants. The Purchaser shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by the Purchaser at or prior to the Closing.

(c) Consideration for the Securities. The Purchaser shall have paid the purchase price of the Purchased Shares to be purchased by such Purchaser in full at the Closing by wire transfer of immediately available funds to an account designated in writing by the Company.

(d) Certificate of Designation. The Certificate of Designation shall have been duly filed with the Secretary of State of the State of Delaware.

(e) Carrier Purchase Agreement. The Acquisition shall have been consummated or shall be consummated substantially simultaneously with the Closing on the terms and conditions contemplated by the Carrier Purchase Agreement (subject to any amendments, supplements, waivers or other modifications but only to the extent permitted by Section 4.16 or otherwise consented to in writing by the Purchaser).

(f) Officer’s Certificate. The Company shall have received a certificate signed on behalf of the Purchaser by a duly authorized officer certifying to the effect that the conditions set forth in Sections 5.2(a) and (b) have been satisfied.

(g) No Order. There shall be no injunction, order or decree of any nature of any Governmental Entity in effect that restrains, prohibits or makes illegal the consummation of the transactions contemplated hereby.

(h) HSR Act. Any applicable waiting periods shall have expired or been terminated, and any approvals required shall have been obtained, in each case relating to the consummation of the transactions contemplated hereby under the HSR Act.

ARTICLE VI

PREEMPTIVE RIGHTS

Section 6.1 Generally. So long as the Purchaser owns beneficially and of record at least 50% of the Purchased Shares, if the Company makes any non-public offering of any capital stock of, other equity or voting interests in, or equity-linked securities of, the Company or any securities that are convertible or exchangeable into (or exercisable for) capital stock of, other equity or voting interests in, or equity-linked securities of, the Company (collectively “Preemptive Securities”), including, for the purposes of this Article VI, warrants, options or other such rights (any such security, a “New Security”) (other than (1) issuances of any securities to directors, officers, employees, consultants or other agents of the Company, (2) issuances of any securities pursuant to an employee stock option plan, management incentive plan, restricted stock plan, stock purchase plan or stock ownership plan or similar benefit plan, program or agreement, (3) issuances made as consideration for any acquisition (by sale, merger in which the Company is the surviving corporation, or otherwise) by the Company of equity in, or assets of, another Person, business unit, division or business, (4) issuances of any securities issued as a result of a stock split, stock dividend (including for the avoidance of doubt any dividend paid on the Company’s Series A Preferred Stock or Series B Preferred Stock), spin-off, reclassification or reorganization or similar event, (5) securities issued pursuant to the conversion, exercise or exchange of Series B Preferred Stock issued to the Purchaser and (6) shares of a Subsidiary of the Company issued to the Company or a wholly owned Subsidiary of the Company), the Purchaser shall be afforded the opportunity to acquire from the Company its Preemptive Rights Portion of such New Securities for the same price and on the same terms as that offered to the other purchasers of such New Securities; provided, that the Purchaser shall not be entitled to acquire any New Securities pursuant to this Article VI to

the extent the issuance of such New Securities to the Purchaser would require approval of the stockholders of the Company as a result of the Purchaser status, if applicable, as an Affiliate of the Company or pursuant to the rules and listing standards of NYSE until the Company obtains such approval, and the Company shall use reasonable best efforts to obtain such approval as promptly as practicable.

Section 6.2 Calculation of Preemptive Rights Portion. Subject to the foregoing proviso in Section 6.1, the amount of New Securities that each Purchaser shall be entitled to purchase in the aggregate shall be determined by multiplying (1) the total number of such offered shares of New Securities by (2) a fraction, the numerator of which is the number of shares of Series B Preferred Stock and shares of Common Stock (in the aggregate and on an as converted basis) held by the Purchaser, as of such date, and the denominator of which is the aggregate number of shares of Common Stock (on an as converted basis) outstanding as of such date (the “Preemptive Rights Portion”).

Section 6.3 Preemptive Rights Notices and Procedures. If the Company proposes to offer New Securities in a non-public offering, it shall give the Purchaser written notice of its intention, describing the anticipated price (or range of anticipated prices), anticipated amount of New Securities and other material terms and timing upon which the Company proposes to offer the same at least seven (7) Business Days prior to such issuance (provided that, to the extent the terms of such offering cannot reasonably be provided seven (7) Business Days prior to such issuance, notice of such terms may be given as promptly as reasonably practicable but in any event prior to such issuance). The Company may provide such notice to the Purchaser on a confidential basis prior to public disclosure of such offering. The Purchaser may notify the Company in writing at any time on or prior to the second (2nd) Business Day immediately preceding the date of such issuance (or, if notice of all such terms has not been given prior to the second (2nd) Business Day immediately preceding the date of such issuance, at any time prior to such issuance) whether the Purchaser will exercise such preemptive rights and as to the amount of New Securities the Purchaser desires to purchase, up to the maximum amount calculated pursuant to Section 6.2. Such notice to the Company shall constitute a binding commitment by the Purchaser to purchase the amount of New Securities so specified at the price and other terms set forth in the Company’s notice to it. Subject to receipt of the requisite notice of such issuance by the Company, the failure of a Purchaser to respond prior to the time a response is required pursuant to this Section 6.3 shall be deemed to be a waiver of the Purchaser’s purchase rights under this Article VI only with respect to the offering described in the applicable notice.

Section 6.4 Purchase of New Securities. The Purchaser shall purchase the New Securities that it has elected to purchase under this Article VI concurrently with the related issuance of such New Securities by the Company (subject to the receipt of any required approvals); provided, that if such related issuance is prior to the twentieth (20th) Business Day following the date on which the Purchaser has notified the Company that it has elected to purchase New Securities pursuant to this Article VI, then the Purchaser shall purchase such New Securities within twenty (20) Business Days following the date of the related issuance. If the proposed issuance by the Company of securities which gave rise to the exercise by the Purchaser of its preemptive rights pursuant to this Article VI shall be terminated or abandoned by the Company without the issuance of any New Securities, then the purchase rights of the Purchaser pursuant to this Article VI shall also terminate as to such proposed issuance by the Company (but not any subsequent or future issuance), and any funds in respect thereof paid to the Company by the Purchaser in respect thereof shall be promptly refunded in full.

Section 6.5 Consideration Other than Cash. In the case of the offering of securities for consideration in whole or in part other than cash, including securities acquired in exchange therefor (other than securities by their terms so exchangeable), the consideration other than cash shall be deemed to be the fair value thereof as reasonably determined by the Board of Directors; provided, however, that such fair value as determined by the Board of Directors shall not exceed the aggregate market price of the securities being offered as of the date the Board of Directors authorizes the offering of such securities.

Section 6.6 Miscellaneous. The election by the Purchaser to not exercise its subscription rights under this Article VI in any one instance shall not affect its rights as to any subsequent proposed issuance. The Company and the Purchaser shall cooperate in good faith to facilitate the exercise of the Purchaser’s rights pursuant to this Article VI, including securing any required approvals or consents.

ARTICLE VII

MISCELLANEOUS

Section 7.1 Survival. Except in the case of fraud, the representations and warranties of the parties contained in Article II and Article III hereof shall not survive and shall terminate automatically as of the Closing, and there shall be no liability in respect thereof, whether such liability has accrued prior to or after the Closing, on the part of any party or any of their respective Representatives. All other covenants and agreements of the parties contained herein shall survive the Closing in accordance with their terms.

Section 7.2 Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and will become effective when one or more counterparts have been signed by a party and delivered to the other parties. Copies of executed counterparts of signature pages to this Agreement may be transmitted by PDF (portable document format) or facsimile and such PDFs or facsimiles will be deemed as sufficient as if actual signature pages had been delivered.

Section 7.3 Governing Law.

(a) This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

agree to the exclusive jurisdiction and venue of the Chosen Courts. Such Persons further agree that any proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby or by any matters related to the foregoing (the “Applicable Matters”) shall be brought exclusively in a Chosen Court, and that any proceeding arising out of this Agreement or any other Applicable Matter shall be deemed to have arisen from a transaction of business in the State of Delaware and each of the foregoing Persons hereby irrevocably consents to the jurisdiction of such Chosen Courts in any such proceeding and irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that such Person may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such Chosen Court or that any such proceeding brought in any such Chosen Court has been brought in an inconvenient forum.

(c) Such Persons further covenant not to bring a proceeding with respect to the Applicable Matters (or that could affect any Applicable Matter) other than in such Chosen Court and not to challenge or enforce in another jurisdiction a judgment of such Chosen Court.

(d) Process in any such proceeding may be served on any Person with respect to such Applicable Matters anywhere in the world, whether within or without the jurisdiction of any such Chosen Court. Without limiting the foregoing, each such Person agrees that service of process on such party as provided in Section 7.6 shall be deemed effective service of process on such Person.

(e) Waiver of Jury Trial. EACH PARTY HERETO, FOR ITSELF AND ITS AFFILIATES, HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT OR OTHER PROCEEDING (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THE ACTIONS OF THE PARTIES HERETO OR THEIR RESPECTIVE AFFILIATES PURSUANT TO THIS AGREEMENT OR IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT HEREOF.

Section 7.4 Entire Agreement; No Third Party Beneficiary. This Agreement and the Registration Rights Agreement contain the entire agreement by and among the parties with respect to the subject matter hereof and all prior negotiations, writings and understandings relating to the subject matter of this Agreement. This Agreement is not intended to confer upon any Person not a party hereto (or their successors and permitted assigns) any rights or remedies hereunder.

Section 7.5 Expenses. All fees, costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby, including accounting and legal fees shall be paid by the party incurring such expenses, except that, upon consummation of the Closing, the Company shall reimburse the Purchaser for all reasonable and documented costs and expenses, including legal fees, expenses, financial advisor fees and expenses, other professional fees and expenses, and all reasonable out-of-pocket due diligence expenses, in an aggregate amount not to exceed three million dollars ($3,000,000), incurred by the Purchaser in connection with the transactions contemplated by this Agreement.

Section 7.6 Notices. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given or made as follows: (a) if sent by registered or certified mail in the United States return receipt requested, upon receipt; (b) if sent by nationally recognized overnight air courier, one (1) Business Day after mailing; (c) if sent by e-mail transmission, with a copy sent on the same day in the manner provided in the foregoing clause (a) or (b), when transmitted and receipt is confirmed; and (d) if otherwise actually personally delivered, when delivered, provided, that such notices, requests, demands and other communications are delivered to the address set forth below, or to such other address as any party shall provide by like notice to the other parties to this Agreement:

If to the Company, to:

APi Group Corporation

1100 Old Highway Eight NW

New Brighton, MN 55112

Attention: General Counsel and Secretary, Andrea Fike, Esq.

Email: andrea.fike@apigroupinc.us

with a copy (which shall not constitute notice) to:

Greenberg Traurig, LLP

401 E. Las Olas Blvd., Suite 2000

Ft. Lauderdale, FL 33301

Attention: Donn A. Beloff, Esq.

Email: beloffd@gtlaw.com

If to a Purchaser, to:

c/o The Blackstone Group Inc.

345 Park Avenue

New York, NY 10154

Attention: Shary Moalemzadeh

Andrea Serra

E-mail: Shary.Moalemzadeh@blackstone.com

Andrea.Serra@blackstone.com

with a copy (which shall not constitute notice) to:

Kirkland & Ellis LLP

601 Lexington Ave

New York, New York 10022

Attention: Peter Martelli, P.C.

Joshua Korff, P.C.

David Perechocky

E-mail: peter.martelli@kirkland.com

jkorff@kirkland.com

david.perechocky@kirkland.com

Section 7.7 Successors and Assigns. This Agreement will be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. This Agreement may be assigned (a) in connection with a Transfer, (b) by Purchaser, in whole or in part to any Affiliate of the Sponsor (provided that Purchaser shall not be relieved of its obligations hereunder in connection with such an assignment) and (c) as collateral security to any lender to the Purchaser; provided that the rights and obligations of the Purchaser Parties under Sections 4.1, 4.4 and 4.11 shall not be assignable other than to a member of the Sponsor Group that becomes a Purchaser Party pursuant to the terms of this Agreement. No other assignment of this Agreement or of any rights or obligations hereunder may be made by any party hereto without the prior written consent of the other parties hereto Any purported assignment or delegation in violation of this Agreement shall be null and void ab initio.

Section 7.8 Headings. The Section, Article and other headings contained in this Agreement are inserted for convenience of reference only and will not affect the meaning or interpretation of this Agreement.

Section 7.9 Amendments and Waivers. This Agreement may not be modified or amended except by an instrument or instruments in writing signed by each party hereto. Any party hereto may, only by an instrument in writing, waive compliance by any other party or parties hereto with any term or provision hereof on the part of such other party or parties hereto to be performed or complied with. No failure or delay of any party in exercising any right or remedy hereunder shall operate as a waiver thereof, nor will any single or partial exercise of any right or power, or any abandonment or discontinuance of steps to enforce such right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The waiver by any party hereto of a breach of any term or provision hereof shall not be construed as a waiver of any subsequent breach. The rights and remedies of the parties hereunder are cumulative and are not exclusive of any rights or remedies that they would otherwise have hereunder.

Section 7.10 Interpretation; Absence of Presumption.

(a) For the purposes hereof: (i) words in the singular shall be held to include the plural and vice versa and words of one gender shall be held to include the other gender as the context requires; (ii) the terms “hereof,” “herein,” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole (including all of the Schedules and Exhibits) and not to any particular provision of this Agreement, and Article, Section, paragraph, Exhibit and Schedule references are to the Articles, Sections, paragraphs, Exhibits, and Schedules to this Agreement unless otherwise specified; (iii) the word “including” and words of similar import when used in this Agreement shall mean “including, without limitation,” unless the context otherwise requires or unless otherwise specified; and (iv) the word “or”, “any” or “either” shall not be exclusive. References to a Person are also to its permitted assigns and successors. When calculating the period of time between which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded (and unless, otherwise required by applicable law, if the last day of such period is not a Business Day, the period in question shall end on the next succeeding Business Day).

(b) With regard to each and every term and condition of this Agreement and any and all agreements and instruments subject to the terms hereof, the parties hereto understand and agree that the same have or has been mutually negotiated, prepared and drafted, and if at any time the parties hereto desire or are required to interpret or construe any such term or condition or any agreement or instrument subject hereto, no consideration will be given to the issue of which party hereto actually prepared, drafted or requested any term or condition of this Agreement or any agreement or instrument subject hereto.

Section 7.11 Severability. Any provision hereof that is held to be invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, shall be ineffective only to the extent of such invalidity, illegality or unenforceability, without affecting in any way the remaining provisions hereof, provided, however, that the parties will attempt in good faith to reform this Agreement in a manner consistent with the intent of any such ineffective provision for the purpose of carrying out such intent.

Section 7.12 Specific Performance. The parties hereto agree that irreparable damage could occur and that a party may not have any adequate remedy at law in the event that any of the provisions of this Agreement are not performed in accordance with their terms or were otherwise breached. Accordingly, each party shall without the necessity of proving the inadequacy of money damages or posting a bond be entitled to seek an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms, provisions and covenants contained therein (including, for the avoidance of doubt, the right of the Company to specifically enforce the obligation of the Purchaser to cause the Equity Financing to be funded and the purchase of the Purchased Shares to be consummated on the terms and subject to the conditions set forth in this Agreement), this being in addition to any other remedy to which they are entitled at law or in equity.

Section 7.13 Public Announcement. Subject to each party’s disclosure obligations imposed by applicable law or the rules of any stock exchange upon which its securities are listed, each of the parties hereto will cooperate with each other in the development and distribution of all news releases and other public information disclosures with respect to this Agreement and any of the transactions contemplated by this Agreement, and neither the Company nor any Purchaser will make any such news release or public disclosure without first consulting with the other, and, in each case, also receiving the other’s consent (which shall not be unreasonably withheld or delayed) and each party shall coordinate with the party whose consent is required with respect to any such news release or public disclosure. Notwithstanding the foregoing, this Section 7.13 shall not apply to any press release or other public statement made by the Company or a Purchaser (a) that is consistent with prior disclosure and does not contain any information relating to the transactions that has not been previously announced or made public in accordance with the terms of this Agreement or (b) is made to its auditors, attorneys, accountants, financial advisors, limited partners or other transferees. Notwithstanding anything to the contrary in this Agreement or the Confidentiality Agreement, in no event shall either this Section 7.13 or any provision of the Confidentiality Agreement limit disclosure by any Purchaser Party and their respective Affiliates of ordinary course communications regarding this Agreement and the transactions contemplated by this Agreement to its existing or prospective direct or indirect general and limited partners, equityholders, financing sources, members, managers and investors of any Affiliates of such Person, including disclosing information about the transactions contemplated by this Agreement on their websites in the ordinary course of business consistent with past practice.

Section 7.14 Purchaser Representative. Each Purchaser Party hereby consents to and authorizes the appointment of BTO Juno Holdings L.P. as the Purchaser Representative hereunder (the “Purchaser Representative”) and as the true and lawful agent and attorney-in-fact for and on behalf of the Purchaser Party, with full power of substitution and re-substitution, and for and in such Purchaser Party’s name, place and stead, with full power and authority and as fully and to the same extent as such Purchaser Party can, might or could do under applicable law, of any and all actions and the making of any decisions required or permitted by, or with respect to, this Agreement and the transactions contemplated hereby, including (a) the exercise of the power and authority granted to the Purchaser Representative under this Agreement, including to agree to execute any consents under this Agreement, and (b) to take all actions necessary in the judgment of the Purchaser Representative for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Agreement and the transactions contemplated hereby, which power of attorney is coupled with an interest, given primarily for business and commercial purposes and shall survive and not be affected by any subsequent death, disability, incapacity, bankruptcy or liquidation of such Purchaser Party. Each Purchaser Party shall be bound by the actions taken by the Purchaser Representative exercising the rights granted to it by this Agreement, and the Company shall be entitled to rely on any such action or decision of the Purchaser Representative. If the Purchaser Representative shall resign or otherwise be unable to fulfill its responsibilities hereunder, the Purchaser Parties shall appoint a new Purchaser Representative as soon as reasonably practicable by written consent of holders of a majority of the then outstanding Series B Preferred Stock, Conversion Shares and Dividend Shares beneficially owned by the Purchaser or Purchaser Parties that are successors or permitted assigns of the Purchaser by sending notice and a copy of the duly executed written consent appointing such new Purchaser Representative to the Company.

Section 7.15 Non-Recourse. Any claim or cause of action based upon, arising out of, or related to this Agreement or the Equity Commitment Letter may only be brought against the entities that are expressly named as parties hereto or thereto (the “Contract Parties”) and then only with respect to the specific obligations of such party and subject to the terms, conditions and limitations set forth herein or therein. No Person other than the Contract Parties, including no direct or indirect member, partner, stockholder, unitholder, Affiliate or Representative thereof, nor any member, partner, stockholder, unitholder, Affiliate or Representative of any of the foregoing, shall have any liability (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, causes of action, obligations, or liabilities arising under, out of, in connection with, or related in any manner to this Agreement or the Equity Commitment Letter or based on, in respect of, or by reason of this Agreement or the Equity Commitment Letter or their respective negotiation, execution, performance, or breach; and, to the maximum extent permitted by law, each of the Contract Parties hereby waives and releases all such liabilities, claims, causes of action, and obligations against any such third Person.

Section 7.16 Further Assurances. From the date hereof until the Closing, without further consideration, the Company and the Purchaser shall use their respective reasonable best efforts to take, or cause to be taken, all actions necessary, appropriate or advisable to consummate the transactions contemplated by this Agreement, the Registration Rights Agreement, the Certificate of Designation and any and all other agreements or instruments executed and delivered to the Purchaser by the Company hereunder or thereunder, as applicable.

ARTICLE VIII

TERMINATION

Section 8.1 Termination. This Agreement may be terminated at any time prior to Closing:

(a) by mutual written consent of the Company and Purchaser;

(b) by either the Company or Purchaser, if (i) any Governmental Entity with lawful jurisdiction shall have issued a final order, decree or ruling or taken any other final action restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement and such order, decree, ruling or other action is or shall have become final and nonappealable or (ii) the Carrier Purchase Agreement is terminated for any reason;

(c) by notice given by the Company to the Purchaser if there have been one or more inaccuracies in or breaches of one or more representations, warranties, covenants or agreements made by the Purchaser in this Agreement such that the conditions in Section 5.2(a) or Section 5.2(b) would not be satisfied and, if capable of being cured, which have not been cured by the Purchaser thirty (30) days after receipt by the Purchaser of written notice from the Company requesting such inaccuracies or breaches to be cured; provided, however, that the Company is not then in breach of any of its obligations hereunder; or

(d) by notice given by the Purchaser to the Company, if there have been one or more inaccuracies in or breaches of one or more representations, warranties, covenants or agreements made by the Company in this Agreement such that the conditions in Section 5.1(a) or Section 5.1(b) would not be satisfied and, if capable of being cured, which have not been cured by the Company within thirty (30) days after receipt by the Company of written notice from the Purchaser requesting such inaccuracies or breaches to be cured; provided, however, that the Purchaser is not then in breach of any of its obligations hereunder.

Section 8.2 Certain Effects of Termination. In the event that this Agreement is terminated in accordance with Section 8.1, neither party (nor any of its Affiliates) shall have any liability or obligation to the other (or any of its Affiliates) under or in respect of this Agreement, except to the extent of (a) any liability arising from any breach by such party of its obligations pursuant to this Agreement arising prior to such termination, and (b) any actual and intentional fraud or intentional or willful breach of this Agreement; provided that, notwithstanding any other provision set forth in this Agreement, neither the Purchaser, on the one hand, nor the Company, on the other hand, shall have any such liability in excess of the Purchase Price. In the event of any such termination, this Agreement shall become void and have no effect, and the transactions contemplated hereby shall be abandoned without further action by the parties, in each case, except (x) as set forth in the preceding sentence and (y) that the provisions of Section 4.4 (Confidentiality), Sections 7.2 to 7.4 (Counterparts, Governing Law, Entire Agreement), Section 7.5 (Expenses) and Sections 7.6 through 7.15 (Notices, Successors and Assigns, Headings, Amendments and Waivers, Interpretations; Absence of Presumption, Severability, Specific Performance and Public Announcement, Purchaser Representative, Non-Recourse) shall survive the termination of this Agreement.

(Signature page follows)

The parties have caused this Securities Purchase Agreement to be executed as of the date first written above.


API GROUP CORPORATION

By:		/s/ Russell Becker
		Name: Russell Becker
		Title: Chief Executive Officer


Purchaser

BTO JUNO HOLDINGS L.P.

By: BTO Holdings Manager L.L.C., its general partner

By: Blackstone Tactical Opportunities Associates L.L.C., its managing member

By: BTOA L.L.C., its sole member

By:		/s/ Christopher J. James
		Name: Christopher J. James
		Title: Authorized Person

BLACKSTONE TACTICAL OPPORTUNITIES FUND – FD L.P.

By: Blackstone Tactical Opportunities Associates III – NQ L.P., its general partner

By: BTO DE GP – NQ L.L.C., its general partner

By:		/s/ Christopher J. James
		Name: Christopher J. James
		Title: Authorized Person

[Signature Page to Securities Purchase Agreement]

EXHIBIT A

DEFINED TERMS

1. The following capitalized terms have the meanings indicated:

“Affiliate” of any Person means any Person, directly or indirectly, Controlling, Controlled by or under common Control with such Person; provided, however, that (a) the Company and its Subsidiaries, on the one hand, and any Purchaser Party or any of its Affiliates, on the other hand, shall not be deemed to be Affiliates, (b) “portfolio companies” (as such term is customarily used among institutional investors) in which any Purchaser Party or any of its Affiliates has an investment (whether as debt or equity) shall not be deemed an Affiliate of such Purchaser Party and (c) the Excluded Sponsor Parties shall not be deemed to be Affiliates of any Purchaser Party, the Company or any of the Company’s Subsidiaries.

“Antitakeover Provisions” means the provisions of any stockholder rights plan or agreement, “poison pill” or substantially similar anti-takeover agreement or any “control share acquisition”, “fair price”, “moratorium” or similar anti-takeover provision under the Certificate of Incorporation, the Bylaws, or applicable law (including Section 203 of the General Corporation Law of the State of Delaware).

“Antitrust Laws” means the HSR Act and any applicable law designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening of competition, through merger of acquisition or otherwise.

“Board of Directors” means the Company’s board of directors.

“Business Day” means any day other than a Saturday, a Sunday or any day on which the Federal Reserve Bank of New York is authorized or required by law or executive order to close or be closed.

“Bylaws” means the Bylaws of the Company, adopted as of April 28, 2020, as the same may be further amended or restated.

“Certificate of Incorporation” means the Company’s Certificate of Incorporation, as the same have been and may be further amended or restated.

“Code” means the Internal Revenue Code of 1986, as amended.

“Confidential Information” means information regarding the Company or its Subsidiaries furnished by or on behalf of the Company, directly or indirectly, to the Purchaser or its Representatives, together with all analyses, compilations, forecasts, studies or other documents prepared by the Purchaser or its Representatives which contain or otherwise reflect such information. “Confidential Information” shall not include such portions of the Confidential Information that (a) are or become generally available to the public other than as a result of the Purchaser’s or its Affiliates’ disclosure in violation of this Agreement, (b) become available to the Purchaser or its Affiliates on a non-confidential basis from a source other than the Company or its Subsidiaries, (c) was already in the Purchaser’s or its Affiliate’s possession prior to the date of this

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Agreement or (d) are independently developed by the Purchaser Parties or their respective Affiliates or Representatives without reference to the Confidential Information.

“Control” (including its correlative meanings “under common Control with” and “Controlled by”) means, with respect to any Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through ownership of securities or partnership or other interests, by contract or otherwise.

“COVID-19” means SARS-CoV-2 or COVID-19, and any evolutions thereof or related or associated epidemics, pandemic or disease outbreaks.

“Environmental Permit” means any permit, license, certificate, approval or other authorization under any applicable Requirements of Environmental Law.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“ERISA Documents” means all material “employee benefit plans” as defined in Section 3(3) of ERISA, whether or not subject to ERISA, including the Stock Plans and any retirement, pension, profit sharing, deferred compensation, equity or equity-based, bonus, incentive, severance, change in control, welfare, fringe benefit and each other benefit or compensation plan, policy, program, agreement, contract or arrangement, whether written or oral, qualified or nonqualified, funded or underfunded, that are maintained or sponsored by the Company or its Subsidiaries for the benefit of their respective current or former employees or with respect to which the Company or its Subsidiaries have any liability.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Export Controls” means all laws, regulations, and restrictive measures relating to the import, export, re-export, or transfer of information, data, goods, and technology (including the Export Administration Regulations administered by the U.S. Department of Commerce, the International Traffic in Arms Regulations administered by the U.S. Department of State, and customs and import laws administered by U.S. Customs and Border Protection).

“GAAP” means generally accepted accounting principles as in effect in the United States.

“Government Contract” means a Contract with a U.S. Governmental Entity, any prime contractor of a U.S. Governmental Entity in its capacity as a prime contractor or any subcontractor with respect to any such Contract.

“Government Official” means any officer or employee of a foreign governmental authority or any department, agency, or instrumentality thereof, or of a public international organization, or any person acting in an official capacity for or on behalf of any such foreign governmental authority or department, agency, or instrumentality, or for or on behalf of any such public international organization, or any political party, party official, or candidate thereof, excluding officials of the governments of the United States, the several states thereof, any local subdivision of any of them or any agency, department or unit of any of the foregoing.

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“Governmental Entity” means any supranational, national, state, municipal, local or foreign government, any court, tribunal, arbitrator or arbitral body (public or private), administrative agency, commission or other governmental official, authority or instrumentality (including any legislature, commission, regulatory administrative authority, governmental agency, bureau, branch or department).

“Hazardous Substance” means any waste, substance, product or material defined or regulated as “hazardous” or “toxic” or as a “pollutant” or “contaminant”, or words of similar meaning, by (or for which liability or standards of conduct may be imposed under) any applicable Requirements of Environmental Law, including petroleum and any fraction thereof, asbestos, per- and polyfluoroalkyl substances, and any biomedical or radioactive materials and waste.

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

“Initial Purchaser Parties” means BTO Juno Holdings L.P., a Delaware limited partnership, and Blackstone Tactical Opportunities Fund – FD L.P., a Delaware limited partnership.

“Intellectual Property” means all intellectual property and proprietary rights, including (i) patents, trade secrets, know-how, inventions, algorithms, methods and processes; (ii) copyrights; (iii) trademarks, service marks, trade names, trade dress, logos, domain names, social and mobile media identifiers and other source indicators and all associated goodwill; and (iv) all registrations, applications, renewals, continuations, continuations-in-part, divisions, re-issues, re-examinations, foreign counterparts and equivalents of the foregoing.

“Investment Company Act” means the Investment Company Act of 1940, as amended.

“Material Adverse Effect” means any event, change, development, circumstance, condition, state of facts or occurrence that individually or in the aggregate is, or would reasonably be expected to be, materially adverse to (x) the condition (financial or otherwise), assets, properties, or liabilities of the Company and its Subsidiaries (taken as a whole) or results of operations of the Company and its Subsidiaries (taken as a whole), or (y) the ability of the Company to perform its obligations or consummate the transactions contemplated hereby, but shall exclude any prospects and shall also exclude any event, change, development, circumstance, condition, state of facts or occurrence to the extent resulting or arising from: (a) any change or prospective change in any applicable law or GAAP or interpretation thereof; (b) any change in general economic conditions in the industries or markets in which the Company and its Subsidiaries operate or affecting the United States of America or any foreign economies in general; (c) any change made by any Governmental Entity that is generally applicable to the industries or markets in which the Company and its Subsidiaries operate; (d) the announcement of this Agreement or the consummation of the transactions contemplated hereby; (e) any action that is consented to or requested by the Purchaser in writing; (f) any action expressly required by, or the failure to take any action expressly prohibited by this Agreement; (g) any national or international political or social conditions, including the engagement by the United States of America or any foreign government in hostilities, whether or not pursuant to the declaration of a national

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emergency or war, or the occurrence of any military or terrorist attack upon the United States of America or any foreign government or any of their respective territories, possessions, or diplomatic or consular offices or upon any military installation, equipment or personnel of the United States of America or any foreign government; (h) any acts of God, including any earthquakes, hurricanes, tornados, floods, tsunamis or other natural disasters, or any other damage to or destruction of assets caused by casualty; (i) any epidemic, pandemic, disease outbreak (including, for the avoidance of doubt, COVID-19) or other health crisis or public health event; and (j) any failure of the Company and its Subsidiaries to meet internal or published projections, estimates or forecasts of revenues, earnings or other measures of financial or operating performance for any period; provided, that the underlying causes of such failure (subject to the other provisions of this definition of “Material Adverse Effect”) shall not be excluded; provided, however, that in the case of each of clauses (a), (b), (c), and (g) of the foregoing, any such event, change, circumstance or occurrence shall not be excluded to the extent that it has or would reasonably be expected to have a disproportionate adverse effect on the condition (financial or otherwise), assets, properties, or liabilities of the Company and its Subsidiaries (taken as a whole), or results of operations of the Company and its Subsidiaries (taken as a whole) relative to other companies operating in the same industry in which the Company and its Subsidiaries operates.

“NYSE” means the New York Stock Exchange.

“Person” means an individual, corporation, partnership, limited liability company, joint venture, trust or unincorporated organization or a government or other agency or political subdivision thereof.

“Qualifying Loan” means any total return swap, margin loan, pledge or bona fide loan or other financing arrangement, in each case entered into with a nationally recognized financial institution, including a pledge to such a financial institution to secure a bona fide debt financing and any foreclosure by such financial institution or transfer to such financial institution in lieu of foreclosure and subsequent sale of the securities.

“Registration Rights Agreement” means the Registration Rights Agreement between the Company and the Purchaser in the form attached to the Agreement as Exhibit C, as it may be amended or modified in accordance with the terms thereof.

“Representatives” means a Persons’ Affiliates, employees, agents, consultants, accountants, attorneys or financial advisors.

“Requirements of Environmental Law” means all laws (including the Resource Conservation and Recovery Act, the Comprehensive Environmental Response, Compensation, and Liability Act, the Clean Water Act, the Clean Air Act, and any state analogues of any of the foregoing), common law, statutes, ordinances, codes, rules, regulations, orders or similar requirements of any Governmental Entity which relate to (a) pollution, protection or clean-up of the environment, including air, surface water, ground water or land; (b) solid, gaseous or liquid waste or the generation, recycling, reclamation, release, threatened release, treatment, storage, disposal or transportation of harmful or deleterious substances; (c) exposure of Persons or property to harmful or deleterious substances; or (d) the manufacture, presence, processing, distribution in commerce, use, discharge, releases, threatened releases, emissions or storage of harmful or deleterious substances into the environment.

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“Restricted Securities” means Purchased Shares, Conversion Shares or Dividend Shares required to bear the legend set forth in Section 4.2(a) under the applicable provisions of the Securities Act.

“Sanctioned Country” means any of the Crimea region of Ukraine, Cuba, Iran, North Korea, and Syria.

“Sanctioned Person” means any Person with whom dealings are restricted or prohibited under the Sanctions Laws of the United States, the United Kingdom, the European Union, or the United Nations, including (a) any Person identified in any list of sanctioned person maintained by (i) the United States Department of Treasury, Office of Foreign Assets Control, the United States Department of Commerce, Bureau of Industry and Security, or the United States Department of State; (ii) Her Majesty’s Treasury of the United Kingdom; (iii) any committee of the United Nations Security Council; or (iv) the European Union; (b) any Person located, organized, or resident in, organized in, or a Governmental Entity or government instrumentality of, any Sanctioned Country; and (c) any Person directly or indirectly 50% or more owned or controlled by, or acting for the benefit or on behalf of, a Person described in clause (a) or (b).

“Sanctions Laws” means those trade, economic and financial sanctions laws, regulations, embargoes, and restrictive measures (in each case having the force of law) administered, enacted or enforced from time to time by (a) the United States (including without limitation the Department of Treasury, Office of Foreign Assets Control), (b) the European Union and enforced by its member states, (c) the United Nations, (d) Her Majesty’s Treasury, or (e) other similar governmental bodies from time to time.

“SEC” means the Securities and Exchange Commission.

“SEC Documents” means all reports, schedules, registration statements, proxy statements and other documents (including all amendments, exhibits and schedules thereto) filed by the Company with the SEC.

“Securities Act” means the Securities Act of 1933, as amended.

“Software and Systems” means all computers, hardware, software, systems, networks, websites, databases, applications and other information technology assets and equipment.

“Stock Plans” means the APi Group Corporation 2019 Equity Incentive Plan, the APi Group Corporation 2020 Employee Stock Purchase Plan and all other equity-based compensation plans and agreements maintained or sponsored by the Company or its Subsidiaries for the benefit of their respective current or former employees, directors, officers or other service providers.

“Subsidiary” means, when used with reference to a party, any corporation or other organization, whether incorporated or unincorporated, of which such party or any other Subsidiary

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of such party is a general partner or serves in a similar capacity, or, with respect to such corporation or other organization, at least a majority of the securities or other interests having by their terms ordinary voting power to elect a majority of the board of directors or others performing similar functions is directly or indirectly owned or controlled by such party or by any one or more of its Subsidiaries, or by such party and one or more of its Subsidiaries.

“Tax” and “Taxes” means all federal, state, local and foreign taxes (including income, franchise, property, sales, withholding, payroll and employment taxes), assessments, fees or other charges imposed by any Governmental Entity, including any interest, additions to tax or penalties applicable thereto.

“Tax Return” means any return, report or similar filing (including the attached schedules) filed or required to be filed with respect to Taxes (and any amendments thereto), including any information return, claim for refund or declaration of estimated Taxes.

“Transfer” means any direct or indirect (a) sale, transfer, hypothecation, assignment, gift, bequest or disposition by any other means, whether for value or no value and whether voluntary or involuntary (including by realization upon any lien or by operation of law or by judgment, levy, attachment, garnishment, bankruptcy or other legal or equitable proceedings) or (b) grant of any option, warrant or other right to purchase or the entry into any hedge, swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of Common Stock; provided, however, that, notwithstanding anything to the contrary in this Agreement, a Transfer shall not include (i) the conversion of one or more shares of Series B Preferred Stock into shares of Common Stock pursuant to the Certificate of Designation, (ii) the redemption, repurchase or other acquisition of Common Stock or Series B Preferred Stock by the Company, or (iii) the direct or indirect transfer of any limited partnership interests or other equity interests in a Purchaser Party (or any direct or indirect parent entity of such Purchaser Party) (provided that if any transferor or transferee referred to in this clause (iii) ceases to be controlled (directly or indirectly) by the Person (directly or indirectly) controlling such Person immediately prior to such transfer, such event shall be deemed to constitute a “Transfer”). The term “Transferred” shall have a correlative meaning.

“Treasury Regulations” means the U.S. Treasury regulations promulgated under the Code, as amended.

“VCOC Letter Agreement” means that certain letter agreement, the form of which is attached as Exhibit D.

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2. The following terms are defined in the Sections of the Agreement indicated:

INDEX OF TERMS


Term		Section
Acquisition		Preamble
Agreement		Preamble
Antitrust Approval		4.6(a)
Applicable Matters		7.3(b)
Balance Sheet Date		2.7
Capitalization Date		2.2
Carrier Purchase Agreement		Preamble
Certificate of Designation		1.1
Chosen Court		7.3(b)
Chosen Courts		7.3(b)
Closing		1.2
Closing Date		1.2
Common Stock		2.4(a)
Company		Preamble
Confidentiality Agreement		4.4(b)
Contract		2.2(a)
Contract Parties		7.15
Conversion Shares		2.4(c)
Dividend Shares		2.4(c)
Equity Commitment Letter		3.7
Equity Financing		3.7
Equity Financing Commitment		3.7
Excluded Sponsor Parties		4.13(a)
Financial Statements		2.7
Governance Principals		4.1(b)
Identified Person		4.17
IRS		4.8(g)
Issuer Agreements		4.18
New Security		6.1
Nomination Period		4.1(a)
Non-Employee Director		4.17
Preemptive Rights Portion		6.2
Preemptive Securities		6.1
Preferred Stock		2.4(a)
Purchase Price		1.1
Purchased Shares		1.1
Purchaser		Preamble
Purchaser Nominee		4.1(a)
Securities Act		4.2(a)
Series B Director		4.1(a)
Series B Preferred Stock		Preamble
Sponsor		4.13(a)
Sponsor Group		4.13(a)
USRPHC		4.8(a)
Viking Agreement		2.4(d)

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EXHIBIT B

Final Form

CERTIFICATE OF DESIGNATION

5.5% SERIES B PERPETUAL CONVERTIBLE PREFERRED STOCK

API GROUP CORPORATION

(Pursuant to Section 151 of the General Corporation Law of the State of Delaware)

APi Group Corporation, a corporation organized and existing under the General Corporation Law of the State of Delaware (hereinafter, the “Corporation”), hereby certifies that the following resolution was duly adopted by the Board of Directors of the Corporation (or a duly authorized committee thereof) as required by Section 151 of the General Corporation Law of the State of Delaware:

“NOW, THEREFORE, BE IT RESOLVED, that pursuant to the authority expressly granted to and vested in the Board of Directors of the Corporation in accordance with the provisions of the certificate of incorporation of the Corporation, there is hereby created and provided out of the authorized but unissued preferred stock, par value $0.0001 per share, of the Corporation (“Preferred Stock”), a new series of Preferred Stock, and there is hereby stated and fixed the number of shares constituting such series and the designation of such series and the powers (including voting powers), if any, of such series and the preferences and relative, participating, optional, special or other rights, if any, and the qualifications, limitations or restrictions, if any, of such series as follows:

TABLE OF CONTENTS


		Page
Section 1.	Designation; Par Value; Number of Authorized Shares		1
(a)	Designation; Par Value		1
(b)	Number of Authorized Shares		1
Section 2.	Definitions		1
Section 3.	Rules of Construction		13
Section 4.	Records; Registration		13
(a)	Form, Dating and Denominations		13
(b)	Execution, Countersignature and Delivery		15
(c)	Method of Payment; Delay When Payment Date is Not a Business Day		15
(d)	Transfer Agent, Registrar, Paying Agent and Conversion Agent		16
(e)	Legends		17
(f)	Transfers and Exchanges; Transfer Taxes; Certain Transfer Restrictions		18
(g)	Exchange and Cancellation of Convertible Preferred Stock to Be Converted or to Be Repurchased Pursuant to a Repurchase Upon Fundamental Change or a Redemption		20
(h)	Status of Converted, Redeemed or Repurchased Shares of Convertible Preferred Stock		21
(i)	Replacement Certificates		21
(j)	Registered Holders		21
(k)	Cancellation		21
(l)	Shares Held by the Corporation or its Subsidiaries		22
(m)	Outstanding Shares		22
(n)	Repurchases by the Corporation and its Subsidiaries		23
(o)	Notations and Exchanges		23
Section 5.	Ranking		23
Section 6.	Dividends		23
(a)	Regular Dividends		23
(b)	Participating Dividends		24
(c)	Treatment of Dividends Upon Redemption, Repurchase Upon Fundamental Change or Conversion		25
Section 7.	Rights Upon Liquidation, Dissolution Or Winding Up		25
(a)	Generally		25
(b)	Certain Business Combination Transactions Deemed Not to Be a Liquidation		25
Section 8.	Right of the Corporation To Redeem the Convertible Preferred Stock.		26
(a)	Right to Redeem On or After the Five Year Anniversary		26
(b)	Redemption Prohibited in Certain Circumstances		26
(c)	Redemption Date		26

TABLE OF CONTENTS

(cont’d)


		Page
(d)	Redemption Price		26
(e)	Redemption Notice		26
(f)	Payment of the Redemption Price		27
Section 9.	Right of Holders To Require the Corporation To Repurchase Convertible Preferred Stock Upon a Fundamental Change		27
(a)	Fundamental Change Repurchase Right		27
(b)	Funds Legally Available for Payment of Fundamental Change Repurchase Price; Covenant Not to Take Certain Actions		27
(c)	Fundamental Change Repurchase Date		28
(d)	Fundamental Change Repurchase Price		28
(e)	Initial Fundamental Change Notice		28
(f)	Final Fundamental Change Notice		29
(g)	Procedures to Exercise the Fundamental Change Repurchase Right		30
(h)	Payment of the Fundamental Change Repurchase Price		31
(i)	Third Party May Conduct Repurchase Offer In Lieu of the Corporation		31
(j)	Fundamental Change Agreements		31
Section 10.	Voting Rights		31
(a)	Right to Vote with Holders of Common Stock on an As-Converted Basis		31
(b)	Voting and Consent Rights with Respect to Specified Matters		31
(c)	Procedures for Voting and Consents		33
Section 11.	Conversion		33
(a)	Generally		33
(b)	Conversion at the Option of the Holders		33
(c)	Mandatory Conversion at the Corporation’s Election		34
(d)	Conversion Procedures		35
(e)	Settlement upon Conversion		36
(f)	Conversion Price Adjustments		37
(g)	Voluntary Conversion Price Decreases		40
(h)	Restriction on Conversions		40
(i)	Effect of Common Stock Change Event		41
Section 12.	Certain Provisions Relating To the Issuance of Common Stock		43
(a)	Equitable Adjustments to Prices		43
(b)	Status of Shares of Common Stock		43
Section 13.	Taxes		43
Section 14.	Term		44
Section 15.	Calculations		44
(a)	Responsibility; Schedule of Calculations		44
(b)	Calculations Aggregated for Each Holder		44

TABLE OF CONTENTS

(cont’d)


		Page
Section 16.	Notices		44
Section 17.	Facts Ascertainable		44
Section 18.	Waiver		44
Section 19.	Severability		45
Section 20.	No Other Rights		45

Exhibits


Exhibit A: Form of Preferred Stock Certificate			A-1
Exhibit B: Form of 144A Restricted Stock Legend			B-1
Exhibit C: Form of Restricted Stock Legend			C-1
Exhibit D: Form of Global Certificate Legend			D-1

iii

Section 1. Designation; Par Value; Number of Authorized Shares.

(a) Designation; Par Value. The shares of such series shall be designated as the “5.5% Series B Perpetual Convertible Preferred Stock” par value $0.0001 per share, of the Corporation (the “Convertible Preferred Stock”).

(b) Number of Authorized Shares. The total authorized number of shares of Convertible Preferred Stock is eight hundred thousand (800,000); provided, however, that, by resolution of the Board of Directors, the total number of authorized shares of Convertible Preferred Stock may be increased (but not above the total number of authorized shares of Preferred Stock) or decreased (but not below the number of shares thereof then outstanding) in accordance with the General Corporation Law of the State of Delaware.

Section 2. Definitions.

“144A Restricted Stock Legend” means a legend substantially in the form set forth in Exhibit B.

“Affiliate” of any Person means any Person, directly or indirectly, Controlling, Controlled by or under common Control with such Person; provided, however, that (i) the Corporation and its Subsidiaries, on the one hand, and any Purchaser Party or any of its Affiliates, on the other hand, shall not be deemed to be Affiliates, (ii) “portfolio companies” (as such term is customarily used among institutional investors) in which any Purchaser Party or any of its Affiliates has an investment (whether as debt or equity) shall not be deemed an Affiliate of such Purchaser Party and (iii) the Excluded Sponsor Parties (as defined in each Purchase Agreement) shall not be deemed to be Affiliates of any Purchaser Party, the Corporation or any of the Corporation’s Subsidiaries.

“Applicable Treasury Rate” means the weekly average for each Business Day during the most recent week that has ended at least two Business Days prior to the Fundamental Change Repurchase Date of the yield to maturity at the time of computation of United States Treasury securities with a constant maturity (as compiled and published in the Federal Reserve Statistical Release H.15 (or, if such statistical release is not so published or available, any publicly available source of similar market data selected by the Corporation in good faith)) most nearly equal to the period from the Fundamental Change Repurchase Date to the First Call Date; provided, however, that if the period from the Fundamental Change Repurchase Date to the First Call Date is not equal to the constant maturity of a United States Treasury security for which a yield is given, the Applicable Treasury Rate shall be obtained by linear interpolation (calculated to the nearest one-twelfth of a year) from the yields of United States Treasury securities for which such yields are given, except that if the period from the Fundamental Change Repurchase Date to such applicable date is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year shall be used.

“Average Price” means, in respect of shares of Common Stock or any other securities, as of any date or relevant period (as applicable): (i) the volume weighted average price for such security on the New York Stock Exchange for such date or relevant period as reported by Bloomberg through its “Volume at Price” functions; (ii) if the Board of Directors determines in its

discretion that the New York Stock Exchange is not the principal securities exchange or trading market for that security, the volume weighted average price of that security for such date or relevant period on the principal securities exchange or trading market on which that security is listed or traded as reported by Bloomberg through its “Volume at Price” functions; (iii) if the foregoing do not apply, the last closing trade price (or average of the last closing trade price for each Trading Day in the relevant period) of that security in the over-the-counter market on the electronic bulletin board for that security as reported by Bloomberg; or (iv) if no last closing trade price is reported for that security by Bloomberg, the last closing ask price (or average of the last closing ask price for each Trading Day in the relevant period) of that security as reported by Bloomberg. If the Average Price cannot be calculated for that security on that date or relevant period on any of the foregoing bases, the Average Price of that security on such date or relevant period shall be the fair market value as mutually determined by the Corporation and the holders of at least a majority in voting power of the then outstanding shares of Convertible Preferred Stock (acting reasonably), voting or consenting separately as a single class.

“Bloomberg” means Bloomberg Financial Markets, together with the primary successor to the business of Bloomberg Financial Markets.

“Board of Directors” means the Corporation’s board of directors or a committee of such board duly authorized to act with the authority of such board.

“Business Day” means any day other than a Saturday, a Sunday or any day on which the Federal Reserve Bank of New York is authorized or required by law or executive order to close or be closed.

“Bylaws” means the Bylaws of the Corporation, as the same may be amended or amended and restated from time to time.

“Capital Stock” of any Person means any and all shares of, interests in, rights to purchase, warrants or options for, participations in, or other equivalents of, in each case however designated, the equity of such Person, but excluding any debt securities convertible into such equity.

“Certificate” means a Physical Certificate or an Electronic Certificate.

“Certificate of Designation” means this Certificate of Designation, as amended or amended and restated from time to time.

“Certificate of Incorporation” means the certificate of incorporation of the Corporation, as the same has been and may be amended or amended and restated from time to time.

“Close of Business” means 5:00 p.m., New York City time.

“Common Stock” means the common stock, $0.0001 par value per share, of the Corporation.

“Common Stock Change Event” has the meaning set forth in Section 11(i)(i).

“Common Stock Liquidity Conditions” will be satisfied with respect to a Mandatory Conversion, a Redemption or Regular Dividends in shares of Common Stock if:

(a) the offer and sale of such share of Common Stock (including shares of Common Stock issued as Regular Dividends) by such Holder are registered pursuant to an effective registration statement under the Securities Act and such registration statement is reasonably expected by the Corporation to remain effective and usable, by the Holder to sell such share of Common Stock (including shares of Common Stock issued as Regular Dividends), continuously during the period from, and including, the date the related Mandatory Conversion Notice or Redemption Notice Date, as applicable, is sent to, and including, the one (1) year anniversary after the date such share of Common Stock (including shares of Common Stock issued as Regular Dividends) is issued;

(b) each share of Common Stock referred to in clause (a) above (i) will, when issued and when sold or otherwise transferred pursuant to the registration statement referred to in such clause (a), (1) be admitted for book-entry settlement through DTC with an “unrestricted” CUSIP number; and (2) unless sold to the Corporation or an Affiliate of the Corporation, not be evidenced by any Certificate that bears a legend referring to transfer restrictions under the Securities Act or other securities laws; and (ii) will, when issued, be listed and admitted for trading, without suspension or material limitation on trading, on any of The New York Stock Exchange, The NYSE American, The NASDAQ Capital Market, The NASDAQ Global Market or The NASDAQ Global Select Market (or any of their respective successors);

(c) (i) the Corporation has not received any written threat or notice of delisting or suspension by the applicable exchange referred to in clause (b)(ii) above with a reasonable prospect of delisting, after giving effect to all applicable notice and appeal periods; and (ii) no such delisting or suspension is reasonably likely to occur or is pending based on the Corporation falling below the minimum listing maintenance requirements of such exchange; and

(d) the conversion of all shares of Convertible Preferred Stock pursuant to such Mandatory Conversion or that are subject to such Redemption, as applicable, would not be limited or otherwise restricted by Section 11(h).

“Common Stock Participating Dividend” has the meaning set forth in Section 6(b)(i).

“Corporation” means APi Group Corporation, a Delaware corporation, as such name may be changed from time to time in accordance with the General Corporation Law of the State of Delaware.

“Continuing Share Reserve Requirement” means, as of any time, a number of shares of Common Stock equal to the product of (a) two (2); and (b) the number of shares of Common Stock that would be issuable (without regard to Section 11(h)) upon conversion of all Convertible Preferred Stock outstanding as of such time (assuming such conversion occurred as of such time).

“Control” (including its correlative meanings “under common Control with” and “Controlled by”) means, with respect to any Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through ownership of securities or partnership or other interests, by contract or otherwise.

“Conversion Agent” has the meaning set forth in Section 4(d)(i).

“Conversion Share” means any share of Common Stock issued or issuable upon conversion of any Convertible Preferred Stock.

“Conversion Consideration” means, with respect to the conversion of any Convertible Preferred Stock, the type and amount of consideration payable to settle such conversion, determined in accordance with Section 11.

“Conversion Date” means an Optional Conversion Date or a Mandatory Conversion Date.

“Conversion Price” initially means $24.60 per share of Common Stock; provided, however, that aforesaid initial Conversion Price is subject to adjustment pursuant to Sections 11(f) and 11(g). Each reference in this Certificate of Designation to the Conversion Price as of a particular date without setting forth a particular time on such date will be deemed to be a reference to the Conversion Price immediately before the Close of Business on such date.

“Convertible Preferred Stock” has the meaning set forth in Section 1(a).

“Daily VWAP” means, for any VWAP Trading Day, the per share volume-weighted average price of the Common Stock as displayed under the heading “Bloomberg VWAP” on Bloomberg page “APG <EQUITY> AQR” (or, if such page is not available, its equivalent successor page) in respect of the period from the scheduled open of trading until the scheduled close of trading of the primary trading session on such VWAP Trading Day (or, if such volume-weighted average price is unavailable, the market value of one (1) share of Common Stock on such VWAP Trading Day, determined, using a volume-weighted average price method, by a nationally recognized independent investment banking firm the Corporation selects). The Daily VWAP will be determined without regard to after-hours trading or any other trading outside of the regular trading session.

“Deficit Shares” has the meaning set forth in Section 11(h)(i)(1).

“Dividend” means any Regular Dividend or Participating Dividend.

“Dividend Determination Period” means the period starting with the date the Stock Dividend Notice is due pursuant to Section 6(a)(i) and ending on the Business Day preceding the applicable Regular Dividend Payment Date.

“Dividend Junior Stock” means any class or series of the Corporation’s stock, the terms of which would result in such class or series ranking junior to the Convertible Preferred Stock with respect to the payment of dividends (without regard to whether or not dividends accumulate cumulatively). Dividend Junior Stock includes the Common Stock and Series A Preferred Stock. For the avoidance of doubt, Dividend Junior Stock will not include any securities of the Corporation’s Subsidiaries.

“Dividend Parity Stock” means any class or series of the Corporation’s stock (other than the Convertible Preferred Stock), the terms of which would result in such class or series ranking equally with the Convertible Preferred Stock with respect to the payment of dividends (without regard to whether or not dividends accumulate cumulatively). For the avoidance of doubt, Dividend Parity Stock will not include any securities of the Corporation’s Subsidiaries.

“Dividend Payment Date” means each Regular Dividend Payment Date with respect to a Regular Dividend and each date on which any declared Participating Dividend is scheduled to be paid on the Convertible Preferred Stock with respect to a Participating Dividend.

“Dividend Price” means the Average Price per share of Common Stock for the Dividend Determination Period.

“Dividend Senior Stock” means any class or series of the Corporation’s stock, the terms of which would result in such class or series ranking senior to the Convertible Preferred Stock with respect to the payment of dividends (without regard to whether or not dividends accumulate cumulatively). For the avoidance of doubt, Dividend Senior Stock will not include any securities of the Corporation’s Subsidiaries.

“DTC” means The Depositary Trust Company or its nominee or any successor appointed by the Corporation.

“Electronic Certificate” means, if the Board of Directors has provided by resolution that the Convertible Preferred Stock shall be uncertificated, any electronic book entry maintained by the Transfer Agent that evidences any share(s) of Convertible Preferred Stock.

“Equity Treatment Limitation” has the meaning set forth in Section 11(h)(i)(1).

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.

“Expiration Date” has the meaning set forth in Section 11(f)(i)(5).

“Expiration Time” has the meaning set forth in Section 11(f)(i)(5).

“Final Fundamental Change Notice” has the meaning set forth in Section 9(f).

“First Call Date” has the meaning set forth in Section 8(a).

“Fundamental Change” means any of the following events, whether in a single transaction or a series of related transactions:

(a) a “person” or “group” (within the meaning of Section 13(d) and 14(d) of the Exchange Act), other than the Corporation or its Wholly Owned Subsidiaries, or their respective employee benefit plans, files any report with the SEC indicating that such person or group, has become the direct or indirect “beneficial owner” (as defined below) of shares of the Common Stock representing more than fifty percent (50%) of the voting power of all of the Corporation’s Common Stock in a transaction or series of related transactions approved by the Board of Directors;

(b) the consummation of (i) any sale, lease or other transfer, in one transaction or a series of transactions, of all or substantially all of the assets of the Corporation and its Subsidiaries, taken as a whole, to any Person, other than one of the Corporation’s Wholly Owned Subsidiaries; or (ii) any transaction or series of related transactions in connection with which (whether by means of merger, consolidation, share exchange, combination, reclassification, recapitalization, acquisition, liquidation or otherwise) all of the Common Stock is exchanged for, converted into, acquired for, or constitutes solely the right to receive, other securities, cash or other property; provided, however, that any merger, consolidation, share exchange, combination, reclassification or recapitalization of the Corporation pursuant to which the Persons that directly or indirectly “beneficially owned” (as defined below) all classes of the Corporation’s common equity immediately before such transaction directly or indirectly “beneficially own,” immediately after such transaction, more than fifty percent (50%) of all classes of common equity of the surviving, continuing or acquiring company or other transferee, as applicable, or the parent thereof, in substantially the same proportions vis-à-vis each other as immediately before such transaction, will be deemed not to be a Fundamental Change pursuant to this clause (b); or

(c) neither shares of Common Stock nor shares of any other Capital Stock into which the Convertible Preferred Stock is convertible are listed for trading on any National Securities Exchange or all such shares cease to be traded in contemplation of a de-listing (other than as a result of a transaction described in clause (b) above).

For the purposes of this definition, (x) any transaction or event described in both clause (a) and in clause (b)(i) or (ii) above (without regard to the proviso in clause (b)) will be deemed to occur solely pursuant to clause (b) above (subject to such proviso); and (y) whether a Person is a “beneficial owner”, whether shares are “beneficially owned”, and percentage beneficial ownership, will be determined in accordance with Rules 13d-3 and 13d-5 under the Exchange Act.

“Fundamental Change Repurchase Date” means the date fixed, pursuant to Section 9(c), for the repurchase of any Convertible Preferred Stock by the Corporation pursuant to a Repurchase Upon Fundamental Change.

“Fundamental Change Repurchase Notice” means a notice (including a notice substantially in the form of the “Fundamental Change Repurchase Notice” set forth in Exhibit A) containing the information, or otherwise complying with the requirements, set forth in Section 9(g)(i) and Section 9(g)(ii).

“Fundamental Change Repurchase Price” means the cash price payable by the Corporation to repurchase any share of Convertible Preferred Stock upon its Repurchase Upon Fundamental Change, calculated pursuant to Section 9(d).

“Fundamental Change Repurchase Right” has the meaning set forth in Section 9(a).

“Global Certificate Legend” means a legend substantially in the form set forth in Exhibit D.

“Holder” means a person in whose name any Convertible Preferred Stock is registered on the Registrar’s books.

“Initial Issue Date” means the Closing Date under the Purchase Agreements.

“Initial Fundamental Change Notice” has the meaning set forth in Section 9(e).

“Initial Liquidation Preference” means one thousand dollars ($1,000.00) per share of Convertible Preferred Stock.

“Initial Share Reserve Requirement” means a number of shares of Common Stock equal to the product of: (a) two (2); and (b) the number of shares of Common Stock that would be issuable (without regard to Section 11(h)) upon conversion of all shares of Convertible Preferred Stock outstanding as of the Initial Issue Date (assuming such conversion occurred on the Initial Issue Date).

“Last Reported Sale Price” of the Common Stock for any Trading Day means the closing sale price per share (or, if no closing sale price is reported, the average of the last bid price and the last ask price per share or, if more than one in either case, the average of the average last bid prices and the average last ask prices per share) of the Common Stock on such Trading Day as reported in composite transactions for the principal U.S. national or regional securities exchange on which the Common Stock is then listed. If the Common Stock is not listed on a U.S. national or regional securities exchange on such Trading Day, then the Last Reported Sale Price will be the last quoted bid price per share of Common Stock on such Trading Day in the over-the-counter market as reported by OTC Markets Group Inc. or a similar organization. If the Common Stock is not so quoted on such Trading Day, then the Last Reported Sale Price will be the average of the mid-point of the last bid price and the last ask price per share of Common Stock on such Trading Day from a nationally recognized independent investment banking firm the Corporation selects.

“Liquidation Junior Stock” means any class or series of the Corporation’s stock, the terms of which would result in such class or series ranking junior to the Convertible Preferred Stock with respect to the distribution of assets upon the Corporation’s liquidation, dissolution or winding up. Liquidation Junior Stock includes the Common Stock and Series A Preferred Stock. For the avoidance of doubt, Liquidation Junior Stock will not include any securities of the Corporation’s Subsidiaries.

“Liquidation Parity Stock” means any class or series of the Corporation’s stock (other than the Convertible Preferred Stock), the terms of which would result in such class or series ranking equally with the Convertible Preferred Stock with respect to the distribution of assets upon the Corporation’s liquidation, dissolution or winding up. For the avoidance of doubt, Liquidation Parity Stock will not include any securities of the Corporation’s Subsidiaries.

“Liquidation Preference” means, with respect to the Convertible Preferred Stock, an amount equal to the Initial Liquidation Preference per share of Convertible Preferred Stock, plus any accumulated and unpaid Regular Dividends on such share of Convertible Preferred Stock to, but excluding, the date of payment of such amount.

“Liquidation Senior Stock” means any class or series of the Corporation’s stock, the terms of which would result in such class or series ranking senior to the Convertible Preferred Stock with respect to the distribution of assets upon the Corporation’s liquidation, dissolution or winding up. For the avoidance of doubt, Liquidation Senior Stock will not include any securities of the Corporation’s Subsidiaries

“Majority Holders” means the Holders holding at least a majority of the outstanding voting power of the Convertible Preferred Stock.

“Make-Whole Amount” means, with respect to any redemption of any share of Convertible Preferred Stock as of any Fundamental Change Repurchase Date prior to the First Call Date, an amount equal to (a) the present value (calculated as provided below) as of such Fundamental Change Repurchase Date of the sum of (i) the remaining Regular Dividends that would accrue on such shares of Convertible Preferred Stock (assuming such Regular Dividends were paid in cash) being redeemed from the Fundamental Change Repurchase Date to the First Call Date (including, for the avoidance of doubt, any Regular Dividends that would accrue from the Regular Dividend Payment Date immediately prior to the First Call Date through the First Call Date), plus (ii) the Redemption Price as of the First Call Date of such shares of Convertible Preferred Stock being redeemed, assuming that, for purposes of calculating clauses (i) and (ii), that such share of Convertible Preferred Stock were to remain outstanding through the First Call Date, and then be redeemed on the First Call Date at such Fundamental Change Redemption Price described above, and with the present value of such sum being computed using an annual discount rate (applied quarterly) equal to the Applicable Treasury Rate at such Fundamental Change Repurchase Date plus 50 basis points, less (b) the Liquidation Preference of such share at the Close of Business on the Fundamental Change Repurchase Date for such Fundamental Change, in each case, as calculated by the Corporation or on behalf of the Corporation by such Person as the Board shall designate.

“Mandatory Conversion” has the meaning set forth in Section 11(c)(i).

“Mandatory Conversion Date” means a Conversion Date designated with respect to any Convertible Preferred Stock pursuant to Section 11(c)(i) and 11(c)(iii).

“Mandatory Conversion Notice” has the meaning set forth in Section 11(c)(iv).

“Mandatory Conversion Notice Date” means, with respect to a Mandatory Conversion, the date on which the Corporation sends the Mandatory Conversion Notice for such Mandatory Conversion pursuant to Section 11(c)(iv).

“Mandatory Conversion Right” has the meaning set forth in Section 11(c)(i).

“Market Disruption Event” means, with respect to any date, the occurrence or existence, during the one-half hour period ending at the scheduled close of trading on such date on the principal U.S. national or regional securities exchange or other market on which the Common Stock is listed for trading or trades, of any material suspension or limitation imposed on trading (by reason of movements in price exceeding limits permitted by the relevant exchange or otherwise) in the Common Stock or in any options contracts or futures contracts relating to the Common Stock.

“National Securities Exchange” means The New York Stock Exchange, The NYSE American, The NASDAQ Capital Market, The NASDAQ Global Market or The NASDAQ Global Select Market (or any of their respective successors).

“Number of Reserved Shares” means, as of any time, the number of shares of Common Stock that, at such time, the Corporation has reserved (out of its authorized but unissued shares of Common Stock that are not reserved for any other purpose) for delivery upon conversion of the Convertible Preferred Stock.

“Officer” means the Chairman of the Board of Directors, the Chief Executive Officer, the President, the Chief Operating Officer, the Chief Financial Officer, the Treasurer, any Assistant Treasurer, the Controller, the Secretary or any Vice-President of the Corporation.

“Open of Business” means 9:00 a.m., New York City time.

“Optional Conversion” means the conversion of any outstanding shares of Convertible Preferred Stock pursuant to Section 11 other than a Mandatory Conversion.

“Optional Conversion Date” means, with respect to the Optional Conversion of any Convertible Preferred Stock, the first Business Day on which the requirements set forth in Section 11(d)(ii) for such conversion are satisfied.

“Optional Conversion Notice” means a notice substantially in the form of the “Optional Conversion Notice” set forth in Exhibit A.

“Participating Dividend” has the meaning set forth in Section 6(b)(i).

“Paying Agent” has the meaning set forth in Section 4(d)(i).

“Person” or “person” means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization or government or other agency or political subdivision thereof. Any division or series of a limited liability company, limited partnership or trust will constitute a separate “person” under this Certificate of Designation.

“Physical Certificate” means, if the Board of Directors has not provided by resolution that the Convertible Preferred Stock shall be uncertificated, any certificate (other than an Electronic Certificate) evidencing any share(s) of Convertible Preferred Stock, which certificate is substantially in the form set forth in Exhibit A, registered in the name of the Holder of such share(s) and duly executed by the Corporation and countersigned by the Transfer Agent.

“Purchase Agreements” means (i) that certain Securities Purchase Agreement, dated as of July 26, 2021, by and between the Corporation and the Purchaser (as defined therein) and (ii) that certain Securities Purchase Agreement, dated as of July 26, 2021, by and between the Corporation and the Purchaser (as defined therein), in each case, as the same may be amended or amended and restated from time to time, with respect to certain terms and conditions concerning, among other things, the rights of and restrictions on the Holders.

“Purchaser Parties” has the meaning set forth in the Purchase Agreements.

“Record Date” means, with respect to any dividend or distribution on, or issuance to holders of, Convertible Preferred Stock or Common Stock, the date fixed (whether by applicable law, applicable provision of the Certificate of Incorporation or Bylaws, resolution of the the Board of Directors or otherwise) to determine the Holders or the holders of Common Stock, as applicable, that are entitled to such dividend, distribution or issuance.

“Redemption” has the meaning set forth in Section 8(a).

“Redemption Date” means the date fixed, pursuant to Section 8(c), for the settlement of the redemption of the Convertible Preferred Stock by the Corporation pursuant to a Redemption.

“Redemption Notice” has the meaning set forth in Section 8(e).

“Redemption Notice Date” means, with respect to a Redemption, the date on which the Corporation sends the Redemption Notice for such Redemption pursuant to Section 8(e).

“Redemption Price” means the consideration payable by the Corporation to repurchase any Convertible Preferred Stock upon its Redemption, calculated pursuant to Section 8(d).

“Reference Property” has the meaning set forth in Section 11(h)(i).

“Reference Property Unit” has the meaning set forth in Section 11(h)(i).

“Register” has the meaning set forth in Section 4(d)(ii).

“Registrar” has the meaning set forth in Section 4(d)(i).

“Regular Dividend Payment Date” means, with respect to any share of Convertible Preferred Stock, each March 31, June 30, September 30 and December 31 of each year, beginning on the first of the foregoing dates occurring after the Initial Issue Date.

“Regular Dividend Period” means each period from, and including, a Regular Dividend Payment Date (or, in the case of the first Regular Dividend Period, from, and including, the Initial Issue Date) to, but excluding, the next Regular Dividend Payment Date, or, if such day is not a Business Day, the first Business Day following such day.

“Regular Dividend Rate” means five and one-half percent (5.5%) per annum.

“Regular Dividend Record Date” means the Close of Business on either: (a) March 15^th, in the case of a Regular Dividend Payment Date occurring on March 31^st; (b) June 15^th, in the case of a Regular Dividend Payment Date occurring on June 30^th; (c) September 15^th, in the case of a Regular Dividend Payment Date occurring on September 30th; and (d) December 15^th, in the case of a Regular Dividend Payment Date occurring on December 31^st, or, if such day is not a Business Day, the first Business Day following such day.

“Regular Dividends” has the meaning set forth in Section 6(a)(i).

“Repurchase Upon Fundamental Change” means the repurchase of any Convertible Preferred Stock by the Corporation pursuant to Section 9.

“Restricted Stock Legend” means a legend substantially in the form set forth in Exhibit C.

“Rule 144” means Rule 144 under the Securities Act (or any successor rule thereto), as the same may be amended from time to time.

“SEC” means the U.S. Securities and Exchange Commission.

“Securities Act” means the U.S. Securities Act of 1933, as amended.

“Security” means any Convertible Preferred Stock or Conversion Share.

“Series A Preferred Stock” means Series A Preferred Stock, par value $0.0001 of the Corporation.

“Share Agent” means the Transfer Agent or any Registrar, Paying Agent or Conversion Agent.

“Stock Dividend Notice” has the meaning set forth in Section 6(a)(i).

“Subsidiary” means, with respect to any Person: (a) any corporation, association or other business entity (other than a partnership or limited liability Corporation) of which more than 50% of the total voting power of the Capital Stock entitled (without regard to the occurrence of any contingency, but after giving effect to any voting agreement or stockholders’ agreement that effectively transfers voting power) to vote in the election of directors, managers or trustees, as applicable, of such corporation, association or other business entity is owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of such Person; and (b) any partnership or limited liability Corporation where (x) more than fifty percent (50%) of the capital accounts, distribution rights, equity and voting interests, or of the general and limited partnership interests, as applicable, of such partnership or limited liability Corporation are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of such Person, whether in the form of membership, general, special or limited partnership or limited liability Corporation interests or otherwise, and (y) such Person or any one or more of the other Subsidiaries of such Person is a controlling general partner of, or otherwise controls, such partnership or limited liability Corporation.

“Successor Person” has the meaning set forth in Section 11(i)(iii).

“Tender/Exchange Offer Valuation Period” has the meaning set forth in Section 11(f)(i)(5).

“Trading Day” means any day on which: (a) trading in the Common Stock generally occurs on the principal U.S. national or regional securities exchange on which the Common Stock is then listed or, if the Common Stock is not then listed on a U.S. national or regional securities exchange, on the principal other market on which the Common Stock is then traded; and (b) there is no Market Disruption Event. If the Common Stock is not so listed or traded, then “Trading Day” means a Business Day.

“Transfer Agent” means Computershare Trust Corporation, N.A. or its successor.

“Transfer-Restricted Security” means any Security that constitutes a “restricted security” (as defined in Rule 144); provided, however, that such Security will cease to be a Transfer-Restricted Security upon the earliest to occur of the following events:

(a) such Security is sold or otherwise transferred to a Person (other than the Corporation or an Affiliate of the Corporation) pursuant to a registration statement that was effective under the Securities Act at the time of such sale or transfer;

(b) such Security is sold or otherwise transferred to a Person (other than the Corporation or an Affiliate of the Corporation) pursuant to an available exemption (including Rule 144) from the registration and prospectus-delivery requirements of, or in a transaction not subject to, the Securities Act and, immediately after such sale or transfer, such Security ceases to constitute a “restricted security” (as defined in Rule 144); or

(c) (i) such Security is eligible for resale, by a Person that is not an Affiliate of the Corporation and that has not been an Affiliate of the Corporation during the immediately preceding three (3) months, pursuant to Rule 144 without any limitations thereunder as to volume, manner of sale, availability of current public information or notice; and (ii) the Corporation has received such certificates or other documentation or evidence as the Corporation may reasonably require to determine that the Holder, holder or beneficial owner of such Security is not, and that has not been during the immediately preceding three (3) months, an Affiliate of the Corporation.

“VWAP Market Disruption Event” means, with respect to any date: (a) the failure by the principal U.S. national or regional securities exchange on which the Common Stock is then listed, or, if the Common Stock is not then listed on a U.S. national or regional securities exchange, the principal other market on which the Common Stock is then traded, to open for trading during its regular trading session on such date; or (b) the occurrence or existence, for more than one half hour period in the aggregate, of any suspension or limitation imposed on trading (by reason of movements in price exceeding limits permitted by the relevant exchange or otherwise) in the Common Stock or in any options contracts or futures contracts relating to the Common Stock, and such suspension or limitation occurs or exists at any time before 1:00 p.m., New York City time, on such date.

“VWAP Trading Day” means a day on which: (a) there is no VWAP Market Disruption Event; and (b) trading in the Common Stock generally occurs on the principal U.S. national or regional securities exchange on which the Common Stock is then listed or, if the Common Stock is not then listed on a U.S. national or regional securities exchange, on the principal other market on which the Common Stock is then traded. If the Common Stock is not so listed or traded, then “VWAP Trading Day” means a Business Day.

“Wholly Owned Subsidiary” of a Person means any Subsidiary of such Person all of the outstanding Capital Stock or other ownership interests of which (other than directors’ qualifying shares) are owned by such Person or one or more Wholly Owned Subsidiaries of such Person.

Section 3. Rules of Construction. For purposes of this Certificate of Designation:

(a) “or” is not exclusive;

(b) “including” means “including without limitation”;

(d) the “average” of a set of numerical values refers to the arithmetic average of such numerical values;

(e) a merger involving, or a transfer of assets by, a limited liability company, limited partnership or trust will be deemed to include any division of or by, or an allocation of assets to a series of, such limited liability company, limited partnership or trust, or any unwinding of any such division or allocation;

(f) words in the singular include the plural and in the plural include the singular, unless the context requires otherwise;

(g) “herein,” “hereof” and other words of similar import refer to this Certificate of Designation as a whole and not to any particular Section or other subdivision of this Certificate of Designation, unless the context requires otherwise;

(h) references to currency mean the lawful currency of the United States of America, unless the context requires otherwise; and

(i) the exhibits, schedules and other attachments to this Certificate of Designation are deemed to form part of this Certificate of Designation.

Section 4. Records; Registration.

(a) Form, Dating and Denominations.

(i) Form and Date of Certificates Evidencing Convertible Preferred Stock. Each Certificate evidencing any Convertible Preferred Stock will: (1) be substantially in the form set forth in Exhibit A; (2) bear the legends required by Section 4(e) or by any provision of the Bylaws or agreement to which the Holder of such Certificate is a party or is otherwise bound and may bear notations, legends or endorsements required by the General Corporation Law of the State of Delaware, any other applicable law, stock exchange rule or usage or the Depositary; and (3) be dated as of the date it is countersigned by the Transfer Agent.

(ii) Electronic Certificates; Physical Certificates. Provided that the Board of Directors has provided by resolution that the Convertible Preferred Stock shall be uncertificated, the Convertible Preferred Stock will be originally issued initially in the form of one or more Electronic Certificates. Electronic Certificates may be exchanged for Physical Certificates, and Physical Certificates may be exchanged for Electronic Certificates, upon request by the Holder thereof pursuant to customary procedures, subject to Section 4(f).

(iii) Electronic Certificates; Interpretation. For purposes of this Certificate of Designation: (1) each Electronic Certificate will be deemed to include the text of the stock certificate set forth in Exhibit A; (2) any legend or other notation that is required to be included on a Certificate will be deemed to be affixed to any Electronic Certificate notwithstanding that such Electronic Certificate may be in a form that does not permit affixing legends thereto; (3) any reference in this Certificate of Designation to the “delivery” of any Electronic Certificate will be deemed to be satisfied upon the registration of the electronic book entry representing such Electronic Certificate in the name of the applicable Holder; (4) upon satisfaction of any applicable requirements of the General Corporation Law of the State of Delaware, the Certificate of Incorporation and the Bylaws of the Corporation, and any related requirements of the Transfer Agent, in each case for the issuance of Convertible Preferred Stock in the form of one or more Electronic Certificates, such Electronic Certificates will be deemed to be executed by the Corporation and countersigned by the Transfer Agent.

(iv) Appointment of Depositary. If any Convertible Preferred Stock is admitted to the book-entry clearance and settlement facilities of any electronic depositary, then, notwithstanding anything to the contrary in this Certificate of Designation, each reference in this Certificate of Designation to the delivery of, or payment on, any such Convertible Preferred Stock, or the delivery of any related notice or demand, will be deemed to be satisfied to the extent the applicable procedures of such depositary governing such delivery or payment, as applicable, are satisfied.

(v) No Bearer Certificates; Denominations. The Convertible Preferred Stock will be issued only in registered form and only in whole numbers of shares.

(vi) Registration Numbers. Each Certificate evidencing any share of Convertible Preferred Stock will bear a unique registration number that is not affixed to any other Certificate evidencing any other then-outstanding shares of Convertible Preferred Stock.

(vii) Book-Entry Form. Shares of Convertible Preferred Stock may be issued (or reissued) in the form of one or more global certificates (“Global Preferred Shares”) to be deposited on behalf of one or more Holders thereof with the Transfer Agent, as custodian for DTC (or with such other custodian as DTC may direct), and registered in the name of DTC or its nominee. Each Global Preferred Share will bear the Global Certificate Legend and the 144A Restricted Stock Legend (if applicable). The number of outstanding shares of Convertible Preferred Stock represented by Global Preferred Shares may from time to time be increased or decreased by adjustments made on the records of the Transfer Agent and DTC to reflect such changes as provided for herein. Members of, or participants in, DTC shall have no powers (including voting powers), if any, and the preferences and relative, participating, optional, special or other rights, if any, and the qualifications, limitations or restrictions, if any, with respect to the shares of Convertible Preferred Stock evidenced by any Global Preferred Shares held on their behalf by DTC or any custodian of DTC or under such Global Preferred Shares, and DTC may be treated by the Corporation, the Transfer Agent and any agent of the Corporation or the Transfer Agent as the record and absolute owner of such Global Preferred Shares for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Corporation, the Transfer Agent or any agent of the Corporation or the Transfer Agent from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its members and participants, the operation of customary practices of DTC governing the exercise of the rights of a holder of a beneficial interest in any Global Preferred Shares.

(b) Execution, Countersignature and Delivery.

(i) Due Execution by the Corporation. At least two (2) duly authorized Officers will sign each Certificate evidencing any Convertible Preferred Stock on behalf of the Corporation by manual, facsimile or electronic signature. The validity of any Convertible Preferred Stock will not be affected by the failure of any Officer whose signature is on any Certificate evidencing such Convertible Preferred Stock to hold, at the time such Certificate is countersigned by the Transfer Agent, the same or any other office at the Corporation.

(ii) Countersignature by Transfer Agent. No Certificate evidencing any share of Convertible Preferred Stock is valid until such Certificate is countersigned by the Transfer Agent. Each Certificate will be deemed to be duly countersigned only when an authorized signatory of the Transfer Agent (or a duly appointed agent thereof) signs (by manual, facsimile or electronic signature) the countersignature block set forth in such Certificate.

(i) Method of Payment.

(1) Electronic Certificates. The Corporation will pay (or cause the Paying Agent to pay) all cash amounts due with respect to any outstanding shares of Convertible Preferred Stock evidenced by an Electronic Certificate, out of funds legally available therefor, by wire transfer of immediately available funds.

(2) Physical Certificates. The Corporation will pay (or cause the Paying Agent to pay) all cash amounts due with respect to any outstanding shares of Convertible Preferred Stock evidenced by a Physical Certificate, out of funds legally available therefor, as follows:

(A) if the aggregate Liquidation Preference of the outstanding shares of Convertible Preferred Stock evidenced by such Physical Certificate is at least five million dollars ($5,000,000) (or such lower amount as the Corporation may choose in its sole and absolute discretion) and the Holder of such Convertible Preferred Stock entitled to such cash amount has delivered to the Paying Agent, no later than the time set forth in the next sentence, a written request to receive payment by wire transfer to an account of such Holder within the United States, by wire transfer of immediately available funds to such account; and

(B) in all other cases, by check mailed to the address of such Holder set forth in the Register.

To be timely, such written request must be delivered no later than the Close of Business on the following date: (x) with respect to the payment of any declared cash Dividend due on a Dividend Payment Date for the Convertible Preferred Stock, the related Record Date; and (y) with respect to any other payment, the date that is fifteen (15) calendar days immediately before the date such payment is due.

(ii) Delay of Payment when Payment Date is Not a Business Day. If the due date for a payment on any outstanding share of Convertible Preferred Stock as provided in this Certificate of Designation is not a Business Day, then, notwithstanding anything to the contrary in this Certificate of Designation, such payment may be made on the immediately following Business Day and no interest, dividend or other amount will accrue or accumulate on such payment as a result of the related delay. Solely for purposes of the immediately preceding sentence, a day on which the applicable place of payment is authorized or required by applicable law or executive order to close or be closed will be deemed not to be a “Business Day.”

(d) Transfer Agent, Registrar, Paying Agent and Conversion Agent.

(i) Generally. The Corporation designates its principal U.S. executive offices, and any office of the Transfer Agent in the continental United States, as an office or agency where Convertible Preferred Stock may be presented for: (1) registration of transfer or for exchange (the “Registrar”); (2) payment (the “Paying Agent”); and (3) conversion (the “Conversion Agent”). At all times when any shares of Convertible Preferred Stock are outstanding, the Corporation will maintain an office in the continental United States constituting the Registrar, Paying Agent and Conversion Agent.

(ii) Maintenance of the Register. The Corporation will keep, or cause there to be kept, a record (the “Register”) of the names and addresses of the Holders, the number of shares of Convertible Preferred Stock held by each Holder and the transfer, exchange, repurchase, Redemption and conversion of the Convertible Preferred Stock. Absent manifest error, the entries in the Register will be conclusive and the Corporation and the Transfer Agent may treat each Person whose name is recorded as a Holder in the Register as a Holder for all purposes to the fullest extent permitted by applicable law. The Register will be in written form or kept on, or by means of, or in the form of, any information storage device, method or one or more electronic networks or databases, provided that the records so kept can be converted into clearly legible paper form within a reasonable time. The Corporation will promptly provide a copy of the Register to any Holder upon its written demand.

(iii) Subsequent Appointments. By notice to each Holder, the Corporation may, at any time, appoint any Person (including any Subsidiary of the Corporation) to act as Registrar, Paying Agent or Conversion Agent.

(iv) If the Corporation or any of its Subsidiaries acts as Paying Agent or Conversion Agent, then: (1) it will segregate for the benefit of the Holders all money and other property held by it as Paying Agent or Conversion Agent; and (2) references in this Certificate of Designation to the Paying Agent or Conversion Agent holding cash or other property, or to the delivery of cash or other property to the Paying Agent or Conversion Agent, in each case for payment or delivery to any Holders or with respect to the Convertible Preferred Stock, will be deemed to refer to cash or other property so segregated , or to the segregation of such cash or other property, respectively.

(e) Legends.

(i) 144A Restricted Stock Legend.

(1) Each Certificate evidencing any share of Convertible Preferred Stock that is a Transfer-Restricted Security will bear the 144A Restricted Stock Legend.

(2) If any share of Convertible Preferred Stock is issued in exchange for, in substitution of, or to effect a partial conversion of, any other share(s) of Convertible Preferred Stock (such other share(s) being referred to as the “old share(s)” for purposes of this Section 4(e)(i)(2)), including pursuant to Sections 4(g) or 4(i), then the Certificate evidencing such share will bear the 144A Restricted Stock Legend if the Certificate evidencing such old share(s) bore the 144A Restricted Stock Legend at the time of such exchange or substitution, or on the related Conversion Date with respect to such conversion, as applicable; provided, however, that the Certificate evidencing such share need not bear the 144A Restricted Stock Legend if such share does not constitute a Transfer-Restricted Security immediately after such exchange or substitution, or as of such Conversion Date, as applicable.

(ii) Other Legends. The Certificate evidencing any outstanding shares of Convertible Preferred Stock may bear any other legend or text, not inconsistent with this Certificate of Designation, as may be required by applicable law, by the rules of any applicable depositary for the Convertible Preferred Stock or by any securities exchange or automated quotation system on which such Convertible Preferred Stock is traded or quoted or as may be otherwise reasonably determined by the Corporation to be appropriate.

(iii) Acknowledgement and Agreement by the Holders. A Holder’s acceptance of any Convertible Preferred Stock evidencing by a Certificate bearing any legend required by this Section 4(e) will constitute such Holder’s acknowledgement of, and agreement to comply with, the restrictions set forth in such legend.

(iv) Legends on Conversion Shares.

(1) Each Conversion Share will bear a legend substantially to the same effect as the Restricted Stock Legend if the Convertible Preferred Stock upon the conversion of which such Conversion Share was issued was (or would have been had it not been converted) a Transfer-Restricted Security at the time such Conversion Share was issued; provided, however, that such Conversion Share need not bear such a legend if the Corporation determines, in its reasonable discretion, that such Conversion Share need not bear such a legend.

(2) Notwithstanding anything to the contrary in Section 4(e)(iv)(1), a Conversion Share need not bear a legend pursuant to Section 4(e)(iv)(1) if such Conversion Share is issued in an uncertificated form that does not permit affixing legends thereto, provided, however, that the Corporation takes measures (including the assignment thereto of a “restricted” CUSIP number) that it reasonably deems appropriate to enforce the transfer restrictions referred to in such legend.

(f) Transfers and Exchanges; Transfer Taxes; Certain Transfer Restrictions.

(i) Provisions Applicable to All Transfers and Exchanges.

(1) Generally. Subject to this Section 4(f), any outstanding share of Convertible Preferred Stock evidenced by any Certificate may be transferred or exchanged from time to time and the Corporation will cause the Registrar to record each such transfer or exchange in the Register.

(2) No Services Charge; Transfer Taxes. The Corporation and the Share Agents will not impose any service charge on any Holder for any transfer, exchange or conversion of any Convertible Preferred Stock, but the Corporation, the Transfer Agent, the Registrar and the Conversion Agent may require payment of a sum sufficient to cover any transfer tax or similar governmental charge that may be imposed in connection with any transfer, exchange or conversion of Convertible Preferred Stock, other than exchanges pursuant to Section 4(g) or Section 4(o) not involving any transfer (and; provided, that (A) any such taxes or charges incurred in connection with the original issuance of the Convertible Preferred Stock shall be paid and borne by the Corporation; and (B) any such taxes or charges incurred in connection with a conversion of the Convertible Preferred Stock pursuant to Section 11 shall be paid and borne as provided in Section 13).

(3) No Transfers or Exchanges of Fractional Shares. Notwithstanding anything to the contrary in this Certificate of Designation, all transfers or exchanges of Convertible Preferred Stock must be in an amount representing a whole number of shares of Convertible Preferred Stock, and no fractional share of Convertible Preferred Stock may be transferred or exchanged.

(4) Legends. Each Certificate evidencing any share of Convertible Preferred Stock that is issued upon transfer of, or in exchange for, another share of Convertible Preferred Stock will bear each legend, if any, required by Section 4(e).

(5) Settlement of Transfers and Exchanges. Upon satisfaction of the requirements of this Certificate of Designation to effect a transfer or exchange of any Convertible Preferred Stock, the Corporation will cause such transfer or exchange to be effected as soon as reasonably practicable but in no event later than the second (2nd) Business Day after the date of such satisfaction.

(6) Exchanges to Remove Transfer Restrictions. For the avoidance of doubt, and subject to the terms of this Certificate of Designation, as used in this Section 4(f), an “exchange” of a Certificate includes an exchange effected for the sole purpose of removing any 144A Restricted Stock Legend affixed to such Certificate.

(ii) Transfers and Exchanges of Convertible Preferred Stock.

(1) Subject to this Section 4(f), a Holder of any Convertible Preferred Stock evidenced by a Certificate may (x) transfer any whole number of shares of such Convertible Preferred Stock to one or more other Person(s); and (y) exchange any whole number of shares of such Convertible Preferred Stock for an equal number of shares of Convertible Preferred Stock evidenced by one or more other Certificates; provided, however, that, to effect any such transfer or exchange, such Holder must, if such Certificate is a Physical Certificate, surrender such Physical Certificate to the office of the Transfer Agent or the Registrar, together with any endorsements or transfer instruments reasonably required by the Corporation, the Transfer Agent or the Registrar.

(2) Upon the satisfaction of the requirements of this Certificate of Designation to effect a transfer or exchange of any whole number of shares of a Holder’s Convertible Preferred Stock evidenced by a Certificate (such Certificate being referred to as the “old Certificate” for purposes of this Section 4(f)(ii)(2)):

(A) such old Certificate will be promptly cancelled pursuant to Section 4(k);

(B) if fewer than all of the shares of Convertible Preferred Stock evidenced by such old Certificate are to be so transferred or exchanged, then the Corporation will issue, execute and deliver, and cause the Transfer Agent to countersign, in each case in accordance with Section 4(b), one or more Certificates that (x) each evidence a whole number of shares of Convertible Preferred Stock and, in the aggregate, evidence a total number of shares of Convertible Preferred Stock equal to the number of shares of Convertible Preferred Stock evidenced by such old Certificate not to be so transferred or exchanged; (y) are registered in the name of such Holder; and (z) bear each legend, if any, required by Section 4(e);

(C) in the case of a transfer to a transferee, the Corporation will issue, execute and deliver, and cause the Transfer Agent to countersign, in each case in accordance with Section 4(b), one or more Certificates that (x) each evidence a whole number of shares of Convertible Preferred Stock and, in the aggregate, evidence a total number of shares of Convertible Preferred Stock equal to the number of shares of Convertible Preferred Stock to be so transferred; (y) are registered in the name of such transferee; and (z) bear each legend, if any, required by Section 4(e); and

(D) in the case of an exchange, the Corporation will issue, execute and deliver, and cause the Transfer Agent to countersign, in each case in accordance with Section 4(b), one or more Certificates that (x) each evidence a whole number of shares of Convertible Preferred Stock and, in the aggregate, evidence a total number of shares of Convertible Preferred Stock equal to the number of shares of Convertible Preferred Stock to be so exchanged; (y) are registered in the name of the Person to whom such old Certificate was registered; and (z) bear each legend, if any, required by Section 4(e).

(iii) Transfers of Shares Subject to Redemption, Repurchase or Conversion. Notwithstanding anything to the contrary in this Certificate of Designation, the Corporation, the Transfer Agent and the Registrar will not be required to register the transfer of or exchange any share of Convertible Preferred Stock that has been surrendered for conversion.

(g) Exchange and Cancellation of Convertible Preferred Stock to Be Converted or to Be Repurchased Pursuant to a Repurchase Upon Fundamental Change or a Redemption.

(i) Partial Conversions of Physical Certificates and Partial Repurchases of Physical Certificates Pursuant to a Repurchase Upon Fundamental Change or a Redemption. If fewer than all of the shares of Convertible Preferred Stock evidenced by a Physical Certificate (such Physical Certificate being referred to as the “old Physical Certificate” for purposes of this Section 4(g)(i)) are to be converted pursuant to Section 11 or repurchased pursuant to a Repurchase Upon Fundamental Change or a Redemption, then, as soon as reasonably practicable after such Physical Certificate is surrendered for such conversion or repurchase, as applicable, the Corporation will cause such Physical Certificate to be exchanged, pursuant and subject to Section 4(f), for (1) one or more Physical Certificates that each evidence a whole number of shares of Convertible Preferred Stock and, in the aggregate, evidence a total number of shares of Convertible Preferred Stock equal to the number of shares of Convertible Preferred Stock evidenced by such old Physical Certificate that are not to be so converted or repurchased, as applicable, and deliver such Physical Certificate(s) to such Holder; and (2) a Physical Certificate evidencing a whole number of shares of Convertible Preferred Stock equal to the number of shares of Convertible Preferred Stock evidenced by such old Physical Certificate that are to be so converted or repurchased, as applicable, which Physical Certificate will be converted or repurchased, as applicable, pursuant to the terms of this Certificate of Designation; provided, however, that the Physical Certificate referred to in this clause (2) need not be issued at any time after which such shares subject to such conversion or repurchase, as applicable, are deemed to cease to be outstanding pursuant to Section 4(m).

(ii) Cancellation of Convertible Preferred Stock that Is Converted and Convertible Preferred Stock that Is Repurchased Pursuant to a Repurchase Upon Fundamental Change or a Redemption. If shares of Convertible Preferred Stock evidenced by a Certificate (or any portion thereof that has not theretofore been exchanged pursuant to Section 4(g)(i)) (such Certificate being referred to as the “old Certificate” for purposes of this Section 4(g)(ii)) are to be converted pursuant to Section 11 or repurchased pursuant to a Repurchase Upon Fundamental Change or a Redemption, then, promptly after the later of the time such Convertible Preferred Stock is deemed to cease to be outstanding pursuant to Section 4(m) and the time such old Certificate is surrendered for such conversion or repurchase, as applicable, (1) such old Certificate will be cancelled pursuant to Section 4(k); and (2) in the case of a partial conversion or repurchase, the Corporation will issue, execute and deliver to such Holder, and cause the Transfer Agent to countersign, in each case in accordance with Section 4(b), one or more Certificates that (x) each evidence a whole number of shares of Convertible Preferred Stock and, in the aggregate, evidence a total number of shares of Convertible Preferred Stock equal to the number of shares of Convertible Preferred Stock evidenced by such old Certificate that are not to be so converted or repurchased, as applicable; (y) are registered in the name of such Holder; and (z) bear each legend, if any, required by Section 4(e).

(h) Status of Converted, Redeemed or Repurchased Shares of Convertible Preferred Stock. If any share of Convertible Preferred Stock is converted, redeemed, repurchased or otherwise acquired by the Corporation, in any manner whatsoever, the share of Convertible Preferred Stock so acquired shall, to the fullest extent permitted by applicable law, be retired and cancelled upon such acquisition, and shall not be reissued as a share of Convertible Preferred Stock. Any share of Convertible Preferred Stock so acquired shall, upon its retirement and cancellation, and upon the taking of any action required by applicable law, become an authorized but unissued share of Preferred Stock undesignated as to series and may be reissued a part of a new series of Preferred Stock, subject to the conditions and restrictions set forth in the Certificate of Incorporation or imposed by the General Corporation Law of the State of Delaware.

(i) Replacement Certificates. If a Holder of any Convertible Preferred Stock claims that the Certificate(s) evidencing such Convertible Preferred Stock have been lost, stolen or destroyed, then the Corporation will issue, execute and deliver, and cause the Transfer Agent to countersign, in each case in accordance with Section 4(a), a replacement Certificate evidencing such Convertible Preferred Stock upon surrender to the Corporation or the Transfer Agent of such destroyed Certificate, or upon delivery to the Corporation or the Transfer Agent of evidence of such loss, taking or destruction reasonably satisfactory to the Transfer Agent and the Corporation. In the case of a lost, stolen or destroyed Certificate evidencing Convertible Preferred Stock, the Corporation and the Transfer Agent may require the Holder or such Holder’s representative to provide the Corporation a bond sufficient to indemnify it against any claim that may be against it on account of the alleged loss, theft or destruction of such Certificate or the issuance of such new Certificate. Every replacement Certificate evidencing Convertible Preferred Stock issued pursuant to this Section 4(i) will, upon such replacement, be deemed to be evidence of outstanding share(s) of Convertible Preferred Stock, entitled to all of the benefits of this Certificate of Designation equally and ratably with all other shares of Convertible Preferred Stock then outstanding.

(j) Registered Holders. Only the Holder of any share of Convertible Preferred Stock will have such powers (including voting powers), if any, and the preferences and relative, participating, optional, special or other rights, if any, and the qualifications, limitations or restrictions, if any, as set forth in this Certificate of Designation as the owner of such share of Convertible Preferred Stock.

(k) Cancellation. The Corporation may at any time deliver Certificates evidencing Convertible Preferred Stock, if any, to the Transfer Agent for cancellation. The Registrar, the Paying Agent and the Conversion Agent will forward to the Transfer Agent each share of Convertible Preferred Stock duly surrendered to them for transfer, exchange, payment or conversion. The Corporation will cause the Transfer Agent to promptly cancel all Certificates evidencing shares of Convertible Preferred Stock so surrendered to it in accordance with its customary procedures.

(l) Shares Held by the Corporation or its Subsidiaries. Without limiting the generality of Section 4(g) and Section 4(m), in determining whether the Holders of the required number of outstanding shares of Convertible Preferred Stock have concurred in any direction, waiver or consent, shares of Convertible Preferred Stock owned by the Corporation or any of its Subsidiaries will be deemed not to be outstanding.

(m) Outstanding Shares.

(i) Generally. The shares of Convertible Preferred Stock that are outstanding at any time will be deemed to be those shares indicated as outstanding in the Register, excluding those shares of Convertible Preferred Stock that have theretofore been: (1) cancelled by the Transfer Agent or delivered to the Transfer Agent for cancellation in accordance with Section 4(k); (2) paid in full upon their conversion or upon their repurchase pursuant to a Repurchase Upon Fundamental Change or upon their redemption pursuant to a Redemption in accordance with this Certificate of Designation; or (3) deemed to cease to be outstanding to the extent provided in, and subject to, clause (ii), (iii), (iv) or (v) of this Section 4(m).

(ii) Replaced Shares. If any Certificate evidencing any share of Convertible Preferred Stock is replaced pursuant to Section 4(i), then such share will cease to be outstanding at the time of such replacement, unless the Transfer Agent and the Corporation receive proof reasonably satisfactory to them that such share is held by a “bona fide purchaser” under applicable law.

(iii) Shares to Be Repurchased Pursuant to a Redemption. If, on a Redemption Date, the Paying Agent holds consideration in kind and amount that is sufficient to pay the aggregate Redemption Price due on such date, then (unless there occurs a default in the payment of the Redemption Price): (1) the shares of Convertible Preferred Stock to be redeemed on such date will be deemed, as of such date, to cease to be outstanding (without limiting the Corporation’s obligations pursuant to Section 6(c)); and (2) the rights of the Holders of such shares of Convertible Preferred Stock, as such, will terminate with respect to such Convertible Preferred Stock, other than the right to receive the Redemption Price as provided in Section 8 (and, if applicable, declared Dividends as provided in Section 6(c)).

(iv) Shares to Be Repurchased Pursuant to a Repurchase Upon Fundamental Change. If, on a Fundamental Change Repurchase Date, the Paying Agent holds consideration in kind and amount that is sufficient to pay the aggregate Fundamental Change Repurchase Price due on such date, then (unless there occurs a default in the payment of the Fundamental Change Repurchase Price): (1) the shares of Convertible Preferred Stock to be repurchased on such date will be deemed, as of such date, to cease to be outstanding (without limiting the Corporation’s obligations pursuant to Section 6(c)); and (2) the rights of the Holders of such shares of Convertible Preferred Stock, as such, will terminate with respect to such Convertible Preferred Stock, other than the right to receive the Fundamental Change Repurchase Price as provided in Section 9 (and, if applicable, declared Dividends as provided in Section 6(c)).

(v) Shares to Be Converted. If any Convertible Preferred Stock is to be converted, then, at the Close of Business on the Conversion Date for such conversion (unless there occurs a default in the delivery of the Conversion Consideration due pursuant to Section 11 upon such conversion): (1) such shares of Convertible Preferred Stock will be deemed to cease to be outstanding (without limiting the Corporation’s obligations pursuant to Section 6(c)); and (2) the rights of the Holders of such shares of Convertible Preferred Stock, as such, will terminate with respect to such Convertible Preferred Stock, other than the right to receive such Conversion Consideration as provided in Section 11 (and, if applicable, declared Dividends as provided in Section 6(c)).

(n) Repurchases by the Corporation and its Subsidiaries. Without limiting the generality of Section 4(k) and the next sentence, the Corporation and its Subsidiaries may, from time to time, repurchase Convertible Preferred Stock in open market purchases or in negotiated transactions without delivering prior notice to Holders. The Corporation will promptly deliver to the Transfer Agent for cancellation all Convertible Preferred Stock that the Corporation or any of its Subsidiaries have purchased or otherwise acquired.

(o) Notations and Exchanges. Without limiting any rights of Holders pursuant to Section 10, if any amendment, supplement or waiver to the Certificate of Incorporation or this Certificate of Designation changes the powers (including voting powers), if any, and the preferences and relative, participating, optional, special or other rights, if any, and the qualifications, limitations or restrictions, if any, of the Convertible Preferred Stock, then the Corporation may, in its discretion, require the Holder of the Certificate evidencing such Convertible Preferred Stock to deliver such Certificate to the Transfer Agent so that the Transfer Agent may place an appropriate notation prepared by the Corporation on such Certificate and return such Certificate to such Holder. Alternatively, at its discretion, the Corporation may, in exchange for such Convertible Preferred Stock, issue, execute and deliver, and cause the Transfer Agent to countersign, in each case in accordance with Section 4(a), a new Certificate evidencing such Convertible Preferred Stock that reflects the changed powers (including voting powers), if any, and the preferences and relative, participating, optional, special or other rights, if any, and the qualifications, limitations or restrictions, if any. The failure to make any appropriate notation or issue a new Certificate evidencing any Convertible Preferred Stock pursuant to this Section 4(o) will not impair or affect the validity of such amendment, supplement or waiver.

Section 5. Ranking. The Convertible Preferred Stock will rank (a) senior to (i) Dividend Junior Stock with respect to the payment of dividends; and (ii) Liquidation Junior Stock with respect to the distribution of assets upon the Corporation’s liquidation, dissolution or winding up; (b) equally with (i) Dividend Parity Stock with respect to the payment of dividends; and (ii) Liquidation Parity Stock with respect to the distribution of assets upon the Corporation’s liquidation, dissolution or winding up; and (c) junior to (i) Dividend Senior Stock with respect to the payment of dividends; and (ii) Liquidation Senior Stock with respect to the distribution of assets upon the Corporation’s liquidation, dissolution or winding up.

Section 6. Dividends.

(a) Regular Dividends.

(i) Generally. Subject to the rights of the holders of any Dividend Senior Stock, and on parity with the holders of any Dividend Parity Stock, the Holders shall be entitled to receive, when, as and if declared by the Board of Directors out of assets legally available therefor, and payable in preference and priority to the declaration or payment of any dividends on any Dividend Junior Stock, cumulative dividends at a rate per annum equal to the Regular Dividend Rate on the

Liquidation Preference thereof (calculated in accordance with Section 6(a)(ii)), regardless of whether or not declared or assets are legally available for their payment (such dividends that accumulate on the Convertible Preferred Stock pursuant to this sentence, “Regular Dividends”). Regular Dividends shall be declared and paid in either cash or, only to the extent the Common Stock Liquidity Conditions are satisfied on the applicable Regular Dividend Payment Date as determined by the Company, shares of Common Stock, as determined by the Board of Directors. Regular Dividends shall be paid on the Regular Dividend Payment Date to the Holders as of the relevant Regular Dividend Record Date and shall be allocated among the Holders pro rata based on the number of shares of Convertible Preferred Stock held by them on the relevant Regular Dividend Record Date. To the extent the Corporation elects to declare and pay any Regular Dividends in shares of Common Stock, the Corporation shall, at least ten (10) Trading Days prior to the applicable Regular Dividend Record Date, deliver to each Holder a written notice (a “Stock Dividend Notice”) to that effect. If Regular Dividends are to be paid in shares of Common Stock, then each Holder shall be entitled to receive such number of whole shares of Common Stock as is determined by dividing the pro rata amount of Regular Dividends to which a holder is entitled by the Dividend Price (provided, however, that any fractional shares of Common Stock due pursuant to such calculation shall not be paid and instead the nearest lower whole number of shares of Common Stock shall be paid).

(ii) Computation of Regular Dividends. Regular Dividends will be computed on the basis of a 360-day year comprised of twelve 30-day months. Regular Dividends on each share of Convertible Preferred Stock will accrue on the Liquidation Preference of such share as of immediately before the preceding Regular Dividend Payment Date (or, if there is no preceding Regular Dividend Payment Date, on the Initial Issue Date of such share).

(b) Participating Dividends.

(i) Generally. Subject to the rights of the holders of any Dividend Senior Stock, on parity with the holders of any Dividend Parity Stock and subject to Section 6(b)(ii), no dividend or other distribution on the Common Stock (whether in cash, securities (including rights or options) or other property, or any combination of the foregoing) will be declared or paid on the Common Stock unless, at the time of such declaration and payment, an equivalent dividend or distribution is declared and paid, respectively, on the Convertible Preferred Stock (such a dividend or distribution on the Convertible Preferred Stock, a “Participating Dividend,” and such corresponding dividend or distribution on the Common Stock, the “Common Stock Participating Dividend”), such that: (1) the Record Date and the payment date for such Participating Dividend occur on the same dates as the Record Date and payment date, respectively, for such Common Stock Participating Dividend; and (2) the kind and amount of consideration payable per share of Convertible Preferred Stock in such Participating Dividend is the same kind and amount of consideration that would be payable in the Common Stock Participating Dividend in respect of a number of shares of Common Stock equal to the number of shares of Common Stock that would be issuable (determined in accordance with Section 11 but without regard to Section 11(h)) in respect of one (1) share of Convertible Preferred Stock if such share of Convertible Preferred Stock was converted as of a Conversion Date occurring immediately prior to such Record Date (subject to the same arrangements, if any, in such Common Stock Participating Dividend not to issue or deliver a fractional portion of any security or other property, but with such arrangement applying separately to each Holder and computed based on the total number of shares of Convertible Preferred Stock held by such Holder on such Record Date).

(ii) Common Stock Change Events. Section 6(b)(i) will not apply to, and no Participating Dividend will be required to be declared or paid on the Convertible Preferred Stock in respect of a Common Stock Change Event, as to which Section 11(i) will apply.

(c) Treatment of Dividends Upon Redemption, Repurchase Upon Fundamental Change or Conversion. If the Redemption Date, Fundamental Change Repurchase Date or Conversion Date with respect to any share of Convertible Preferred Stock is after a Record Date for a declared Dividend on the Convertible Preferred Stock and on or before the next Dividend Payment Date, then the Holder of such share at the Close of Business on such Record Date will be entitled, notwithstanding the related Redemption, Repurchase Upon Fundamental Change or conversion, as applicable, to receive, on or, at the Corporation’s election, before such Dividend Payment Date, such declared Dividend on such share.

Section 7. Rights Upon Liquidation, Dissolution Or Winding Up.

(a) Generally. If the Corporation liquidates, dissolves or winds up, whether voluntarily or involuntarily, then, subject to the rights of any of the Corporation’s creditors or holders of any outstanding Liquidation Senior Stock and on parity with the holders of any outstanding Liquidation Parity Stock, each share of Convertible Preferred Stock will entitle the Holder thereof to receive payment for the greater of the amounts set forth in clause (i) and (ii) below out of the Corporation’s assets or funds legally available for distribution to the Corporation’s stockholders, before any such assets or funds are distributed to, or set aside for the benefit of, any Liquidation Junior Stock:

(i) the Liquidation Preference; and

(ii) the amount such Holder would have received in respect of the number of shares of Common Stock that would be issuable upon conversion of such share of Convertible Preferred Stock in connection with an Optional Conversion assuming the Conversion Date of such conversion occurs on the date of such payment.

Upon payment of such amount in full on the outstanding Convertible Preferred Stock pursuant to the foregoing provisions of this Section 7(a), Holders will have no rights to the Corporation’s remaining assets or funds, if any. If such assets or funds are insufficient to fully pay such amount on all outstanding shares of Convertible Preferred Stock and the corresponding amounts payable in respect of all outstanding shares of Liquidation Parity Stock, if any, then, subject to the rights of any of the Corporation’s creditors or holders of any outstanding Liquidation Senior Stock, such assets or funds will be distributed ratably on the outstanding shares of Convertible Preferred Stock and Liquidation Parity Stock in proportion to the full respective distributions to which such shares would otherwise be entitled.

(b) Certain Business Combination Transactions Deemed Not to Be a Liquidation. For purposes of Section 7(a), the Corporation’s consolidation or combination with, or merger with or into, or the sale, lease or other transfer of all or substantially all of the Corporation’s assets (other than a sale, lease or other transfer in connection with the Corporation’s liquidation, dissolution or winding up) to, another Person will not, in itself, constitute the Corporation’s liquidation, dissolution or winding up, even if, in connection therewith, the Convertible Preferred Stock is converted into, or is exchanged for, or represents solely the right to receive, other securities, cash or other property, or any combination of the foregoing.

Section 8. Right of the Corporation To Redeem the Convertible Preferred Stock.

(a) Right to Redeem On or After the Five Year Anniversary. Subject to the terms of this Section 8, the Corporation has the right, at its election, to redeem, subject to the right of the Holders to convert the Convertible Preferred Stock pursuant to Section 11 prior to such redemption, all or any of the Convertible Preferred Stock, at any time, on a Redemption Date on or after the five (5) year anniversary of the Initial Issue Date (the “First Call Date”), for a cash purchase price equal to the Redemption Price (such redemption, together with the redemption referenced in this Section 8(a), the “Redemptions” and each, a “Redemption”).

(b) Redemption Prohibited in Certain Circumstances. The Corporation will not elect a Redemption, or otherwise send a Redemption Notice in respect of the Redemption of, any Convertible Preferred Stock pursuant to this Section 8 unless: (i) the Corporation has sufficient funds legally available, and is permitted under the terms of its indebtedness for borrowed money, to fully pay the Redemption Price in respect of all shares of Convertible Preferred Stock called for Redemption; and (ii) the Common Stock Liquidity Conditions are satisfied on the Redemption Date as determined by the Company.

(c) Redemption Date. The Redemption Date for any Redemption will be a Business Day chosen by the Board of Directors that is no more than twenty (20), nor less than ten (10), calendar days after the Redemption Notice Date for such Redemption.

(d) Redemption Price. The Redemption Price for any share of Convertible Preferred Stock to be repurchased pursuant to a Redemption is an amount in cash equal the product of (x) the Liquidation Preference of such share at the Close of Business on the Redemption Date for such Redemption, and (y) 105%.

(e) Redemption Notice. To elect the Redemption of any share of Convertible Preferred Stock, the Corporation must send to the Holder of such share a notice of such Redemption (a “Redemption Notice”), which Redemption Notice must state:

(i) that such share has been called for Redemption under this Certificate of Designation;

(ii) the Redemption Date for such Redemption;

(iii) the Redemption Price per share of Convertible Preferred Stock;

(iv) if the Redemption Date is after a Record Date for a declared Dividend on the Convertible Preferred Stock and on or before the next Dividend Payment Date, that such Dividend will be paid in accordance with Section 6(c);

(v) the name and address of the Transfer Agent and the Conversion Agent, as well as instructions whereby the Holder may surrender the Certificate evidencing such share to the Transfer Agent or Conversion Agent;

(vi) that the share of Convertible Preferred Stock called for Redemption may be converted pursuant to Section 11, at any time before the Close of Business on the Business Day immediately before the Redemption Date (or, if the Corporation fails to pay the Redemption Price due on such Redemption Date in full, at any time until such time as the Corporation pays such Redemption Price in full); and

(vii) the Conversion Price in effect on the Redemption Notice Date for such Redemption.

(f) Payment of the Redemption Price. The Corporation will cause the Redemption Price for each share of Convertible Preferred Stock subject to Redemption to be paid to the Holder thereof on or before the applicable Redemption Date.

Section 9. Right of Holders To Require the Corporation To Repurchase Convertible Preferred Stock Upon a Fundamental Change.

(a) Fundamental Change Repurchase Right. Subject to the other terms of this Section 9, if a Fundamental Change occurs, then each Holder may, at its election, either (i) effective as of immediately prior to the Fundamental Change, convert all or a portion of such Holder’s shares of Convertible Preferred Stock pursuant to Section 11 at the then-current Conversion Price or (ii) require the Corporation to repurchase (the “Fundamental Change Repurchase Right”) all, or any whole number of of shares that is less than all, of such Holder’s shares of Convertible Preferred Stock that have not been converted pursuant to the foregoing clause (i) on the Fundamental Change Repurchase Date for such Fundamental Change, out of funds legally available therefor, for a cash purchase price equal to the Fundamental Change Repurchase Price.

(b) Funds Legally Available for Payment of Fundamental Change Repurchase Price; Covenant Not to Take Certain Actions. If the Corporation does not have sufficient funds legally available to pay the Fundamental Change Repurchase Price of all shares of Convertible Preferred Stock that are to be repurchased pursuant to a Repurchase Upon Fundamental Change, then the Corporation shall: (1) pay the maximum amount of such Fundamental Change Repurchase Price that can be paid out of funds legally available for payment, which payment will be made pro rata to each Holder based on the total number of shares of Convertible Preferred Stock of such Holder that were otherwise to be repurchased pursuant to such Repurchase Upon Fundamental Change; and (2) purchase any shares of Convertible Preferred Stock not purchased because of the foregoing limitations at the applicable Fundamental Change Repurchase Price as soon as practicable after the Corporation is able to make such purchase out of funds legally available for the purchase of such shares of Convertible Preferred Stock. The inability of the Corporation (or its successor) to make a purchase payment for any reason shall not relieve the Corporation (or its successor) from its obligation to effect any required purchase when, as and if permitted by applicable law. If the Corporation fails to pay the Fundamental Change Repurchase Price in full when due in accordance with this Section 9 in respect of some or all of the shares or Convertible Preferred Stock to be repurchased pursuant to the Fundamental Change Repurchase Right, the Corporation will pay

Dividends on such shares not repurchased at a Regular Dividend Rate of seven percent (7.0%) per annum until such shares are repurchased, payable quarterly in arrears, out of funds legally available, on each Dividend Payment Date, for the period from and including the first Dividend Payment Date (or the Initial Issue Date, as applicable) upon which the Corporation fails to pay the Fundamental Change Repurchase Price in full when due in accordance with this Section 9 through but not including the latest of the day upon which the Corporation pays the Fundamental Change Repurchase Price in full in accordance with this Section 9. Notwithstanding the foregoing, in the event a Holder exercises a Fundamental Change Repurchase Right pursuant to this Section 9 at a time when the Corporation is restricted or prohibited (contractually or otherwise) from repurchasing some or all of the Convertible Preferred Stock subject to the Fundamental Change Repurchase Right, the Corporation will use its commercially reasonable efforts to obtain the requisite consents to remove or obtain an exception or waiver to such restrictions or prohibition. Nothing herein shall limit a Holder’s right to pursue any other remedies available to such Holder under this Certificate of Designation, at law or in equity, including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Corporation’s failure to comply with its obligations under this Section 9. To the fullest extent permitted by applicable law, the Corporation will not voluntarily take any action, or voluntarily engage in any transaction, that would result in a Fundamental Change unless the Corporation in good faith believes that it will have sufficient funds legally available to fully pay the maximum aggregate Fundamental Change Repurchase Price that would be payable in respect of such Fundamental Change on all shares of Convertible Preferred Stock then outstanding.

(c) Fundamental Change Repurchase Date. The Fundamental Change Repurchase Date for any Fundamental Change will be a Business Day chosen by the Board of Directors that is no more than thirty (30), nor less than twenty (20), Business Days after the date the Corporation sends the related Final Fundamental Change Notice pursuant to Section 9(f).

(d) Fundamental Change Repurchase Price. The Fundamental Change Repurchase Price for any share of Convertible Preferred Stock to be repurchased upon a Repurchase Upon Fundamental Change following a Fundamental Change is an amount in cash equal to the greater of (i) the sum of the Liquidation Preference of such share at the Close of Business on the Fundamental Change Repurchase Date for such Fundamental Change, plus the Make-Whole Amount of such share as of such Fundamental Change Repurchase Date and (ii) the amount that such Holders would have received had such Holders, immediately prior to such Fundamental Change, converted such shares of Convertible Preferred Stock into Common Stock pursuant to Section 11(a), without regard to any of the limitations on convertibility contained in Section 11(h).

(e) Initial Fundamental Change Notice. On or before the twentieth (20th) Business Day prior to the date on which the Corporation anticipates consummating a Fundamental Change (or, if later, promptly after the Corporation discovers that a Fundamental Change may occur), a written notice shall be sent by or on behalf of the Corporation to the Holders as they appear in the records of the Corporation, which notice shall contain the date on which the Fundamental Change is anticipated to be effected (or, if applicable, the date on which a Schedule TO or other schedule, form or report disclosing a Fundamental Change was filed) (the “Initial Fundamental Change Notice”). No later than ten (10) Business Days prior to the date on which the Corporation anticipates consummating the Fundamental Change as set forth in the Initial Fundamental Change Notice (or, if the Fundamental Change has already occurred as provided in the Initial Fundamental Change Notice, promptly, but no later than the tenth (10th) Business Day following receipt thereof), any Holder that desires to exercise its rights pursuant to Section 9(a) shall notify the Corporation in writing thereof and shall specify (x) whether such Holder is electing to exercise its rights pursuant to clause (i) or (ii) of Section 9(a) and (y) the number of shares of Convertible Preferred Stock subject thereto.

(f) Final Fundamental Change Notice. If a Holder elects to exercise its Fundamental Change Repurchase Right pursuant to Section 9(a)(ii), on or before the second (2nd) Business Day after the effective date of a Fundamental Change, the Corporation will send to each Holder a notice of such Fundamental Change (a “Final Fundamental Change Notice”). Such Final Fundamental Change Notice must state:

(i) briefly, the events causing such Fundamental Change;

(ii) the effective date of such Fundamental Change;

(iii) the procedures that a Holder must follow to require the Corporation to repurchase its Convertible Preferred Stock pursuant to this Section 9, including the deadline for exercising the Fundamental Change Repurchase Right and the procedures for submitting and withdrawing a Fundamental Change Repurchase Notice;

(iv) the Fundamental Change Repurchase Date for such Fundamental Change;

(v) the Fundamental Change Repurchase Price per share of Convertible Preferred Stock, including reasonable detail of the calculation thereof;

(vi) if the Fundamental Change Repurchase Date is after a Record Date for a declared Dividend on the Convertible Preferred Stock and on or before the next Dividend Payment Date, that such Dividend will be paid in accordance with Section 6(c);

(vii) the name and address of the Transfer Agent and the Conversion Agent;

(viii) the Conversion Price in effect on the date of such Final Fundamental Change Notice and a description and quantification of any adjustments to the Conversion Price that may result from such Fundamental Change;

(ix) that Convertible Preferred Stock may be converted pursuant to Section 11 at any time before the Close of Business on the Business Day immediately before the related Fundamental Change Repurchase Date (or, if the Corporation fails to pay the Fundamental Change Repurchase Price due on such Fundamental Change Repurchase Date in full, at any time until such time as the Corporation pays such Fundamental Change Repurchase Price in full);

(x) that shares of Convertible Preferred Stock for which a Fundamental Change Repurchase Notice has been duly tendered and not duly withdrawn must be delivered to the Paying Agent for the Holder thereof to be entitled to receive the Fundamental Change Repurchase Price; and

(xi) that shares of Convertible Preferred Stock that are subject to a Fundamental Change Repurchase Notice that has been duly tendered may be converted only if such Fundamental Change Repurchase Notice is withdrawn in accordance with this Certificate of Designation.

(g) Procedures to Exercise the Fundamental Change Repurchase Right.

(i) Delivery of Fundamental Change Repurchase Notice and Shares of Convertible Preferred Stock to Be Repurchased. To exercise its Fundamental Change Repurchase Right for any share(s) of Convertible Preferred Stock following a Fundamental Change, the Holder thereof must deliver to the Paying Agent:

(1) before the Close of Business on the Business Day immediately before the related Fundamental Change Repurchase Date (or such later time as may be required by applicable law), a duly completed, written Fundamental Change Repurchase Notice with respect to such share(s); and

(2) such share(s), duly endorsed for transfer (to the extent such share(s) are evidenced by one or more Physical Certificates).

(ii) Contents of Fundamental Change Repurchase Notices. Each Fundamental Change Repurchase Notice with respect to any share(s) of Convertible Preferred Stock must state:

(1) if such share(s) are evidenced by one or more Physical Certificates, the certificate number(s) of such Physical Certificate(s);

(2) the number of shares of Convertible Preferred Stock to be repurchased, which must be a whole number; and

(3) that such Holder is exercising its Fundamental Change Repurchase Right with respect to such share(s).

(iii) Withdrawal of Fundamental Change Repurchase Notice. A Holder that has delivered a Fundamental Change Repurchase Notice with respect to any share(s) of Convertible Preferred Stock may withdraw such Fundamental Change Repurchase Notice by delivering a written notice of withdrawal to the Paying Agent at any time before the Close of Business on the Business Day immediately before the related Fundamental Change Repurchase Date. Such withdrawal notice must state:

(1) if such share(s) are evidenced by one or more Physical Certificates, the certificate number(s) of such Physical Certificate(s);

(2) the number of shares of Convertible Preferred Stock to be withdrawn, which must be a whole number; and

(3) the number of shares of Convertible Preferred Stock, if any, that remain subject to such Fundamental Change Repurchase Notice, which must be a whole number.

If any Holder delivers to the Paying Agent any such withdrawal notice withdrawing any share(s) of Convertible Preferred Stock from any Fundamental Change Repurchase Notice previously delivered to the Paying Agent, and such share(s) have been surrendered to the Paying Agent, then such share(s) will be returned to the Holder thereof.

(h) Payment of the Fundamental Change Repurchase Price. Subject to Section 9(b), the Corporation will cause the Fundamental Change Repurchase Price for each share of Convertible Preferred Stock to be repurchased pursuant to a Repurchase Upon Fundamental Change to be paid to the Holder thereof on or before the applicable Fundamental Change Repurchase Date (or, if later in the case such share is evidenced by a Physical Certificate, the date (x) the Physical Certificate evidencing such share is delivered to the Paying Agent).

(i) Third Party May Conduct Repurchase Offer In Lieu of the Corporation. Notwithstanding anything to the contrary in this Section 9, the Corporation will be deemed to satisfy its obligations under this Section 9 if one or more third parties conduct any Repurchase Upon Fundamental Change and related offer to repurchase Convertible Preferred Stock otherwise required by this Section 9 in a manner that would have satisfied the requirements of this Section 9 if conducted directly by the Corporation.

(j) Fundamental Change Agreements. To the fullest extent permitted by applicable law, the Corporation shall not enter into any agreement for a transaction constituting a Fundamental Change unless (i) such agreement provides for, or does not interfere with or prevent (as applicable), the exercise by the Holders of their Fundamental Change Repurchase Right in a manner that is consistent with, and gives effect to, this Section 9 and (ii) the acquiring or surviving Person in such Fundamental Change represents and covenants, in form and substance reasonably satisfactory to the Board of Directors acting in good faith, that at the closing of such Fundamental Change that such Person shall have sufficient funds (which may include, without limitation, cash and cash equivalents on the Corporation’s balance sheet, the proceeds of any debt or equity financing, available lines of credit or uncalled capital commitments) to consummate such Fundamental Change and the payment the Fundamental Change Repurchase Price in respect of shares of Convertible Preferred Stock that have not been converted into Common Stock prior to the Fundamental Change Repurchase Date pursuant to this Section 9 or Section 11, as applicable.

Section 10. Voting Rights.

(a) Right to Vote with Holders of Common Stock on an As-Converted Basis. Except as provided by this Certificate of Designation or applicable law, each holder of a share of Convertible Preferred Stock, as such, shall be entitled to vote the number of votes equal to the number of shares of Common Stock into which such share of Convertible Preferred Stock could be converted pursuant to Section 11(b), without regard to any of the limitations on convertibility contained in Section 11(h), on all matters on which stockholders generally are entitled to vote.

(b) Voting and Consent Rights with Respect to Specified Matters.

(i) Generally. Subject to the other provisions of this Section 10(a), while any share of the Convertible Preferred Stock is outstanding, the Corporation shall not, without, the

affirmative vote or consent of the Majority Holders, voting separately as a single class, take any of the following actions:

(1) any amendment, modification or repeal of any provision of the Certificate of Incorporation or this Certificate of Designation in a manner that would alter or change the powers (including voting powers), if any, or the preferences or relative, participating, option, special or other rights, if any, or the qualifications, limitations or restrictions, if any of the Convertible Preferred Stock (other than an amendment, modification or repeal permitted by Section 10(a)(ii));

(2) any increase or decrease of the authorized number of Convertible Preferred Stock;

(3) any issuances by the Corporation of shares of Convertible Preferred Stock;

(4) create (by reclassification or otherwise) any new class or series of stock of the Corporation having preferences or relative, participating, option, special or other rights senior to or on parity with the Convertible Preferred Stock;

(5) any amendment of the Certificate of Incorporation, this Certificate of Designation or the Bylaws in a manner that adversely affects the Convertible Preferred Stock;

(6) any action to deregister the Common Stock under Section 12 of the Exchange Act or delist such Common Stock from a National Securities Exchange;

(7) [reserved]; or

(8) enter into a transaction with an Affiliate of the Corporation other than on terms no less favorable to the Corporation than would be obtained in an arms’ length transaction with a bona fide third party, as determined by the Board of Directors in its reasonable judgment.

In addition, any action that would adversely affect the rights of any Holder of Convertible Preferred Stock in a manner disproportionate to the other Holders of Convertible Preferred Stock shall require the consent of such affected Holder. No consideration (including any modification of this Certificate of Designation or related transaction document) shall be offered or paid to any person or entity to amend or consent to a waiver or modification of any provision of this Certificate of Designation or related transaction document unless the same consideration is also offered to all of holders of the outstanding shares of Convertible Preferred Stock. For clarification purposes, this provision is intended for the Corporation to treat all Holders as a single class and shall not in any way be construed as such Holders acting in concert or as a group with respect to the purchase, disposition or voting of the Convertible Preferred Stock or otherwise.

(ii) Certain Amendments Permitted Without Consent. Notwithstanding anything to the contrary in Section 10(a)(i)(1), the Corporation may amend, modify or repeal any of provision of the Certificate of Incorporation, this Certificate of Designation or the Bylaws without the vote or consent of any Holder to amend or correct the Certificate of Incorporation, this Certificate of Designation or the Bylaws to cure any ambiguity or correct any omission, defect or inconsistency.

(i) Rules and Procedures Governing Votes and Consents. If any vote or consent of the Holders, voting separately as a single class, will be held or solicited, including at an annual meeting or a special meeting of stockholders, then: (1) the Board of Directors will adopt customary rules and procedures at its discretion to govern such vote or consent, subject to the other provisions of this Section 10; and (2) such rules and procedures may include fixing a record date to determine the Holders that are entitled to vote or provide consent, as applicable, rules governing the solicitation and use of proxies or written consents and customary procedures for the nomination by Holders, of directors for election.

(ii) Written Consent in Lieu of Stockholder Meeting. Notwithstanding anything to the contrary set forth in the Certificate of Incorporation, any action required or permitted to be taken at a meeting of the holders of the Convertible Preferred Stock may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the Holders having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares of Convertible Preferred Stock then outstanding were present and voted and shall be delivered to the Corporation by delivery to its registered agent in the State of Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which minutes of proceedings of stockholders are recorded. Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. Prompt notice of the taking of corporate action without a meeting by less than unanimous consent of the Holders shall, to the extent required by applicable law, be given to those Holders who have not consent and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for notice of such meeting had been the date that consents signed by a sufficient number of Holders to take the action were delivered to the Corporation.

Section 11. Conversion.

(a) Generally. Subject to the provisions of this Section 11, the Convertible Preferred Stock may be converted only pursuant to a Mandatory Conversion or an Optional Conversion.

(b) Conversion at the Option of the Holders.

(i) Conversion Right; When Shares May Be Submitted for Optional Conversion. Holders will have the right to submit all, or any whole number of shares that is less than all, of their shares of Convertible Preferred Stock pursuant to an Optional Conversion at any time; provided, however, that, notwithstanding anything to the contrary in this Certificate of Designation:

(1) if a Fundamental Change Repurchase Notice is validly delivered pursuant to Section 9(g)(i) with respect to any share of Convertible Preferred Stock, then such share may not be submitted for Optional Conversion after the Business Day prior to the consummation of the Fundamental Change, except to the extent (A) such share is not subject to such notice, (B) such notice is withdrawn in accordance with Section 9(g)(iii), or (C) the Corporation fails to pay the Fundamental Change Repurchase Price for such share in accordance with this Certificate of Designation;

(2) no Convertible Preferred Stock may be submitted for Optional Conversion to the extent limited by Section 11(h);

(3) shares of Convertible Preferred Stock that are called for Redemption may not be submitted for Optional Conversion after the Close of Business on the Business Day immediately before the related Redemption Date (or, if the Corporation fails to pay the Redemption Price due on such Redemption Date in full, at any time until such time as the Corporation pays such Redemption Price in full); and

(4) shares of Convertible Preferred Stock that are subject to Mandatory Conversion may not be submitted for Optional Conversion after the Close of Business on the Business Day immediately before the related Mandatory Conversion Date.

(ii) Conversions of Fractional Shares Not Permitted. Notwithstanding anything to the contrary in this Certificate of Designation, in no event will any Holder be entitled to convert a number of shares of Convertible Preferred Stock that is not a whole number.

(i) Mandatory Conversion Right. Subject to the provisions of this Section 11, the Corporation has the right (the “Mandatory Conversion Right”), exercisable at its election, to designate any Business Day as a Conversion Date for the conversion (such a conversion, a “Mandatory Conversion”) of all, but not less than all, of the outstanding shares of Convertible Preferred Stock, but only if the average of the Daily VWAP for fifteen (15) consecutive Trading Days, including, the Trading Day immediately before the Mandatory Conversion Notice Date for such Mandatory Conversion, exceeds one hundred and fifty percent (150%) of the Conversion Price.

(ii) Mandatory Conversion Prohibited in Certain Circumstances. The Corporation will not exercise its Mandatory Conversion Right, or otherwise send a Mandatory Conversion Notice, with respect to any Convertible Preferred Stock pursuant to this Section 11(c) unless the Common Stock Liquidity Conditions are satisfied with respect to the Mandatory Conversion. Notwithstanding anything to the contrary in this Section 11(c), the Corporation’s exercise of its Mandatory Conversion Right, and any related Mandatory Conversion Notice, will not apply to any share of Convertible Preferred Stock as to which a Fundamental Change Repurchase Notice has been duly delivered, and not withdrawn, pursuant to Section 8(g). Notwithstanding anything to the contrary in this Section 11(c), the Corporation cannot exercise its Mandatory Conversion Right with respect to any shares of Convertible Preferred Stock to the extent limited by Section 11(h).

(iii) Mandatory Conversion Date. The Mandatory Conversion Date for any Mandatory Conversion will be a Business Day of the Corporation’s choosing that is no more than thirty (30), nor less than ten (10), Business Days after the Mandatory Conversion Notice Date for such Mandatory Conversion.

(iv) Mandatory Conversion Notice. To exercise its Mandatory Conversion Right with respect to shares of Convertible Preferred Stock, the Corporation must send to the Holders a written notice of such exercise (a “Mandatory Conversion Notice”).

(v) Such Mandatory Conversion Notice must state:

(1) that the Corporation has exercised its Mandatory Conversion Right to cause the Mandatory Conversion of the shares of Convertible Preferred under this Certificate of Designation;

(2) the Mandatory Conversion Date for such Mandatory Conversion and the date scheduled for the settlement of such Mandatory Conversion;

(3) the name and address of the Paying Agent and the Conversion Agent, as well as instructions whereby the Holder may surrender such share to the Transfer Agent or Conversion Agent;

(4) that shares of Convertible Preferred Stock subject to Mandatory Conversion may be converted earlier at the option of the Holders thereof pursuant to an Optional Conversion at any time before the Close of Business on the Business Day immediately before the Mandatory Conversion Date; and

(5) the Conversion Price in effect on the Mandatory Conversion Notice Date for such Mandatory Conversion), the number of shares of Common Stock to be issued to such Holder upon conversion of each share of Convertible Preferred Stock held by such Holder and, if applicable, the amount of accumulated and unpaid Regular Dividends, whether or not declared, in respect of such share of Convertible Preferred Stock as of the Mandatory Conversion Date.

(d) Conversion Procedures.

(i) Mandatory Conversion. If the Corporation duly exercises, in accordance with Section 11(c), its Mandatory Conversion Right with respect to shares of Convertible Preferred Stock, then: (1) the Mandatory Conversion of such share will occur automatically as of the Close of Business on the related Mandatory Conversion Date and without the need for any action on the part of the Holder(s) thereof; and (2) the shares of Common Stock into which shares of Convertible Preferred Stock shall have be converted in such Mandatory Conversion and any cash payable in lieu of fractions of a share of Common Stock pursuant to Section 11(e)(ii) will be registered in the name of the Holder(s) of such share of Convertible Preferred Stock as of the Close of Business on the related Mandatory Conversion Date.

(ii) Requirements for Holders to Exercise Optional Conversion Right.

(1) Generally. To convert any share of Convertible Preferred Stock evidenced by a Certificate pursuant to an Optional Conversion, the Holder of such share must: (w) complete, sign (by manual, facsimile or electronic signature) and deliver to the Conversion Agent an Optional Conversion Notice (at which time, in the case such Certificate is an Electronic Certificate, such Optional Conversion will become irrevocable); (x) if such Certificate is a Physical Certificate, deliver such Physical Certificate to the Conversion Agent (at which time such Optional Conversion will become irrevocable); (y) furnish any endorsements and transfer documents that the Corporation or the Conversion Agent may require; and (z) if applicable, pay any documentary or other taxes that are required to be paid by the Corporation as a result of a Holder requesting that shares be registered in a name other than such Holders’ name as described in Section 13.

(2) Optional Conversion Permitted only During Business Hours. Convertible Preferred Stock will be deemed to be surrendered for Optional Conversion only after the Open of Business and before the Close of Business on a day that is a Business Day.

(iii) Treatment of Accumulated Dividends upon Conversion.

(1) No Adjustments for Accumulated Regular Dividends. Without limiting the operation of Section 11(c)(i), the Conversion Price will not be adjusted to account for any accumulated and unpaid Regular Dividends on any shares of Convertible Preferred Stock being converted.

(2) Conversions Between A Record Date and a Dividend Payment Date. If the Conversion Date of any share of Convertible Preferred Stock to be converted is after a Record Date for a declared Dividend on the Convertible Preferred Stock and on or before the next Dividend Payment Date, then such Dividend will be paid pursuant to Section 5(c) notwithstanding such conversion.

(iv) When Holders Become Stockholders of Record of the Shares of Common Stock Issuable Upon Conversion. The Person in whose name any share of Common Stock is issuable upon conversion of any Convertible Preferred Stock will be deemed to become the holder of record of such share as of the Close of Business on the Conversion Date for such conversion.

(e) Settlement upon Conversion.

(i) Generally. Subject to Section 11(e)(ii), Section 11(h) and Section 14(b), the consideration due upon settlement of the conversion of each share of Convertible Preferred Stock will consist of a number of shares of Common Stock equal to the quotient obtained by dividing (I) the Liquidation Preference for such shares of Convertible Preferred Stock subject to conversion by (II) the Conversion Price, in each case, as of immediately before the Close of Business on such Conversion Date; plus, in the event of a Mandatory Conversion occurring within twelve months following the Initial Issue Date, an amount in cash equal to the unpaid Regular Dividends for the period from the Mandatory Conversion Date to the first anniversary of the Initial Issue Date.

(ii) Payment of Cash in Lieu of any Fractional Share of Common Stock. Subject to Section 15(b), in lieu of delivering any fractional share of Common Stock otherwise due upon conversion of any Convertible Preferred Stock, the Corporation will, to the extent it is legally able to do so and permitted under the terms of its indebtedness for borrowed money, pay cash based on the Last Reported Sale Price per share of Common Stock on the Conversion Date for such conversion (or, if such Conversion Date is not a Trading Day, the immediately preceding Trading Day).

(iii) Delivery of Conversion Consideration. Except as provided in Sections 11(f)(i)(3)(B), 11(f)(i)(5) and 11(i), the Corporation will pay or deliver, as applicable, the Conversion Consideration due upon conversion of any Convertible Preferred Stock on or before the second (2nd) Business Day immediately after the Conversion Date for such conversion.

(f) Conversion Price Adjustments.

(i) Events Requiring an Adjustment to the Conversion Price. The Conversion Price will be adjusted from time to time as follows:

(1) Stock Splits and Combinations. If the effects a stock split or a stock combination of the Common Stock (in each case excluding an issuance solely pursuant to a Common Stock Change Event, as to which Section 11(i) will apply), then the Conversion Price will be adjusted based on the following formula:

LOGO

where:


CP₀	=	the Conversion Price in effect immediately before the Close of Business on the effective date of such stock split or stock combination, as applicable;

CP₁	=	the Conversion Price in effect immediately after the Close of Business on such effective date;

OS₀	=	the number of shares of Common Stock outstanding immediately before effective date, without giving effect to such stock split or stock combination; and

OS₁	=	the number of shares of Common Stock outstanding immediately after giving effect to such stock split or stock combination.

If any stock split or stock combination of the type described in this Section 11(f)(i)(1) is announced, but not made, then the Conversion Price will be readjusted, effective as of the date the Board of Directors, or any Officer acting pursuant to authority conferred by the Board of Directors, determines not to effect such stock split or stock combination, to the Conversion Price that would then be in effect had such stock split or stock combination not been declared or announced.

(2) Tender Offers or Exchange Offers. If the Corporation or any of its Subsidiaries makes a payment in respect of a tender offer or exchange offer for shares of Common Stock (other than solely pursuant to an odd-lot tender offer pursuant to Rule 13e-4(h)(5) under the Exchange Act), and the value (determined as of the Expiration Time by the Board of Directors) of the cash and other consideration paid per share of Common Stock in such tender or exchange offer exceeds the Last Reported Sale Price per share of Common Stock on the Trading Day immediately after the last date (the “Expiration Date”) on which tenders or exchanges may be made pursuant to such tender or exchange offer (as it may be amended), then the Conversion Price will be decreased based on the following formula:

LOGO

where:

CP₀ =

the Conversion Price in effect immediately before the time (the “Expiration Time”) such tender or exchange offer expires;

CP₁ =

the Conversion Price in effect immediately after the Expiration Time;

SP =

the average of the Last Reported Sale Prices per share of Common Stock over the ten (10) consecutive Trading Day period (the “Tender/Exchange Offer Valuation Period”) beginning on, and including, the Trading Day immediately after the Expiration Date;

OS₀ =

the number of shares of Common Stock outstanding immediately before the Expiration Time (including all shares of Common Stock accepted for purchase or exchange in such tender or exchange offer);

AC =

the aggregate value (determined as of the Expiration Time by the Board of Directors) of all cash and other consideration paid for shares of Common Stock purchased or exchanged in such tender or exchange offer; and

OS₁ =

the number of shares of Common Stock outstanding immediately after the Expiration Time (excluding all shares of Common Stock accepted for purchase or exchange in such tender or exchange offer);

provided, however, that the Conversion Price will in no event be adjusted up pursuant to this Section 11(f)(i)(2), except to the extent provided in the immediately following paragraph. The adjustment to the Conversion Price pursuant to this Section 11(f)(i)(2) will be calculated as of the Close of Business on the last Trading Day of the Tender/Exchange Offer Valuation Period but will be given effect immediately after the Expiration Time, with retroactive effect. If the Conversion Date for any share of Convertible Preferred Stock to be converted occurs on the Expiration Date or during the Tender/Exchange Offer Valuation Period, then, notwithstanding anything to the contrary in this Certificate of Designation, the Corporation will, if necessary, delay the settlement of such conversion until the second (2nd) Business Day after the last Trading Day of the Tender/Exchange Offer Valuation Period.

To the extent such tender or exchange offer is announced but not consummated (including as a result of being precluded from consummating such tender or exchange offer under applicable law), or any purchases or exchanges of shares of Common Stock in such tender or exchange offer are rescinded, the Conversion Price will be readjusted to the Conversion Price that would then be in effect had the adjustment been made on the basis of only the purchases or exchanges of shares of Common Stock, if any, actually made, and not rescinded, in such tender or exchange offer.

(ii) No Adjustments in Certain Cases.

(1) Certain Events. Notwithstanding anything to the contrary in this Certificate of Designation, including the operation of Section 11(e)(i), the Corporation will not be required to adjust the Conversion Price except pursuant to Section 11(f)(i). Notwithstanding anything to the contrary in this Certificate of Designation, and without limiting the foregoing, the Corporation will not be required to adjust the Conversion Price on account of:

(A) any declaration and/or payment of dividends or other distributions on the Series A Preferred Stock;

(B) any declaration and/or payment of Dividends on the Convertible Preferred Stock pursuant to Section 6, whether in cash, in shares of Common Stock or rights in furtherance of any stockholder rights plan or agreement, “poison pill” or substantially similar anti-takeover agreement or plan.

(iii) Stockholder Rights Plans. If any shares of Common Stock are to be issued upon conversion of any Convertible Preferred Stock and, at the time of such conversion, the Corporation has in effect any stockholder rights plan, then the Holder of such Convertible Preferred Stock will be entitled to receive, in addition to, and concurrently with the delivery of, the consideration otherwise due upon such conversion, the rights set forth in such stockholder rights plan.

(iv) Determination of the Number of Outstanding Shares of Common Stock. For purposes of Section 11(f)(i), the number of shares of Common Stock outstanding at any time will: (1) include shares issuable in respect of scrip certificates issued in lieu of fractions of shares of Common Stock; and (2) exclude shares of Common Stock held in the Corporation’s treasury (unless the Corporation pays any dividend or makes any distributions on shares of Common Stock held in its treasury).

(v) Calculations. All calculations with respect to the Conversion Price and adjustments thereto will be made to the nearest 1/100th of a cent (with 5/1,000ths rounded upward).

(vi) Notice of Conversion Price Adjustments. Upon the effectiveness of any adjustment to the Conversion Price pursuant to Section 11(f)(i), the Corporation will promptly send notice to the Holders containing: (1) a brief description of the transaction or other event on account of which such adjustment was made; (2) the Conversion Price in effect immediately after such adjustment; and (3) the effective time of such adjustment.

(g) Voluntary Conversion Price Decreases.

(i) Generally. To the fullest extent permitted by applicable law and applicable stock exchange rules, the Corporation, from time to time, may (but is not required to) decrease the Conversion Price by any amount if: (1) the Board of Directors determines that such decrease is in the Corporation’s best interest or that such decrease is advisable to avoid or diminish any income tax imposed on holders of Common Stock or rights to purchase Common Stock as a result of any dividend or distribution of shares (or rights to acquire shares) of Common Stock or any similar event; (2) such decrease is in effect for a period of at least twenty (20) Business Days; and (3) such decrease is irrevocable during such period; provided, however, that any such decrease that would be reasonably expected to result in any income tax imposed on the Holders shall require the affirmative vote or consent of the Majority Holders.

(ii) Notice of Voluntary Decrease. If the Board of Directors determines to decrease the Conversion Price pursuant to Section 11(g)(i), then, no later than the first Business Day of the related twenty (20) Business Day period referred to in Section 11(g)(i), the Corporation will send notice to each Holder, the Transfer Agent and the Conversion Agent of such decrease to the Conversion Price, the amount thereof and the period during which such decrease will be in effect.

(h) Restriction on Conversions.

(i) Equity Treatment Limitation.

(1) Generally. Notwithstanding anything to the contrary in this Certificate of Designation, the Corporation will in no event be required to deliver any shares of Common Stock in settlement of the conversion of any Convertible Preferred Stock to the extent, but only to the extent, the Corporation does not then have sufficient authorized and unissued shares of Common Stock that are not reserved for other purposes (the limitation set forth in this sentence, the “Equity Treatment Limitation,” and any shares of Common Stock that would otherwise be deliverable in excess of the number of such authorized and unissued shares, the “Deficit Shares”). If any Deficit Shares are withheld pursuant to the Equity Treatment Limitation and, at any time thereafter, some or all of such Deficit Shares could be delivered without violating the Equity Treatment Limitation, then: (A) the Corporation will deliver such Deficit Shares to the extent, but only to the extent, such delivery is permitted by the Equity Treatment Limitation; and (B) the provisions of this sentence will continue to apply until there are no remaining Deficit Shares.

(2) Share Reserve Provisions. On the Initial Issue Date, the Number of Reserved Shares is not less than the Initial Share Reserve Requirement. The Corporation shall at all times reserve and keep available a Number of Reserved Shares to be no less than the Continuing Share Reserve Requirement at any time when any Convertible Preferred Stock is outstanding (including, if applicable, and to the fullest extent permitted by applicable law, by seeking the approval of its stockholders to amend the Certificate of Incorporation to increase the number of authorized shares of Common Stock).

(3) Limitation on Certain Transactions. The Corporation will not, without the prior written consent of the Majority Holders, effect any transaction that would require an adjustment to the Conversion Price pursuant to Section 11(f)(i) if the settlement of the conversion of all Convertible Preferred Stock then outstanding (assuming such conversion occurred immediately after giving effect to such adjustment) would result in any Deficit Shares pursuant to the Equity Treatment Limitation.

(i) Effect of Common Stock Change Event.

(i) Generally. If there occurs any:

(1) recapitalization, reclassification or change of the Common Stock, other than (x) changes solely resulting from a stock split or a stock combination of the Common Stock, (y) a change only in par value or from par value to no par value or no par value to par value or (z) recapitalization, reclassifications or change of the Common Stock that do not involve the issuance of any other series or class of securities;

(2) consolidation, merger, business combination or binding or statutory share exchange involving the Corporation;

(3) sale, lease or other transfer of all or substantially all of the assets of the Corporation and its Subsidiaries, taken as a whole, to any Person; or

(4) other substantially similar event,

and, as a result of which, the Common Stock is converted into, or is exchanged for, or represents solely the right to receive, other securities, cash or other property, or any combination of the foregoing (such an event, a “Common Stock Change Event,” and such other securities, cash or property, the “Reference Property,” and the amount and kind of Reference Property that a holder of one (1) share of Common Stock would be entitled to receive on account of such Common Stock Change Event (without giving effect to any arrangement not to issue or deliver a fractional portion of any security or other property), a “Reference Property Unit”), then, notwithstanding anything to the contrary in this Certificate of Designation,

(A) from and after the effective time of such Common Stock Change Event: (I) the consideration due upon conversion of any Convertible Preferred Stock will be determined in the same manner as if each reference to any number of shares of Common Stock in this Section 11 or in Section 12, or in any related definitions, were instead a reference to the same number of Reference Property Units; (II) for purposes of Section 8 and Section 11(c), each reference to any number of shares of Common Stock in such Sections (or in any related definitions) will instead be deemed to be a reference to the same number of Reference Property Units; and (III) for purposes of the definitions of “Fundamental Change,” the terms “Common Stock” and “common equity” will be deemed to mean the common equity (including depositary receipts representing common equity), if any, forming part of such Reference Property; and

(B) if such Reference Property Unit consists entirely of cash, then the Corporation will pay the cash due in respect of all conversions whose Conversion Date occurs on or after the effective date of such Common Stock Change Event no later than the tenth (10th) Business Day after the relevant Conversion Date; and

(C) for these purposes: (I) the Daily VWAP of any Reference Property Unit or portion thereof that consists of a class of common equity securities will be determined by reference to the definition of “Daily VWAP,” substituting, if applicable, the Bloomberg page for such class of securities in such definition; and (II) the Daily VWAP of any Reference Property Unit or portion thereof that does not consist of a class of common equity securities, and the Last Reported Sale Price of any Reference Property Unit or portion thereof that does not consist of a class of securities, will be the fair value of such Reference Property Unit or portion thereof, as applicable, determined in good faith by the Corporation (or, in the case of cash denominated in U.S. dollars, the face amount thereof).

If the Reference Property consists of more than a single type of consideration to be determined based in part upon any form of stockholder election, then the composition of the Reference Property Unit will be deemed to be the weighted average of the types and amounts of consideration actually received, per share of Common Stock, by the holders of Common Stock. The Corporation will notify the Holders of such weighted average as soon as practicable after such determination is made.

(ii) Compliance Covenant. The Corporation will not become a party to any Common Stock Change Event unless its terms are consistent with this Section 11(i).

(iii) Execution of Supplemental Instruments. On or before the date the Common Stock Change Event becomes effective, the Corporation and, if applicable, the resulting, surviving or transferee Person (if not the Corporation) of such Common Stock Change Event (the “Successor Person”) will execute and deliver such supplemental instruments, if any, as the Corporation reasonably determines are necessary or desirable to: (1) provide for subsequent adjustments to the

Conversion Price pursuant to Section 11(f)(i) in a manner consistent with this Section 11(i); and (2) give effect to such other provisions, if any, as the Corporation reasonably determines are appropriate to preserve the economic interests of the Holders and to give effect to Section 11(i)(i). If the Reference Property includes shares of stock or other securities or assets of a Person other than the Successor Person, then such other Person will also execute such supplemental instrument(s), if any, and such supplemental instrument(s) will contain such additional provisions, if any, that the Corporation reasonably determines are appropriate to preserve the economic interests of Holders.

(iv) Notice of Common Stock Change Event. The Corporation will provide notice of each Common Stock Change Event to Holders as promptly as possible after the effective date of the Common Stock Change Event.

Section 12. Certain Provisions Relating To the Issuance of Common Stock.

(a) Equitable Adjustments to Prices. Whenever this Certificate of Designation requires the Corporation to calculate the average of the Last Reported Sale Prices or Daily VWAPs, or any function thereof, over a period of multiple days (including to calculate an adjustment to the Conversion Price), the Corporation will make appropriate adjustments, if any, to those calculations to account for any adjustment to the Conversion Price pursuant to Section 11(f)(i) that becomes effective, or any event requiring such an adjustment to the Conversion Price where effective date or Expiration Date, as applicable, of such event occurs, at any time during such period.

(b) Status of Shares of Common Stock. Each share of Common Stock delivered upon conversion of the Convertible Preferred Stock of any Holder will be a newly issued share and will be duly authorized and validly issued, fully paid, non-assessable, free from preemptive rights and free of any lien or adverse claim (except to the extent of any lien or adverse claim created by the action or inaction of such Holder or the Person to whom such share of Common Stock will be delivered). If the Common Stock is then listed on any securities exchange, or quoted on any inter-dealer quotation system, then the Corporation will cause each such share of Common Stock, when so delivered, to be admitted for listing on such exchange or quotation on such system.

Section 13. Taxes. The Corporation shall pay any and all stock transfer, documentary, stamp and similar taxes that may be payable in respect of any issuance or delivery of shares of Convertible Preferred Stock or shares of Common Stock or other securities issued on account of Convertible Preferred Stock pursuant this Certificate of Designation; provided, however, that in the case of conversion of Convertible Preferred Stock, the Corporation shall not be required to pay any such tax that may be payable in respect of any transfer involved in the issuance or delivery of shares of Convertible Preferred Stock, shares of Common Stock or other securities to a beneficial owner other than the beneficial owner of the Convertible Preferred Stock immediately prior to such conversion, and shall not be required to make any such issuance, delivery or payment unless and until the Person otherwise entitled to such issuance, delivery or payment has paid to the Corporation the amount of any such tax or has established, to the satisfaction of the Corporation, that such tax has been paid or is not payable.

Section 14. Term. Except as expressly provided in this Certificate of Designation, the shares of Convertible Preferred Stock shall not be redeemable or otherwise mature and the term of the Convertible Preferred Stock shall be perpetual.

Section 15. Calculations.

(a) Responsibility; Schedule of Calculations. Except as otherwise provided in this Certificate of Designation, the Corporation will be responsible for making all calculations called for under this Certificate of Designation, including determinations of the Conversion Price, the Daily VWAPs, the Last Reported Sale Prices and accumulated Regular Dividends on the Convertible Preferred Stock. The Corporation will make all calculations in good faith, and, absent manifest error, its calculations will be final and binding on all Holders to the fullest extent permitted by appliable law. The Corporation will provide a schedule of such calculations to any Holder upon written demand.

(b) Calculations Aggregated for Each Holder. The composition of the Conversion Consideration due upon conversion of the Convertible Preferred Stock of any Holder will be computed based on the total number of shares of Convertible Preferred Stock of such Holder being converted with the same Conversion Date. For these purposes, unless otherwise provided in this Certificate of Designation, any cash amounts due to such Holder in respect thereof will be rounded to the nearest cent.

Section 16. Notices. The Corporation will send all notices or communications to Holders pursuant to this Certificate of Designation in writing and delivered personally, by facsimile or e-mail (with confirmation of receipt requested from the recipient, in the case of email), or sent by a nationally recognized overnight courier service guaranteeing next day delivery, to the Holders’ respective addresses shown on the Register. Unless otherwise specified herein, all notices and communications hereunder shall be deemed to have been given upon the earlier of receipt thereof or three (3) Business Days after the mailing thereof if sent by registered or certified mail with postage prepaid, or by private courier service.

Section 17. Facts Ascertainable. When the terms of this Certificate of Designation refers to a specific agreement or other document to determine the meaning or operation of a provision hereof, the Corporation shall maintain a copy of such agreement or document at the principal executive offices of the Corporation and a copy thereof shall be provided free of charge to any Holder who makes a written demand therefore. The Corporation shall also maintain a written record of the Initial Issue Date, the number of shares of Convertible Preferred Stock issued to a Holder and the date of each such issuance, and shall furnish such written record free of charge to any Holder who makes a written demand therefor.

Section 18. Waiver. The powers (including voting powers), if any, of the Convertible Preferred Stock and the preferences and relative, participating, optional, special or other rights, if any, and the qualifications, limitations or restrictions, if any, of the Convertible Preferred Stock may be waived as to all shares of Convertible Preferred Stock in any instance (without the necessity of calling, noticing or holding a meeting of stockholders) by the written consent or agreement of the Majority Holders, consenting or agreeing separately as a single class.

Section 19. Severability. If any term of the Convertible Preferred Stock set forth herein is invalid, unlawful or incapable of being enforced by reason of any rule of law or public policy, all other terms set forth herein which can be given effect without the invalid, unlawful or unenforceable term will, nevertheless and to the fullest extent permitted by applicable law, remain in full force and effect, and no term herein set forth will be deemed dependent upon any other such term unless so expressed herein.

Section 20. No Other Rights. The Convertible Preferred Stock will have no powers (including voting powers), if any, or preferences and relative, participating, optional, special or other rights, if any, or qualifications, limitations or restrictions, if any, except as provided in this Certificate of Designation or the Certificate of Incorporation or as required by applicable law.

[The Remainder of This Page Intentionally Left Blank; Signature Page Follows]

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Designation to be duly executed as of the date first written above.


API GROUP CORPORATION

By:
Name:
Title:

[Signature Page to Certificate of Designation]

EXHIBIT A

FORM OF PREFERRED STOCK CERTIFICATE

[Insert 144A Restricted Stock Legend, if applicable]

APi Group Corporation

5.5% Series B Perpetual Convertible Preferred Stock

Certificate No. [ ]

APi Group Corporation, a Delaware corporation (the “Corporation”), certifies that [ ] is the registered owner of [ ] shares of the Corporation’s 5.5% Series B Perpetual Convertible Preferred Stock, par value $0.0001 per share (the “Convertible Preferred Stock”) evidenced by this certificate (this “Certificate”). The powers (including voting powers), if any, or preferences and relative, participating, optional, special or other rights, if any, or qualifications, limitations or restrictions, if any, are set forth in the Certificate of Designation of the Corporation establishing the Convertible Preferred Stock (as the same may be amended or amended and restated, the “Certificate of Designation”). Capitalized terms used in this Certificate without definition have the respective meanings ascribed to them in the Certificate of Designation.

Additional terms of this Certificate are set forth on the other side of this Certificate.

[The Remainder of This Page Intentionally Left Blank; Signature Page Follows]

A-1

IN WITNESS WHEREOF, APi Group Corporation has caused this instrument to be duly executed as of the date set forth below.


						API GROUP CORPORATION

Date:						By:
						Name:
						Title:

Date:						By:
						Name:
						Title:

A-2

TRANSFER AGENT’S COUNTERSIGNATURE

[legal name of Transfer Agent], as Transfer Agent, certifies that this Certificate evidences shares of Convertible Preferred Stock referred to in the within-mentioned Certificate of Designation.


Date:	By:
		Authorized Signatory

B-3

APi Group Corporation

5.5% Series B Perpetual Convertible Preferred Stock

This Certificate evidences duly authorized, issued and outstanding shares of Convertible Preferred Stock. Notwithstanding anything to the contrary in this Certificate, to the extent that any provision of this Certificate conflicts with the provisions of the Certificate of Designation or the Certificate of Incorporation, the provisions of the of the Certificate of Designation or the Certificate of Incorporation, as applicable, will control.

1. Countersignature. This Certificate will not be valid until countersigned by the Transfer Agent.

2. Abbreviations. Customary abbreviations may be used in the name of a Holder or its assignee, such as TEN COM (tenants in common), TENENT (tenants by the entireties), JT TEN (joint tenants with right of survivorship and not as tenants in common), CUST (custodian), and U/G/M/A (Uniform Gift to Minors Act).

* * *

To request a copy of the Certificate of Designation, which the Corporation will provide to any Holder at no charge, please send a written demand to the following address:

APi Group Corporation

[●]

Attention: [●]

A-4

OPTIONAL CONVERSION NOTICE

APi Group Corporation

5.5% Series B Perpetual Convertible Preferred Stock

Subject to the terms of the Certificate of Designation, by executing and delivering this Optional Conversion Notice, the undersigned Holder of the Convertible Preferred Stock identified below directs the Corporation to convert (check one):

☐	all of the shares of Convertible Preferred Stock

☐	__________________* shares of Convertible Preferred Stock

evidenced by Certificate No. _______________.


Date:
		(Legal Name of Holder)

	By:
	Name:
	Title:

*	Must be a whole number.

B-5

FUNDAMENTAL CHANGE REPURCHASE NOTICE

APi Group Corporation

5.5% Series B Perpetual Convertible Preferred Stock

Subject to the terms of the Certificate of Designation, by executing and delivering this Fundamental Change Repurchase Notice, the undersigned Holder of the Convertible Preferred Stock identified below is exercising its Fundamental Change Repurchase Right with respect to (check one):

☐	all of the shares of Convertible Preferred Stock

☐	__________________* shares of Convertible Preferred Stock

evidenced by Certificate No. _______________.

The undersigned acknowledges that Certificate identified above, duly endorsed for transfer, must be delivered to the Paying Agent before the Fundamental Change Repurchase Price will be paid.


Date:
		(Legal Name of Holder)

	By:
	Name:
	Title:

*	Must be a whole number.

A-6

ASSIGNMENT FORM

APi Group Corporation

5.5% Series B Perpetual Convertible Preferred Stock

Subject to the terms of the Certificate of Designation, the undersigned Holder of the within Convertible Preferred Stock assigns to:


Name:

Address:

Social security or tax identification number:

the within Convertible Preferred Stock and all rights thereunder irrevocably appoints:

as agent to transfer the within Convertible Preferred Stock on the books of the Corporation. The agent may substitute another to act for him/her.


Date:
		(Legal Name of Holder)

	By:
	Name:
	Title:

A-7

EXHIBIT B

FORM OF 144A RESTRICTED STOCK LEGEND

THIS SECURITY HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

B-1

EXHIBIT C

FORM OF RESTRICTED STOCK LEGEND

THE OFFER AND SALE OF THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THIS SECURITY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED EXCEPT: (A) PURSUANT TO A REGISTRATION STATEMENT THAT IS EFFECTIVE UNDER THE SECURITIES ACT; OR (B) PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

C-1

EXHIBIT D

FORM OF GLOBAL CERTIFICATE LEGEND

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE ISSUER OR THE AGENT OF THE ISSUER FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE CERTIFICATE OF DESIGNATION RELATED TO THIS SECURITY FILED BY THE ISSUER ON [•], 2021 (AS AMENDED OR OTHERWISE MODIFIED FROM TIME TO TIME).

D-1

EXHIBIT C

FORM OF REGISTRATION RIGHTS AGREEMENT

BY AND AMONG

API GROUP CORPORATION,

[ 🌑 ]

AND

[ 🌑 ]

Dated as of [ 🌑 ], 2021

TABLE OF CONTENTS


		Page
Article I Resale Shelf Registration			1

Section 1.1	Resale Shelf Registration Statement		1
Section 1.2	Effectiveness Period		2
Section 1.3	Subsequent Shelf Registration		2
Section 1.4	Supplements and Amendments		3
Section 1.5	Subsequent Holder Notice		3
Section 1.6	Underwritten Offering		3
Section 1.7	Take-Down Notice		4

Article II Company Registration			4
Section 2.1	Notice of Registration		4
Section 2.2	Underwriting		5
Section 2.3	Right to Terminate Registration		6

Article III Additional Provisions Regarding Registration Rights			6

Section 3.1	Registration Procedures		6
Section 3.2	Limitation on Subsequent Registration Rights		9
Section 3.3	Expenses of Registration		9
Section 3.4	Information by Holders		9
Section 3.5	Rule 144 Reporting		10
Section 3.6	“Market Stand-Off” Agreement		10

Article IV Indemnification			11

Section 4.1	Indemnification by Company		11
Section 4.2	Indemnification by Holders		12
Section 4.3	Notification		13
Section 4.4	Contribution		13

Article V Transfer and Termination of Registration Rights			14

Section 5.1	Transfer of Registration Rights		14
Section 5.2	Termination of Registration Rights		14

Article VI Miscellaneous			14

Section 6.1	Counterparts		14
Section 6.2	Governing Law.		14
Section 6.3	Entire Agreement; No Third Party Beneficiary		15
Section 6.4	Expenses		15
Section 6.5	Notices		16

REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of [ 🌑 ], 2021, by and among APi Group Corporation, a Delaware corporation (including its successors and permitted assigns, the “Company”), and [ 🌑 ], a [Delaware limited partnership] and [ 🌑 ], a [Delaware limited partnership] (the “Investors” and each an “Investor”). Capitalized terms used but not defined elsewhere herein are defined in Exhibit A.

This Agreement is entered into in connection with the closing of the issuance of [ 🌑 ] shares of the Series B Convertible Preferred Stock, which are convertible into shares of Common Stock, pursuant to the Securities Purchase Agreement, dated as of [ 🌑 ], 2021, by and among the Company and the Investors (the “Securities Purchase Agreement”).

As a condition to each of the parties’ obligations under the Securities Purchase Agreement, the Company and the Investors are entering into this Agreement for the purpose of granting certain registration rights to the Investors.

RESALE SHELF REGISTRATION

(a) Resale Shelf Registration Statement. Subject to the other applicable provisions of this Agreement, the Company shall file on the date hereof and use its commercially reasonable efforts to cause to go effective as promptly as practicable a registration statement covering the sale or distribution from time to time by the Holders, on a delayed or continuous basis pursuant to Rule 415 of the Securities Act of all of the Registrable Securities on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, then such registration shall be on another appropriate form (including Form S-1) and shall provide for the registration of such Registrable Securities for resale by such Holders in accordance with any reasonable method of distribution elected by the Holders and provided for in such registration statement) (the “Resale Shelf Registration Statement” and such registration, the “Resale Shelf Registration”), and if the Company is a WKSI as of the filing date, the Resale Shelf Registration Statement shall be an Automatic Shelf Registration Statement. If the Resale Shelf Registration Statement is not an Automatic Shelf Registration Statement, then the Company shall use its commercially reasonable efforts to cause such Resale Shelf Registration Statement to be declared effective by the Commission as promptly as practicable after the filing thereof.

Notwithstanding the foregoing, if the Commission prevents the Company from including any or all of the Registrable Securities on the Resale Shelf Registration Statement due to limitations on the use of Rule 415 of the Securities Act for the resale of the Registrable Securities by the Holders, the Resale Shelf Registration Statement shall register the resale of a number of shares of the Registrable Securities which is equal to the maximum number of shares as is

permitted by the Commission, and, subject to the provisions of this Section 1.1, the Company shall continue to its use commercially reasonable efforts to register all remaining Registrable Securities as set forth in this Section 1.1. In such event, the number of shares of Registrable Securities to be registered for each Holder in the Resale Shelf Registration Statement shall be reduced pro rata among all Holders, provided, however, that, prior to reducing the number of shares of Registrable Securities to be registered for any Holder in such Resale Shelf Registration Statement, the Company shall first remove any shares of Registrable Securities to be registered for any Person other than a Holder that was proposed to be included in such Resale Shelf Registration Statement. The Company shall continue to use its commercially reasonable efforts to register all remaining Registrable Securities as promptly as practicable in accordance with the applicable rules, regulations and guidance of the Commission. Notwithstanding anything herein to the contrary, if the Commission, by written comment, limits the Company’s ability to file, or prohibits or delays the filing of, a Resale Shelf Registration Statement or a Subsequent Shelf Registration with respect to any or all the Registrable Securities, the Company’s compliance with such limitation, prohibition or delay solely to the extent of such limitation, prohibition or delay shall not be a breach or default by the Company under this Agreement and shall not be deemed a failure by the Company to use “commercially reasonable efforts” or “reasonable efforts” as set forth above or elsewhere in this Agreement.

(b) Effectiveness Period. Once effective, the Company shall, subject to the other applicable provisions of this Agreement, use its commercially reasonable efforts to cause the Resale Shelf Registration Statement or a Subsequent Shelf Registration to be continuously effective (including by filing a new Resale Shelf Registration Statement or Subsequent Shelf Registration, if necessary) and usable until the earlier of (a) the date on which all Registrable Securities included in such registration have been sold or distributed pursuant to the Resale Shelf Registration Statement or Subsequent Shelf Registration, as applicable, (b) the date as of which there are no longer in existence any Registrable Securities covered by the Resale Shelf Registration Statement or Subsequent Shelf Registration, as applicable, and (c) an earlier date agreed to in writing by the Holders of a majority of the Registrable Securities (the “Effectiveness Period”).

(c) Subsequent Shelf Registration. If any Shelf Registration ceases to be effective under the Securities Act for any reason at any time during the Effectiveness Period, the Company shall use its commercially reasonable efforts to promptly cause such Shelf Registration to again become effective under the Securities Act (including obtaining the prompt withdrawal of any order suspending the effectiveness of such Shelf Registration), and in any event shall within thirty (30) days of such cessation of effectiveness, amend such Shelf Registration in a manner reasonably expected to obtain the withdrawal of any order suspending the effectiveness of such Shelf Registration or, file an additional registration statement (a “Subsequent Shelf Registration”) for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act registering the resale from time to time by Holders thereof of all securities that are Registrable Securities as of the time of such filing. If a Subsequent Shelf Registration is filed, the Company shall use its commercially reasonable efforts to (a) cause such Subsequent Shelf Registration to become effective under the Securities Act as promptly as is reasonably practicable after such filing, but in no event later than the date that is ninety (90) days after such Subsequent Shelf Registration is filed and (b) keep such Subsequent

Shelf Registration (or another Subsequent Shelf Registration) continuously effective until the end of the Effectiveness Period. Any such Subsequent Shelf Registration shall be a Registration Statement on Form S-3 to the extent that the Company is eligible to use such form, and if the Company is a WKSI as of the filing date, such Registration Statement shall be an Automatic Shelf Registration Statement. Otherwise, such Subsequent Shelf Registration shall be on another appropriate form (including Form S-1) and shall provide for the registration of such Registrable Securities for resale by such Holders in accordance with any reasonable method of distribution elected by the Holders.

(d) Supplements and Amendments. The Company shall supplement and amend any Shelf Registration if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration if required by the Securities Act or as reasonably requested by the Holders covered by such Shelf Registration.

(e) Subsequent Holder Notice. If a Person becomes a Holder of Registrable Securities after a Shelf Registration becomes effective under the Securities Act, the Company shall, as promptly as is reasonably practicable following delivery of written notice to the Company of such Person becoming a Holder and requesting for its name to be included as a selling securityholder in the prospectus related to the Shelf Registration (a “Subsequent Holder Notice”):

(i) if required and permitted by applicable law, subject to Section 3.1(k), and if the Company is not a WKSI, without regard to the limitations included therein relating to the number of times the Company can provide a Suspension Notice within a 12 month period, file with the Commission a supplement to the related prospectus or a post-effective amendment to the Shelf Registration so that such Holder is named as a selling securityholder in the Shelf Registration and the related prospectus in such a manner as to permit such Holder to deliver a prospectus to purchasers of the Registrable Securities in accordance with applicable law;

(ii) if, pursuant to Section 1.5(a), the Company shall have filed a post-effective amendment to the Shelf Registration that is not automatically effective, use its commercially reasonable efforts to cause such post-effective amendment to become effective under the Securities Act as promptly as is reasonably practicable, but in any event by the date that is ninety (90) days after the date such post-effective amendment is required by Section 1.5(a) to be filed; and

(iii) notify such Holder as promptly as is reasonably practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 1.5(a).

(f) Underwritten Offering. The Holders of Registrable Securities may on one or more occasions after the Resale Shelf Registration Statement becomes effective deliver a written notice to the Company specifying that the sale of some or all of the Registrable Securities subject to the Shelf Registration is intended to be conducted through an

underwritten offering, so long as the anticipated gross proceeds of such underwritten offering is not less than twenty-five million dollars ($25,000,000) (unless the Holders are proposing to sell all of their remaining Registrable Securities in which case no such minimum gross proceeds threshold shall apply) (the “Underwritten Offering”). The Company will not be obligated to effect more than two (2) Underwritten Offering under this Section 1.6 during any twelve (12) month period. In the event of an Underwritten Offering:

(i) The Holder or Holders of a majority of the Registrable Securities participating in an Underwritten Offering shall select the managing underwriter or underwriters to administer the Underwritten Offering.

(ii) Notwithstanding any other provision of this Section 1.6, if the managing underwriter or underwriters of a proposed Underwritten Offering advises the Board of Directors of the Company that in its or their opinion the number of Registrable Securities requested to be included in such Underwritten Offering exceeds the number which can be sold in such Underwritten Offering in light of market conditions, the Registrable Securities shall be included on a pro rata basis upon the number of securities that each Holder shall have requested to be included in such offering. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the managing underwriter or underwriters.

(c) The Company shall agree and shall cause its executive officers and directors to sign a customary “lock-up” agreement with the underwriters in any Underwritten Offering; provided that the lock-up period required thereunder shall not exceed 90 days from the closing of the Underwritten Offering.

(g) Take-Down Notice. Subject to the other applicable provisions of this Agreement, at any time that any Shelf Registration Statement is effective, if a Holder delivers a notice to the Company (a “Take-Down Notice”) stating that it intends to effect a sale or distribution of all or part of its Registrable Securities included by it on any Shelf Registration Statement (a “Shelf Offering”) and stating the number of Registrable Securities to be included in such Shelf Offering, then, subject to the other applicable provisions of this Agreement, the Company shall, as promptly as practicable, amend or supplement the Shelf Registration Statement as may be necessary in order to enable such Registrable Securities to be sold and distributed pursuant to the Shelf Offering.

COMPANY REGISTRATION

(a) Notice of Registration. If at any time or from time to time the Company shall determine to file a registration statement with respect to an offering (or to make an underwritten public offering pursuant to a previously filed registration statement) for cash of its Common Stock, whether or not for its own account (other than a registration statement on Form S-4, Form S-8 or any successor forms), the Company will:

(i) promptly give to each Holder written notice thereof, which notice shall be given, to the extent reasonably practicable, no later than ten (10) days prior to the filing or launch date (except in the case of an offering that is an “overnight offering”, in which case such notice must be given no later than two (2) business days prior to the filing or launch date); and

(ii) subject to Section 2.2, include in such registration or underwritten offering (and any related qualification under blue sky laws or other compliance) all the Registrable Securities specified in a written request or requests made within five (5) days after receipt of such written notice from the Company by any Holder (except in the case of an offering that is an “overnight offering”, in which case such request must be made no later than one (1) business day after receipt of such written notice from the Company).

(b) Underwriting. The right of any Holder to registration pursuant to Section 1.6 or this Article II shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of Registrable Securities in the underwriting to the extent provided herein. Each Holder proposing to distribute its securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into and perform such Holder’s obligations under an underwriting agreement with the managing underwriter selected for such underwriting by the Company or by the stockholders of the Company who have the right to select the underwriters (such underwriting agreement to be in a customary form negotiated by the Company or such stockholders, as the case may be). Notwithstanding any other provision of this Article II, if the managing underwriter or underwriters of a proposed underwritten offering with respect to which Holders of Registrable Securities have exercised their piggyback registration rights advise the Board of Directors of the Company that in its or their opinion the number of Registrable Securities requested to be included in the offering thereby and all other securities proposed to be sold in the offering exceeds the number which can be sold in such underwritten offering in light of market conditions, the Registrable Securities and such other securities to be included in such underwritten offering shall be allocated, (a) first, in the event such offering was initiated by the Company for its own account, up to the total number of securities that the Company has requested to be included in such registration, (b) second, and only if all the securities referred to in clause (a) have been included, up to the total number of securities that the holders under the Existing Registration Rights Agreement have requested to be included in such offering, (c) third, and only if all the securities referred to in clause (b) have been included, up to the total number of securities that the Holders have requested to be included in such offering, together with the total number of securities that the Other Holders have requested to be included in such offering pursuant to the Other Agreement (in each case, pro rata based upon the number of securities that each of them shall have requested to be included in such offering) and (d) fourth, and only if all the securities referred to in clause (c) have been included, all other securities proposed to be included in such offering that, in the opinion of the managing underwriter or underwriters can be sold without having such adverse effect. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the managing underwriter or underwriters. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration.

(c) Right to Terminate Registration. The Company or the holders of securities who have caused a registration statement to be filed as contemplated by this Article II, as the case may be, shall have the right to have any registration initiated by it or them under this Article II terminated or withdrawn prior to the effectiveness thereof, whether or not any Holder has elected to include securities in such registration.

ADDITIONAL PROVISIONS REGARDING REGISTRATION RIGHTS

(a) Registration Procedures. In the case of each registration effected by the Company pursuant to Article I or II, the Company will keep each Holder participating in such registration reasonably informed as to the status thereof and, at its expense, the Company will, as expeditiously as possible to the extent applicable:

(i) prepare and file, as promptly as reasonably practicable, with the Commission a registration statement with respect to such securities in accordance with the applicable provisions of this Agreement;

(ii) prepare and file, as promptly as reasonably practicable, with the Commission such amendments, including post-effective amendments, and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement (including to permit the intended method of distribution thereof) and as may be necessary to keep the registration statement continuously effective for the period set forth in this Agreement;

(iii) furnish to the Holders participating in such registration and to their legal counsel copies of the registration statement proposed to be filed, and provide such Holders and their legal counsel the reasonable opportunity to review and comment on such registration statement provided that in no event shall the Company be required to delay or postpone any filing if such Holder and their legal counsel have not provided comments within five (5) Business Days of their receipt of such copies;

(iv) furnish to the Holders participating in such registration and to the underwriters of the securities being registered such reasonable number of copies of the registration statement, preliminary prospectus and final prospectus as the such underwriters may reasonably request in order to facilitate the public offering of such securities;

(v) use commercially reasonable efforts to notify each Holder of Registrable Securities covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the Company’s knowledge of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete in the light of the circumstances then existing, and, subject to Section 3.1(n), at the request of any such Holder, prepare promptly and furnish to such Holder a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchaser of such shares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete in the light of the circumstances then existing;

(vi) use commercially reasonable efforts to register and qualify the securities covered by such registration statement under such other securities or blue sky laws of such jurisdictions as shall be reasonably requested by the Holders; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions in which it is not already qualified;

(vii) in the event that the Registrable Securities are being offered in an underwritten public offering, enter into and perform its obligations under an underwriting agreement on customary terms and in accordance with the applicable provisions of this Agreement;

(viii) use commercially reasonable efforts to furnish, (i) on the date that such Registrable Securities are delivered to the underwriters for sale, if such securities are being sold through underwriters, an opinion and negative assurance letter, dated as of such date, of the legal counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and (ii) on the date that the offering of such Registrable Securities is priced and on the date that such securities are being sold through underwriters, a letter dated as of such date, from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters;

(ix) in connection with a customary due diligence review, make available during business hours for inspection by the Holders, any underwriter participating in any such disposition of Registrable Securities, if any, and any counsel or accountants retained by the Holders or underwriter, all relevant financial and other records, pertinent corporate documents and properties of the Company and its subsidiaries, and cause the officers, directors and employees of the Company and its subsidiaries to supply all relevant information and participate in customary due diligence sessions in each case reasonably requested by any such representative, underwriter, counsel or accountant in connection with such

registration statement, provided, however, each such underwriter shall agree in writing to hold in strict confidence and not to make any disclosure or use of any information requested above (the “Requested Information”), unless (1) the disclosure of the Requested Information is necessary to avoid or correct a misstatement or omission in such registration or is otherwise required under the Securities Act, (2) the release of the Requested Information is ordered pursuant to a final, non-appealable subpoena or order from a court or government body of competent jurisdiction, (3) the Requested Information is or has been made generally available to the public other than by disclosure in violation of this Agreement, (4) the Requested Information was within such underwriter’s possession on a non-confidential basis prior to it being furnished to such underwriter by or on behalf of the Company or any of its representatives, provided that the source of such information was not bound by a confidentiality agreement or other contractual, legal or fiduciary obligation of confidentiality with respect to such information or (5) the Requested Information becomes available to such underwriter on a non-confidential basis from a source other than the Company or any of its representatives, provided that such source is not bound by a confidentiality agreement or other contractual, legal or fiduciary obligation of confidentiality with respect to such information. Such underwriter agrees that it shall, upon learning that disclosure of the Requested Information is sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt notice to the Company and allow the Company, at the Company’s expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, the Requested Information deemed confidential;

(x) in the event that any broker-dealer underwrites any Registrable Securities or participates as a member of an underwriting syndicate or selling group or “participates in an offering” (within the meaning of the FINRA Rules) thereof, whether as a Holder or as an underwriter, placement, sales agent or broker or dealer in respect thereof, or otherwise, the Company will, upon the reasonable request of such broker-dealer, comply with any reasonable request of such broker-dealer in complying with the FINRA Rules;

(xi) notwithstanding any other provision of this Agreement, if the Board of Directors of the Company has determined in good faith that the disclosure necessary for continued use of the prospectus and registration statement by the Holders could be materially detrimental to the Company, the Company shall have the right not to file or not to cause the effectiveness of any registration covering any Registrable Securities and to suspend the use of the prospectus and the registration statement covering any Registrable Security for such period of time as its use would be materially detrimental to the Company by delivering written notice of such suspension to all Holders listed on the Company’s records; provided, however, that in any 12-month period the Company may exercise the right to such suspension not more than twice. From and after the date of a notice of suspension under this Section 3.1(k), each Holder agrees not to use the prospectus or registration statement until the earlier of (i) notice from the Company that such suspension has been lifted or (ii) the day following the sixtieth (60^th) day of suspension within any 12-month period;

(xii) cooperate with, and direct the Company’s transfer agent to cooperate with, the Holders and the managing underwriters, if any, to facilitate the timely settlement of any offering or sale of Registrable Securities, including the preparation and delivery of certificates (not bearing any legends) or book-entry (not bearing stop transfer instructions) representing Registrable Securities to be sold and, in connection therewith, if reasonably required by the Company’s transfer agent, the Company shall promptly cause an opinion of counsel to be delivered to and maintained with its transfer agent, together with any other authorizations, certificates and directions required by the transfer agent which authorize and direct the transfer agent to issue such Registrable Securities without restriction upon sale by the holder of such shares of Registrable Securities;

(xiii) use its reasonable best efforts to cause all shares of Registrable Securities to be listed on the national securities exchange on which the Common Stock is then listed; and

(xiv) cause its officers to use their reasonable best efforts to support the marketing of the Registrable Securities (including participation in “road shows” and other customary marketing activities, which may be virtual).

(b) Limitation on Subsequent Registration Rights. From and after the date hereof, the Company shall not enter into any agreement granting any holder or prospective holder of any securities of the Company registration rights with respect to such securities that conflict with the rights granted to the Holders herein, without the prior written consent of Holders of a majority of the Registrable Securities.

(c) Expenses of Registration. All Registration Expenses incurred in connection with any registration pursuant to this Agreement or otherwise in complying with this Agreement shall be borne by the Company. All Selling Expenses relating to securities registered on behalf of the Holders shall be borne by the Holders of the registered securities included in such registration.

(d) Information by Holders. The Holder or Holders of Registrable Securities included in any registration shall furnish to the Company such information regarding such Holder or Holders, the Registrable Securities held by them and the distribution proposed by such Holder or Holders as the Company may reasonably request in writing and as shall be required in connection with any registration, qualification or compliance referred to in this Agreement. It is understood and agreed that the obligations of the Company under Article I or II are conditioned on the timely provisions of the foregoing information by such Holder or Holders and, without limitation of the foregoing, will be conditioned on compliance by such Holder or Holders with the following:

(i) such Holder or Holders will cooperate with the Company in connection with the preparation of the applicable registration statement, and for so long as the Company is obligated to keep such registration statement effective, such Holder or Holders will provide to the Company, in writing and in a timely manner, for use in such registration statement (and expressly identified in writing as such), all information regarding themselves and such other information as may be required by applicable law to enable the Company to prepare such registration statement and the related prospectus covering the applicable Registrable Securities owned by such Holder or Holders and to maintain the currency and effectiveness thereof;

(ii) during such time as such Holder or Holders may be engaged in a distribution of the Registrable Securities, such Holder or Holders will comply with all laws applicable to such distribution, including Regulation M promulgated under the Exchange Act, and, to the extent required by such laws, will, among other things: (i) not engage in any stabilization activity in connection with the securities of the Company in contravention of such laws and (ii) if required by applicable law, cause to be furnished to each agent or broker-dealer to or through whom such Registrable Securities may be offered, or to the offeree if an offer is made directly by such Holder or Holders, such copies of the applicable prospectus (as amended and supplemented to such date) and documents incorporated by reference therein as may be required by such agent, broker-dealer or offeree; and

(iii) on receipt of written notice from the Company of the happening of any of the events specified in Section 3.1(k), or that requires the suspension by such Holder or Holders of the distribution of any of the Registrable Securities owned by such Holder or Holders pursuant to a registered offering, then such Holders shall cease offering or distributing the Registrable Securities owned by such Holder or Holders in a registered offering until the offering and distribution of the Registrable Securities owned by such Holder or Holders may recommence in accordance with the terms hereof and applicable law.

(e) Rule 144 Reporting. With a view to making available the benefits of Rule 144 to the Holders, the Company will use commercially reasonable efforts to:

(i) file with the Commission in a timely manner all reports and other documents required of the Company under the Exchange Act; and

(ii) so long as a Holder owns any Restricted Securities, furnish to the Holder forthwith upon written request a written statement by the Company as to its compliance with the reporting requirements of the Exchange Act.

(f) “Market Stand-Off” Agreement. The Company and the Holders shall not sell, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale with respect to, any Common Stock (or other securities of the Company) (other than those included in the registration) for a period specified by the representatives of the managing underwriter or underwriters of Common Stock (or other securities of the Company convertible into Common Stock) not to exceed five (5) days prior and ninety (90) days following any registered public sale of securities by the Company in which such Holder participates in

accordance with Article II, subject to customary exceptions, including (a) transfers to affiliates and (b) pledges and foreclosures on such pledges. Each of the Holders also shall execute and deliver any “lock-up” agreement reasonably requested by the representatives of any underwriters of the Company in connection with an offering in which such Holder participates, subject to customary exceptions, including (a) transfers to affiliates and (b) pledges and foreclosures on such pledges.

INDEMNIFICATION

(a) Indemnification by Company. To the extent permitted by applicable law, the Company will, with respect to any Registrable Securities as to which registration or qualification or compliance under applicable “blue sky” laws has been effected pursuant to this Agreement, indemnify each Holder, each Holder’s current and former officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees, and each Person controlling such Holder or any of the foregoing within the meaning of Section 15 of the Securities Act, and each underwriter thereof, if any, and each Person who controls any such underwriter within the meaning of Section 15 of the Securities Act (collectively, the “Company Indemnified Parties”), against all expenses, claims, losses, damages, costs (including costs of preparation and reasonable attorney’s fees and any legal or other fees or expenses actually incurred by such party in connection with any investigation or proceeding), judgments, fines, penalties, charges, amounts paid in settlement and other liabilities, joint or several (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, prospectus, preliminary prospectus, offering circular or other document, or any amendment or supplement thereto incident to any such registration, qualification or compliance or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, or any violation by the Company of, or any rule or regulation promulgated under, the Securities Act, Exchange Act or state securities laws applicable to the Company in connection with any such registration, and the Company will reimburse each of the Company Indemnified Parties for any reasonable legal and any other expenses reasonably incurred in connection with investigating, preparing or defending any such claim, loss, damage, liability or action, as such expenses are incurred. The indemnity agreement contained in this Section 4.1 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld or delayed), nor shall the Company be liable to a Holder in any such case for any such loss, claim, damage, liability or action to the extent that it arises out of or is based upon a violation or alleged violation of any state or federal law (including any claim arising out of or based on any untrue statement or alleged untrue statement or omission or alleged omission in the registration statement or prospectus) which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by or on behalf of any Holder

(b) Indemnification by Holders. To the extent permitted by applicable law, each Holder will, if Registrable Securities held by such Holder are included in the securities as to which such registration or qualification or compliance under applicable “blue sky” laws is being effected, indemnify, severally and not jointly, the Company, each of its directors, officers, partners, members, managers, shareholders, accountants, attorneys, agents and employees, each underwriter, if any, of the Company’s securities covered by such a registration, each Person who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act, and each other Holder and each of such other Holder’s officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees and each Person controlling such Holder or any of the foregoing within the meaning of Section 15 of the Securities Act (collectively, the “Holder Indemnified Parties”), against all expenses, claims, losses, damages, costs (including costs of preparation and reasonable attorney’s fees and any legal or other fees or expenses actually incurred by such party in connection with any investigation or proceeding), judgments, fines, penalties, charges, amounts paid in settlement and other and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, prospectus, preliminary prospectus, offering circular or other document, or any amendment or supplement thereto incident to any such registration, qualification or compliance or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, or any violation by such Holder of, or any rule or regulation promulgated under, the Securities Act, Exchange Act or state securities law applicable to such Holder, and will reimburse each of the Holder Indemnified Parties for any reasonable legal or any other expenses reasonably incurred in connection with investigating, preparing or defending any such claim, loss, damage, liability or action, as such expenses are incurred, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by such Holder and stated to be specifically for use therein, provided, however, that in no event shall any indemnity under this Section 4.2 payable by a Holder exceed the amount by which the net proceeds actually received by such Holder from the sale of Registrable Securities included in such registration exceeds the amount of any other losses, expenses, settlements, damages, claims and liabilities that such Holder has been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission or violation. The indemnity agreement contained in this Section 4.2 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the prior written consent of the applicable Holder (which consent shall not be unreasonably withheld or delayed), nor shall the Holder be liable for any such loss, claim, damage, liability or action where such untrue statement or alleged untrue statement or omission or alleged omission was corrected in a final or amended prospectus, and the Company or the underwriters failed to deliver a copy of the final or amended prospectus at or prior to the confirmation of the sale of the Registrable Securities to the Person asserting any such loss, claim, damage or liability in any case in which such delivery is required by the Securities Act

(c) Notification. Each party entitled to indemnification under this Article IV (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided, however, that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld or delayed), and the Indemnified Party may participate in such defense at such party’s expense; provided, further, however, that an Indemnified Party (together with all other Indemnified Parties) shall have the right to retain one (1) separate counsel, with the reasonable fees and expenses to be paid by the Indemnifying Party, if representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to conflicting interests between such Indemnified Party and any other party represented by such counsel in such proceeding. The failure of any Indemnified Party to give notice as provided herein shall relieve the Indemnifying Party of its obligations under this Article IV, only to the extent that, the failure to give such notice is materially prejudicial or harmful to an Indemnifying Party’s ability to defend such action. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the prior written consent of each Indemnified Party (which consent shall not be unreasonably withheld or delayed), consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. The indemnity agreements contained in this Article IV shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. The indemnification set forth in this Article IV shall be in addition to any other indemnification rights or agreements that an Indemnified Party may have.

(d) Contribution. If the indemnification provided for in this Article IV is held by a court of competent jurisdiction to be unavailable to an Indemnified Party, other than pursuant to its terms, with respect to any claim, loss, damage, liability or action referred to therein, then, subject to the limitations contained in Article IV, the Indemnifying Party, in lieu of indemnifying such Indemnified Party hereunder, shall contribute to the amount paid or payable by such Indemnified Party as a result of such claim, loss, damage, liability or action in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party on the one hand and the Indemnified Party on the other in connection with the actions that resulted in such claims, loss, damage, liability or action, as well as any other relevant equitable considerations. The relative fault of the Indemnifying Party and of the Indemnified Party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact related to information supplied by the Indemnifying Party or by the Indemnified Party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Holders agree that it would not be just and equitable if contribution pursuant to this Section 4.4 were based solely upon the number of entities from whom contribution was requested or by any other method of allocation which does not take account of the equitable considerations referred to above in this Section 4.4. In no event shall any Holder’s contribution obligation under this Section 4.4 exceed the amount by which the net proceeds actually received by such Holder from

the sale of Registrable Securities included in such registration exceeds the amount of any other losses, expenses, settlements, damages, claims and liabilities that such Holder has been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission or violation. No Person guilty of fraudulent misrepresentation (within the meaning of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

TRANSFER AND TERMINATION OF REGISTRATION RIGHTS

(a) Transfer of Registration Rights. The rights to cause the Company to register securities granted to a Holder under this Agreement may be transferred or assigned to any Person in connection with any Transfer (as defined in the Securities Purchase Agreement) or assignment of Registrable Securities; provided, however, that (a) such transfer may otherwise be effected in accordance with applicable securities laws, (b) prior written notice of such assignment is given to the Company, and (c) such transferee agrees in writing to be bound by, and subject to, this Agreement as a “Holder” pursuant to a written instrument in form and substance reasonably acceptable to the Company.

(b) Termination of Registration Rights. The rights of any particular Holder to cause the Company to register securities under Articles I and II shall terminate with respect to such Holder upon the date upon which such Holder no longer holds any Registrable Securities.

MISCELLANEOUS.

(a) Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and will become effective when one or more counterparts have been signed by a party and delivered to the other parties. Copies of executed counterparts transmitted by telecopy, telefax or other electronic transmission service shall be considered original executed counterparts for purposes of this Section 6.1, provided that receipt of copies of such counterparts is confirmed.

(b) Governing Law.

(i) This Agreement shall be governed by, and construed in accordance with, the laws of the state of Delaware, without giving effect to any choice of law or conflict of law rules or provisions (whether of the state of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the state of Delaware.

(ii) Any dispute relating hereto shall be heard in the U.S. District Court for the District of Delaware (and any federal appellate courts therefrom) (and to the extent such court declines jurisdiction, the Court of Chancery of the State of Delaware) (each a “Chosen Court” and collectively, the “Chosen Courts”), and the parties agree to the exclusive jurisdiction and venue of the Chosen Courts. Such

Persons further agree that any proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby or by any matters related to the foregoing (the “Applicable Matters”) shall be brought exclusively in a Chosen Court, and that any proceeding arising out of this Agreement or any other Applicable Matter shall be deemed to have arisen from a transaction of business in the state of Delaware, and each of the foregoing Persons hereby irrevocably consents to the jurisdiction of such Chosen Courts in any such proceeding and irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that such Person may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such Chosen Court or that any such proceeding brought in any such Chosen Court has been brought in an inconvenient forum.

(iii) Such Persons further covenant not to bring a proceeding with respect to the Applicable Matters (or that could affect any Applicable Matter) other than in such Chosen Court and not to challenge or enforce in another jurisdiction a judgment of such Chosen Court.

(iv) Process in any such proceeding may be served on any Person with respect to such Applicable Matters anywhere in the world, whether within or without the jurisdiction of any such Chosen Court. Without limiting the foregoing, each such Person agrees that service of process on such party as provided in Section 6.5 shall be deemed effective service of process on such Person.

(v) Waiver of Jury Trial. EACH PARTY HERETO, FOR ITSELF AND ITS AFFILIATES, HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT OR OTHER PROCEEDING (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THE ACTIONS OF THE PARTIES HERETO OR THEIR RESPECTIVE AFFILIATES PURSUANT TO THIS AGREEMENT OR IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT HEREOF.

(c) Entire Agreement; No Third Party Beneficiary. This Agreement and the Securities Purchase Agreement contain the entire agreement by and among the parties with respect to the subject matter hereof and all prior negotiations, writings and understandings relating to the subject matter of this Agreement. Except as provided in Article IV, this Agreement is not intended to confer upon any Person not a party hereto (or their successors and permitted assigns) any rights or remedies hereunder.

(d) Expenses. Except as provided in Section 3.3, all fees, costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby, including accounting and legal fees shall be paid by the party incurring such expenses.

(e) Notices. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given or made as follows: (a) if sent by registered or certified mail in the United States return receipt requested, upon receipt; (b) if sent by nationally recognized overnight air courier, one (1) business day after mailing; (c) if sent by e-mail transmission, with a copy sent on the same day in the manner provided in the foregoing clause (a) or (b), when transmitted and receipt is confirmed; and (d) if otherwise actually personally delivered, when delivered, provided, that such notices, requests, demands and other communications are delivered to the address set forth below, or to such other address as any party shall provide by like notice to the other parties to this Agreement:

If to the Company, to:

APi Group Corporation

1100 Old Highway 8 NW

New Brighton, Minnesota 55112

Attention: General Counsel and Secretary, Andrea Fike, Esq.

Email: andrea.fike@apigroupinc.us

with a copy (which shall not constitute notice) to:

Greenberg Traurig, LLP

401 E. Las Olas Blvd., Suite 2000

Ft. Lauderdale, FL 33301

Attention: Donn A. Beloff, Esq.

Email: beloffd@gtlaw.com

If to a Holder, to:

c/o The Blackstone Group Inc.

345 Park Avenue

New York, NY 10154

Attention: Shary Moalemzadeh

Andrea Serra

E-mail: Shary.Moalemzadeh@

blackstone.com

Andrea.Serra@blackstone.com

with a copy (which shall not constitute notice) to:

Kirkland & Ellis LLP

601 Lexington Ave

New York, New York 10022

Attention: Peter Martelli, P.C.

Joshua Korff, P.C.

David Perechocky

E-mail: peter.martelli@kirkland.com

jkorff@kirkland.com

david.perechocky@kirkland.com

(f) Successors and Assigns . This Agreement will be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Except as provided in Section 5.1, no assignment of this Agreement or of any rights or obligations hereunder may be made by any party hereto without the prior written consent of the other parties hereto. Any purported assignment or delegation in violation of this Agreement shall be null and void ab initio.

(g) Headings. The Section, Article and other headings contained in this Agreement are inserted for convenience of reference only and will not affect the meaning or interpretation of this Agreement.

(h) Amendments and Waivers. This Agreement may not be modified or amended except by an instrument or instruments in writing signed by the Company and the Holders of a majority of the Registrable Securities outstanding at the time of such amendment. Any party hereto may, only by an instrument in writing, waive compliance by any other party or parties hereto with any term or provision hereof on the part of such other party or parties hereto to be performed or complied with. No failure or delay of any party in exercising any right or remedy hereunder shall operate as a waiver thereof, nor will any single or partial exercise of any right or power, or any abandonment or discontinuance of steps to enforce such right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The waiver by any party hereto of a breach of any term or provision hereof shall not be construed as a waiver of any subsequent breach. The rights and remedies of the parties hereunder are cumulative and are not exclusive of any rights or remedies that they would otherwise have hereunder.

(i) Interpretation; Absence of Presumption.

(i) For the purposes hereof: (i) words in the singular shall be held to include the plural and vice versa and words of one gender shall be held to include the other gender as the context requires; (ii) the terms “hereof,” “herein,” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section and paragraph references are to the Sections and paragraphs in this Agreement unless otherwise specified; (iii) the word “including” and words of similar import when used in this Agreement shall mean “including, without limitation,” unless the context otherwise requires or unless otherwise specified; and (iv) the word “or” , “any” or “either” shall not be exclusive. References to a Person are also to its permitted assigns and successors. When calculating the period of time between which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded (and unless, otherwise required by Law, if the last day of such period is not a business day, the period in question shall end on the next succeeding business day)

(ii) With regard to each and every term and condition of this Agreement, the parties hereto understand and agree that the same have or has been mutually negotiated, prepared and drafted, and if at any time the parties hereto desire or are required to interpret or construe any such term or condition, no consideration will be given to the issue of which party hereto actually prepared, drafted or requested any term or condition of this Agreement.

(j) Severability. Any provision hereof that is held to be invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, shall be ineffective only to the extent of such invalidity, illegality or unenforceability, without affecting in any way the remaining provisions hereof, provided, however, that the parties will attempt in good faith to reform this Agreement in a manner consistent with the intent of any such ineffective provision for the purpose of carrying out such intent.

(The next page is the signature page)

IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first above written.


API GROUP CORPORATION

By:
		Name:
		Title:

[ 🌑 ]

By:
		Name:
		Title:

[ 🌑 ]

By:
		Name:
		Title:

[Signature Page to Registration Rights Agreement]

S-1

EXHIBIT A

DEFINED TERMS

1. The following capitalized terms have the meanings indicated:

“Affiliate” of any Person means any Person, directly or indirectly, controlling, controlled by or under common control with such Person.

“Automatic Shelf Registration Statement” means an “automatic shelf registration statement” as defined under Rule 405.

“Commission” means the Securities and Exchange Commission.

“Common Stock” means the Company’s common stock, par value $0.0001 per share.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, or any similar successor federal statute, and the rules and regulations of the Commission thereunder, all as the same shall be in effect from time to time.

“Existing Registration Rights Agreement” means that certain Registration Rights Agreement, dated March 24, 2020, by and between APi Group Corporation and Viking Global Opportunities Liquid Portfolio Sub-Master LP.

“Holder” means (a) any Investor holding Registrable Securities and (b) any transferee to which the rights under this Agreement have been transferred in accordance with Section 5.1.

“Other Agreement” means that certain Registration Rights Agreement, dated July 26, 2021, by and between APi Group Corporation and Viking Global Equities Master Ltd.

“Other Holder” means (a) Viking Global Equities Master Ltd. to the extent it holds “Registrable Securities” (as such term is defined in the Other Agreement) and (b) any transferee to which the rights under the Other Agreement have been transferred in accordance with the Other Agreement.

“Person” means an individual, corporation, partnership, limited liability company, joint venture, association, trust, unincorporated organization, other legal entity, or any government or governmental agency or authority.

“register”, “registered” and “registration” refer to a registration effected by preparing and filing a registration statement in compliance with the Securities Act, and the declaration or ordering of the effectiveness of such registration statement.

“Registrable Securities” means (a) any shares of Common Stock issued or issuable upon conversion of the Series B Convertible Preferred Stock, (b) any shares of Common Stock that may be received as payment of dividends in kind on the Series B Convertible Preferred Stock and (c) any Common Stock actually issued in respect of the securities described in clauses (a) or (b) above or this clause (c) upon any stock split, stock dividend, recapitalization, reclassification, merger, consolidation or similar event; provided, however, that the securities described in clauses (a), (b) and (c) above shall only be treated as Registrable Securities until the earliest of: (i) the date on

A-1

which such security has been registered under the Securities Act and disposed of in accordance with an effective Registration Statement relating thereto; (ii) the date on which such security has been sold pursuant to Rule 144 and the security is no longer a Restricted Security; or (iii) such Registrable Securities becoming eligible for sale by the Holder pursuant to Rule 144 without volume or manner-of-sale restrictions (but only if the Company has effected the removal of any legend from the certificates evidencing the Registrable Securities).

“Registration Expenses” means (a) all expenses incurred by the Company in complying with this Agreement, including internal expenses, all registration, qualification, listing and filing fees, printing expenses, escrow fees, rating agency fees, fees and disbursements of the Company’s independent registered public accounting firm, fees and disbursements of counsel for the Company, blue sky fees and expenses, (b) the fees and expenses of one counsel to the Holders in connection with this Agreement selected by the Holder or Holders of a majority of the Registrable Securities not to exceed $125,000 and (c) the fees and expenses of counsel for the underwriters and any qualified independent underwriter in connection with FINRA and blue sky qualifications; provided, however, that Registration Expenses shall not include any Selling Expenses.

“Restricted Securities” means any Common Stock required to bear the legends set forth in Sections 4.2(b) and 4.2(c) of the Securities Purchase Agreement.

“Rule 144” means Rule 144 promulgated under the Securities Act and any successor provision.

“Rule 405” means Rule 405 promulgated under the Securities Act and any successor provision.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder or any similar federal statute and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time.

“Selling Expenses” means all underwriting discounts, selling commissions and stock transfer taxes applicable to the securities registered by the Holders.

“Series B Convertible Preferred Stock” means the Company’s 5.5% Series B Perpetual Convertible Preferred Stock, par value $0.0001 per share.

“Shelf Registration” means the Resale Shelf Registration or a Subsequent Shelf Registration, as applicable.

“Transfer” has the meaning given to such term in the Securities Purchase Agreement.

“WKSI” means a “well known seasoned issuer” as defined under Rule 405.

A-2

2. The following terms are defined in the Sections of the Agreement indicated:

INDEX OF TERMS


Term		Section
Agreement		Preamble
Applicable Matters		Section 6.2(b)
Chosen Court		Section 6.2(b)
Company		Preamble
Company Indemnified Parties		Section 4.1
Effectiveness Period		Section 1.2
Holder		Section 5.1
Holder Indemnified Parties		Section 4.2
Indemnified Party		Section 4.3
Indemnifying Party		Section 4.3
Investor		Preamble
Market Stand-Off		Section 3.6
Resale Shelf Registration		Section 1.1
Securities Purchase Agreement		Preamble
Subsequent Holder Notice		Section 1.5
Subsequent Shelf Registration		Section 1.3
Underwritten Offering		Section 1.6

A-3

Exhibit 10.2

Execution Version

SECURITIES PURCHASE AGREEMENT

BY AND AMONG

API GROUP CORPORATION,

VIKING GLOBAL EQUITIES MASTER LTD.

AND

VIKING GLOBAL EQUITIES II LP

Dated as of July 26, 2021

TABLE OF CONTENTS


		Page
ARTICLE I PURCHASE AND SALE OF PURCHASED SHARES			1

Section 1.1	Purchase and Sale		1

Section 1.2	Closing		1

ARTICLE II REPRESENTATIONS AND WARRANTIES OF THE COMPANY			2

Section 2.1	Organization and Power		2

Section 2.2	Authorization; No Conflicts		2

Section 2.3	Government Approvals		3

Section 2.4	Authorized and Outstanding Stock		3

Section 2.5	Subsidiaries		5

Section 2.6	Private Placement		5

Section 2.7	SEC Documents; Financial Information		6

Section 2.8	Internal Control Over Financial Reporting		6

Section 2.9	Disclosure Controls and Procedures		7

Section 2.10	Litigation		7

Section 2.11	Compliance with Laws; Permits		7

Section 2.12	Taxes		8

Section 2.13	Employee Benefit Plans		8

Section 2.14	Labor Matters		9

Section 2.15	Environmental Matters		9

Section 2.16	Intellectual Property; Security		10

Section 2.17	Registration Rights		10

Section 2.18	Investment Company Act		10

Section 2.19	NYSE		10

Section 2.20	No Brokers or Finders		10

Section 2.21	Illegal Payments; FCPA Violations		11

Section 2.22	Sanctions and Export Controls		11

Section 2.23	Absence of Certain Changes		11

Section 2.24	Government Contracts		11

Section 2.25	No Anti-Takeover Provisions		12

Section 2.26	No Additional Representations		12

ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE PURCHASER			12

Section 3.1	Organization and Power		13

Section 3.2	Authorization, Etc.		13

Section 3.3	Government Approvals		13

Section 3.4	Investment Representations		13

Section 3.5	Reserved		14

Section 3.6	No Brokers or Finders		14

Section 3.7	Financing		14


Section 3.8	No Additional Representations	15

ARTICLE IV COVENANTS OF THE PARTIES		15

Section 4.1	Reserved	15

Section 4.2	Restrictive Legends; Transfer Requirements	15

Section 4.3	Reserved	18

Section 4.4	Confidentiality	18

Section 4.5	Information Rights	19

Section 4.6	Filings; Other Actions	19

Section 4.7	Antitakeover Provisions	20

Section 4.8	Tax Matters.	21

Section 4.9	NYSE Listing	23

Section 4.10	State Securities Laws	23

Section 4.11	Reserved	23

Section 4.12	Negative Covenants	23

Section 4.13	Sponsor	24

Section 4.14	Use of Proceeds	24

Section 4.15	Corporate Actions	24

Section 4.16	Carrier Acquisition	25

Section 4.17	Corporate Opportunities	25

Section 4.18	Financing Cooperation	26

ARTICLE V CONDITIONS TO THE PARTIES’ OBLIGATIONS		28

Section 5.1	Conditions of the Purchaser	28

Section 5.2	Conditions of the Company	29

ARTICLE VI PREEMPTIVE RIGHTS		31

Section 6.1	Generally	31

Section 6.2	Calculation of Preemptive Rights Portion	31

Section 6.3	Preemptive Rights Notices and Procedures	31

Section 6.4	Purchase of New Securities	32

Section 6.5	Consideration Other than Cash	32

Section 6.6	Miscellaneous	32

ARTICLE VII MISCELLANEOUS		33

Section 7.1	Survival	33

Section 7.2	Counterparts	33

Section 7.3	Governing Law	33

Section 7.4	Entire Agreement; No Third Party Beneficiary	34

Section 7.5	Expenses	34

Section 7.6	Notices	34

Section 7.7	Successors and Assigns	35

Section 7.8	Headings	35

Section 7.9	Amendments and Waivers	35


Section 7.10	Interpretation; Absence of Presumption	36

Section 7.11	Severability	36

Section 7.12	Specific Performance	36

Section 7.13	Public Announcement	37

Section 7.14	Reserved	37

Section 7.15	Non-Recourse	37

Section 7.16	Further Assurances	37

ARTICLE VIII TERMINATION		38

Section 8.1	Termination	38

Section 8.2	Certain Effects of Termination	38

EXHIBITS


Exhibit A		Definitions
Exhibit B		Form of Certificate of Designation
Exhibit C		Form of Registration Rights Agreement
Exhibit D		VCOC Letter Agreement

iii

SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT dated as of July 26, 2021 (this “Agreement”) is by and among APi Group Corporation, a Delaware corporation (the “Company”), Viking Global Equities Master Ltd., a Cayman Islands exempted company, and Viking Global Equities II LP, a Delaware limited partnership (collectively, the “Purchaser”). Capitalized terms used but not defined herein have the meanings assigned to them in Exhibit A.

Concurrent with the consummation of the Acquisition, the Purchaser desires to purchase from the Company, and the Company desires to issue and sell to the Purchaser, an aggregate of 200,000 shares of the Company’s Series B Perpetual Convertible Preferred Stock, par value $0.0001 per share (the “Series B Preferred Stock”), on the terms and subject to the conditions hereinafter set forth.

ARTICLE I

PURCHASE AND SALE OF PURCHASED SHARES

Section 1.1 Purchase and Sale. On the terms and subject to the satisfaction or waiver of the conditions set forth in this Agreement, at the Closing, the Purchaser shall purchase, and the Company shall issue and sell to the Purchaser, an aggregate of 200,000 shares of Series B Preferred Stock with an original purchase price of $1,000 per share (the “Purchased Shares”) for an aggregate purchase price of the Purchased Shares delivered at Closing of $200,000,000 (the “Purchase Price”). The Purchased Shares shall be allocated among the Initial Purchaser Parties as set forth on Schedule I, unless further allocated by the Initial Purchaser Parties to Affiliates of the Sponsor in accordance with Section 7.7. The Series B Preferred Stock shall have the rights, powers, preferences and privileges set forth in the Certificate of Designation attached as Exhibit B (as the same may be amended or amended and restated, the “Certificate of Designation”).

ARTICLE II

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company represents and warrants to the Purchaser as of the date hereof and as of the Closing Date (except to the extent made only as of a specified date in which case as of such date), that, except as set forth in the SEC Documents filed by the Company with the SEC since April 28, 2020 and prior to the date hereof (other than disclosures in the “Risk Factors” or “Forward-Looking Statements” sections or similarly captioned sections of any such filings); provided, however, that any such exception shall be deemed to be disclosed with respect to each other representation or warranty to which the relevance of such exception is reasonably apparent on the face of such disclosure):

Section 2.2 Authorization; No Conflicts.

(b) The authorization, execution, delivery and performance by the Company of this Agreement and the Registration Rights Agreement, and the consummation by the Company of the transactions contemplated hereby and thereby, including the filing of the Certificate of Designation and the issuance of the Purchased Shares, the Conversion Shares and any Dividend Shares do not and will not: (i) violate or result in the breach of any provision of the Certificate of Incorporation or Bylaws of the Company; or (ii) with such exceptions that have not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (x) violate any provision of, constitute a breach of, or default under, any judgment, order, writ, or decree applicable to the Company or any of its Subsidiaries or any mortgage, loan or credit agreement, indenture, bond, note, deed of trust, lease, sublease, license, contract or other agreement (each, a “Contract”) to which the Company or any of its Subsidiaries is a party or accelerate the Company’s or, if applicable, any of its Subsidiaries’ obligations under any such Contract; (y) violate any provision of, constitute a breach of, or default under, any applicable state, federal or local law, rule or regulation, including Section 203 of the General Corporation Law of the State of Delaware (“DGCL”); or (z) result in the creation of any lien upon any assets of the Company or any of its Subsidiaries or the suspension, revocation or forfeiture of any franchise, permit or license granted by a Governmental Entity to the Company or any of its Subsidiaries, other than liens under federal or state securities laws.

Section 2.4 Authorized and Outstanding Stock.

(d) Except as otherwise expressly described in this Section 2.4 and as contemplated by that certain Securities Purchase Agreement, dated as of the date hereof, by and among BTO June Holdings L.P., Blackstone Tactical Opportunities Fund – FD L.P. and the Company, a copy of which has been made available to Purchaser (the “Blackstone Agreement”): (i) no subscription, warrant, option, convertible security or other right, commitment, agreement, arrangement issued by the Company or any other obligation of the Company to purchase or acquire any shares of capital stock of the Company is authorized or outstanding; (ii) there is not any commitment, agreement, arrangement or obligation of the Company to issue any subscription, warrant, option, convertible security or other such right or to issue or distribute capital stock of, or other equity or voting interest (or voting debt) in, the Company; (iii) the Company has no obligation to purchase, redeem or otherwise acquire any shares of its capital stock or to pay any dividend or make any other distribution in respect thereof; (iv) there are no obligations of the

Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock of, or other equity or voting interests (or voting debt) in, the Company; (v) there are no outstanding shares of capital stock of, or other equity or voting interests of any character in, the Company as of the date hereof other than shares that have become outstanding after the Capitalization Date which were reserved for issuance as of the Capitalization Date as set forth in Section 2.4(a) or pursuant to the exercise, after the Capitalization Date, of outstanding stock options described in Section 2.4(b)(iii) or stock options issued and subsequently exercised after the Capitalization Date; (vi) there are no agreements, arrangements or commitments between the Company and any Person relating to the acquisition, disposition or voting of the capital stock of, or other equity or voting interest (or voting debt) in, the Company and (vii) there are no equity appreciation, phantom equity, profit participation or similar rights with respect to the Company or any of its capital stock or equity interests. There exists no preemptive right, whether arising by operation of law, under the Certificate of Incorporation, the Bylaws or any contract, or otherwise, with respect to the issuance of any capital stock of the Company.

Section 2.13 Employee Benefit Plans.

Section 2.14 Labor Matters.

any violation or alleged violation of, or any liability or alleged liability under or related to, any Requirements of Environmental Law or Environmental Permit or any presence or release of any Hazardous Substance, and there is no basis for any such notice or claim, except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Neither the Company nor any of its Subsidiaries has assumed or retained, as a result of any contract, any liabilities under any Requirements of Environmental Law or concerning any Hazardous Substances, except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Section 2.19 NYSE. The Company’s Common Stock is listed on the NYSE, and no event has occurred, and the Company is not aware of any event that is reasonably likely to occur, that would result in the Common Stock being delisted from the NYSE. The Company is in compliance in all material respects with the listing and listing maintenance requirements of the NYSE applicable to it for the continued trading of its Common Stock on the NYSE. Without limiting the generality of the foregoing, the consummation of the Acquisition and the transactions contemplated by this Agreement and the Blackstone Agreement do not require approval of the Company’s stockholders pursuant to the listing maintenance requirements of the NYSE.

Section 2.21 Illegal Payments; FCPA Violations. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, since inception, the Company has not, and since January 1, 2015, none of its Subsidiaries, or any officer, director, employee or, to the knowledge of the Company, agent, representative or consultant acting on behalf of the Company or any of its Subsidiaries (and only in their capacities as such) has, in connection with the business of the Company: (a) unlawfully offered, paid, promised to pay, or authorized the payment of, directly or indirectly, anything of value, including money, loans, gifts, travel, or entertainment, to any Government Official with the purpose of (i) influencing any act or decision of such Government Official in his or her official capacity; (ii) inducing such Government Official to perform or omit to perform any activity in violation of his or her legal duties; (iii) securing any improper advantage; or (iv) inducing such Government Official to influence or affect any act or decision of such Governmental Entity in violation of the U.S. Foreign Corrupt Practices Act of 1977, as amended, the UK Bribery Act 2010, as amended, or any other applicable anti-corruption or anti-bribery law (collectively “Anti-Corruption Laws”); (b) made any illegal contribution to any political party or candidate; (c) made, offered, promised to pay, authorized or accepted any unlawful bribe, payoff, influence payment, kickback, unlawful rebate, or other similar unlawful payment of any nature, directly or indirectly, in connection with the business of the Company, to or from any person, including any supplier or customer; (d) knowingly established or maintained any unrecorded fund or asset or made any false entry on any book or record of the Company or any of its Subsidiaries for any purpose; or (e) otherwise violated any applicable Anti-Corruption Laws.

Section 2.25 No Anti-Takeover Provisions.

(a) Neither the Company nor any of its Subsidiaries is party to a stockholder rights plan or agreement, “poison pill” or substantially similar anti-takeover agreement or plan.

(b) The Board of Directors has taken all necessary actions, including the approval of this Agreement, the Registration Rights Agreement, the Certificate of Designation and the transactions contemplated by this Agreement, the Registration Rights Agreement and the Certificate of Designation, to ensure that the restrictions on business combinations contained in Section 203 of the DGCL do not apply to this Agreement, the Registration Rights Agreement, the Certificate of Designation or any of the transactions contemplated by this Agreement, the Registration Rights Agreement and the Certificate of Designation.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

The Purchaser represents and warrants to the Company as of the date hereof and as of the Closing Date (except to the extent made only as of a specified date in which case as of such date) that:

Section 3.1 Organization and Power. Viking Global Equities Master Ltd. is a Cayman Islands exempted company, and Viking Global Equities II LP is a Delaware limited partnership, in each case duly formed, validly existing and in good standing under the laws of the jurisdiction of its formation and has all necessary power and authority to own its properties and to carry on its business as presently conducted.

Section 3.3 Government Approvals. No consent, approval, license or authorization of, or filing with, any court or Governmental Entity is or will be required on the part of the Purchaser in connection with the execution, delivery and performance by the Purchaser of this Agreement and the Registration Rights Agreement, except for: (a) those which have already been made or granted; (b) the filing with the SEC of a Schedule 13D or Schedule 13G and a Form 3 or Form 4 to report the Purchaser’s ownership of the Purchased Shares; (c) those where the failure to obtain such consent, approval or license would not have a material adverse effect on the ability of the Purchaser to perform its obligations hereunder; or (d) filings required under, and compliance with other applicable requirements of, the HSR Act.

Section 3.4 Investment Representations.

(a) The Purchaser is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act.

(d) By reason of its business or financial experience, the Purchaser has the capacity to protect its own interest in connection with the transactions contemplated hereunder.

Section 3.5 Reserved.

Section 3.6 No Brokers or Finders. No Person has or will have, as a result of the transactions contemplated by this Agreement, any right, interest or claim against or upon the Company, any of its Subsidiaries or the Purchaser for any commission, fee or other compensation as a finder or broker because of any act by the Purchaser and for which the Company will be liable.

Section 3.7 Financing. The Purchaser, together with its assignees permitted by Section 7.7, will have at the Closing, immediately available cash funds sufficient to fund all of the amounts required to be provided by the Purchaser for the consummation of the transactions contemplated hereby, including the payment of the Purchase Price and any other amounts required to be paid in connection with the consummation of the transactions contemplated hereby, including all related fees and expenses, and such funds are sufficient for the satisfaction of all of the Purchaser’s obligations under this Agreement, as applicable.

ARTICLE IV

COVENANTS OF THE PARTIES

Section 4.1 Reserved.

Section 4.2 Restrictive Legends; Transfer Requirements.

(e) Prior to any proposed Transfer of any Restricted Securities, unless there is in effect a registration statement under the Securities Act covering the proposed Transfer, a Purchaser shall give written notice to the Company of such Purchaser’s intention to effect such Transfer. Each such notice shall be accompanied by either (i) an opinion of legal counsel reasonably satisfactory to the Company to the effect that the proposed Transfer of the Restricted Securities may be effected without registration under the Securities Act, or (ii) any other evidence reasonably satisfactory to counsel to the Company, whereupon such Purchaser shall be entitled to Transfer such Restricted Securities in accordance with the terms of the notice delivered by such Purchaser to the Company. Notwithstanding the foregoing, (i) in the event a Purchaser shall give the Company a representation letter containing such representations as the Company shall reasonably request, the Company will not require from the Purchaser such legal opinion or such other evidence (A) in a routine sales transaction in compliance with Rule 144 under the Securities Act, (B) in any transaction in which a Purchaser that is a corporation distributes Restricted Securities solely to its majority owned subsidiaries or Affiliates for no consideration or (C) in any transaction in which a Purchaser that is a partnership or limited liability company distributes Restricted Securities solely to its Affiliates (including affiliated fund partnerships), or partners or members of the Purchaser or its Affiliates for no consideration and (ii) the requirements of the preceding sentence shall not apply to (x) any pledge of Preferred Stock, Conversion Shares or Dividend Shares pursuant to a Qualifying Loan, (y) any foreclosure upon, or acceptance of a Transfer in lieu of foreclosure, or any sale, disposition of or other Transfer of the Series B Preferred Stock, Conversion Shares (including shares of Common Stock received upon conversion or redemption of the Series B Preferred Stock following foreclosure or Transfer in lieu of foreclosure on a Qualifying Loan) or Dividend Shares (including shares of Common Stock received as payment of dividends in kind on the Series B Preferred Stock following foreclosure or Transfer in lieu of foreclosure on a Qualifying Loan) by any lender (or its securities’ affiliate) or collateral agent under a Qualifying Loan (which shall instead be governed by the terms of any applicable Issuer Agreements) or (z) in connection with a sale of Preferred Stock, Conversion Shares or Dividend Shares in connection with a merger to which the Company is a party or any tender offer

or exchange offer. Each certificate evidencing the Restricted Securities transferred shall bear the restrictive legend set forth in Section 4.2(b) above, except that such certificate shall not bear such restrictive legend if such legend is not required in order to establish compliance with any provisions of the Securities Act. Upon the request of a Purchaser of a certificate bearing such restrictive legend and, if necessary, the appropriate evidence as required by clause (i) or (ii) above, the Company shall promptly remove such restrictive legend from such certificate and from the certificate to be issued to the applicable transferee if such legend is not required in order to establish compliance with any provisions of the Securities Act and a Purchaser promptly Transfers the Purchased Shares, Conversion Shares or Dividend Shares.

Section 4.3 Reserved.

Section 4.4 Confidentiality.

Section 4.5 Information Rights.

(a) For so long as the Purchaser Parties collectively own, of record or beneficially, at least 50% of the Purchased Shares (or Conversion Shares issued upon conversion thereof), the Company shall deliver to the Purchaser Parties copies of all material substantive materials provided to (i) the Board of Directors or any committee thereof at substantially the same time as provided to the directors of the Company or to the directors of the Company serving on such committee, as applicable and (ii) the Company’s senior lenders at substantially the same time as provided to the Company’s senior lenders; provided that each of the Purchaser Parties may elect, from time and time and in its sole discretion, not to receive copies of any or all of such materials.

Section 4.6 Filings; Other Actions.

(a) The Purchaser and the Company shall use all reasonable best efforts to obtain or submit, as the case may be, as promptly as practicable following the date hereof, the approvals and authorizations of, filings and registrations with, and notifications to, or expiration or termination of any applicable waiting period, under the HSR Act and other applicable Antitrust Laws (the “Antitrust Approval”). Notwithstanding anything in this Agreement to the contrary, nothing in this Section 4.6 shall require or obligate the Sponsor and its respective Affiliates and any investment funds or investment vehicles affiliated with, or managed or advised by, the Sponsor or any portfolio company (as such term is commonly understood in the private equity industry) or investment of the Sponsor or of any such investment fund or investment vehicle to propose, negotiation, commit to, or effect, by consent decree, holder separate order, or otherwise, the sale, divestiture, transfer, license, disposition, or hold separate (through the establishment of a trust or otherwise) of such assets, properties, or businesses of the Sponsor or any of its respective Affiliates, Subsidiaries, investment funds, or portfolio companies, in order to avoid the entry of any decree, judgment, injunction (permanent or preliminary), or any other order that would make the transactions contemplated by this Agreement unlawful or would otherwise materially delay or prevent the consummation of the transactions contemplated hereby. Without limiting the foregoing, the Purchaser and the Company shall each prepare and file within ten (10) business days after the date hereof a required Notification and Report Form pursuant to the HSR Act in connection with the transactions contemplated by this Agreement. In connection with such undertakings, the Purchaser, on the one hand, and the Company, on the other hand, will cooperate and consult with the other and use reasonable best efforts to prepare and file all necessary documentation, to effect all necessary applications, notices, petitions, filings and other documents, and to obtain all necessary permits, consents, orders, approvals and authorizations of, or any exemption by, all third parties and Governmental Entities, necessary or advisable to consummate the transactions contemplated by this Agreement, including obtaining the Antitrust Approval. The Purchaser and the Company shall execute and deliver both before and after the Closing such further certificates, agreements and other documents and take such other actions as the other party may reasonably request to consummate or implement such transactions or to evidence such events or matters.] The Company shall bear (and if initially borne by the Purchaser, shall promptly reimburse the Purchaser for) all filing and other fees in connection with Antitrust Approval, including the filing of the Notification and Report Form pursuant to the HSR Act.

Agreement, including obtaining the Antitrust Approval; provided, further, that materials may be redacted (x) to remove references concerning the valuation of the Company, (y) as necessary to comply with contractual arrangements, and (z) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns, to the extent that that such attorney-client or other privilege or confidentiality concerns are not governed by a common interest privilege or doctrine. Neither the Purchaser nor the Company shall participate in any substantive meeting with any Governmental Entity in respect of the transactions contemplated by this Agreement, including obtaining the Antitrust Approval unless it consults with the other party in advance and, to the extent not prohibited by such Governmental Entity, gives the other party the opportunity to attend and participate therein or thereat.

Section 4.8 Tax Matters.

Section 4.11 Reserved.

(a) take any action that would require the consent of the Holders (as defined in the Certificate of Designation) pursuant to Section 10(b)(i) of the Certificate of Designation;

(d) split, combine, subdivide, recapitalize, reclassify or make like change to any shares of its capital stock or other equity or voting interests;

(f) issue capital stock of the Company that would cause require the Company to obtain approval of its stockholders under the continued listing requirements of the NYSE;

(g) make any material change in the Company’s or its Subsidiaries’ financial accounting principles, except as required by changes in GAAP (or any interpretation thereof) or in applicable law; or

(h) agree, authorize or commit to do any of the foregoing.

Section 4.13 Sponsor.

(a) Notwithstanding anything to the contrary set forth in this Agreement, none of the terms or provisions of this Agreement shall in any way limit the activities of Viking Global Investors LP (the “Sponsor”), its managed investment funds or any of their respective Affiliates (collectively, the “Sponsor Group”), other than the Purchaser Parties (the “Excluded Sponsor Parties”), so long as no such Excluded Sponsor Party or any of its Representatives is acting on behalf of or at the direction of any Purchaser Party with respect to any matter that otherwise would violate any term or provision of this Agreement.

Section 4.15 Corporate Actions.

(b) The Company shall not (x) adopt, approve or agree to adopt a stockholder rights agreement, “poison pill” or similar anti-takeover agreement or plan that is applicable to the Purchaser Parties unless the Company has excluded the Purchaser Parties from the definition of “acquiring person” (or such similar term) as such term is defined in such anti-takeover agreement or (y) revoke any approval of its Board of Directors necessary to make Section 203 of the DGCL inapplicable to the transactions contemplated by this Agreement.

Section 4.16 Carrier Acquisition. At and prior to Closing, the Company shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of the Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed), make any amendment, supplement, waiver or other modification to the Carrier Purchase Agreement in a manner that would be materially adverse to the Purchaser. Without limiting the foregoing, the parties agree that it shall be materially adverse to Purchaser to make any amendment, supplement, waiver or other modification to the Carrier Purchase Agreement to (a) increase the Base Purchase Price (as defined in the Carrier Purchase Agreement), (b) modify or waive the conditions to the Closing (as defined in the Carrier Purchase Agreement) set forth in Article VIII of the Carrier Purchase Agreement or (c) change in a manner adverse to the Company the scope or nature of the assets or liabilities to be transferred, assumed or retained in connection with the Acquisition. Upon the Purchaser’s request to the Company in writing, the Company shall reasonably inform the Purchaser regarding the transactions contemplated by the Carrier Acquisition Agreement, including the status thereof, the expected timing of the Closing, the anticipated date of the Closing and any developments that would reasonably be expected, individually or in the aggregate, to materially delay the Closing or make the Closing unlikely to occur. The Company will deliver or otherwise make available to the Purchaser (A) copies of the executed Carrier Purchase Agreement (including any amendments, modifications, waivers or other changes thereto), (B) financial statements for the business being acquired and (C) any other information or diligence documents that the Purchaser reasonably requests. The Company shall make its and its Subsidiaries’ relevant personnel and Representatives involved in the Acquisition available to the Purchaser and their Representatives upon reasonable request and during normal business hours to discuss the Acquisition.

the Company, directly or indirectly, may engage or proposes to engage, the provisions of this Section 4.17 are set forth to regulate and define the conduct of certain affairs of the Company with respect to certain classes or categories of business opportunities as they may involve the Purchaser Parties, the Non-Employee Directors or their respective Affiliates, as applicable, and the powers, rights, duties and liabilities of the Company and its directors, officers and stockholders in connection therewith. None of (1) the Purchaser Parties or any of their Affiliates, or (2) any Non-Employee Director or his or her Affiliates (the Persons (as defined below) identified in (1) and (2) above being referred to, collectively, as “Identified Persons” and, individually, as an “Identified Person”) shall, to the fullest extent permitted by law, have any duty to refrain from, directly or indirectly, (A) engaging in the same or similar business activities or lines of business in which the Company or any of its Affiliates now engages or proposes to engage or (B) otherwise competing with the Company or any of its Affiliates, and, to the fullest extent permitted by law, no Identified Person shall be liable to the Company or its stockholders or to any Affiliate of the Company for breach of any fiduciary duty solely by reason of the fact that such Identified Person engages in any such activities. To the fullest extent permitted by law, the Company hereby renounces any interest or expectancy in, or right to be offered an opportunity to participate in, any business opportunity that may be a corporate opportunity for an Identified Person and the Company or any of its Affiliates. Subject to the following sentence, in the event that any Identified Person acquires knowledge of a potential transaction or other business opportunity that may be a corporate opportunity for itself, herself or himself and the Company or any of its Affiliates, such Identified Person shall, to the fullest extent permitted by law, have no duty to communicate or offer such transaction or other business opportunity to the Company or any of its Affiliates and, to the fullest extent permitted by law, shall not be liable to the Company or its stockholders or to any Affiliate of the Company for breach of any fiduciary duty as a stockholder, director or officer of the Company solely by reason of the fact that such Identified Person pursues or acquires such corporate opportunity for itself, herself or himself, or offers or directs such corporate opportunity to another Person or does not communicate information regarding such corporate opportunity to the Company. Notwithstanding the foregoing, the Company does not renounce its interest in any corporate opportunity offered to any Non-Employee Director (including any Non-Employee Director who serves as an officer of this Company) if such opportunity is offered to such person solely in his or her capacity as a director or officer of the Company, and this section shall not apply to any such corporate opportunity. In addition to and notwithstanding the foregoing provisions of this Agreement or anything to the contrary in the Certificate of Designation, to the fullest extent permitted by law, a potential corporate opportunity shall not be deemed to be a corporate opportunity for the Company if it is a business opportunity that (1) the Company is neither financially or legally able, nor contractually permitted to undertake, (2) from its nature, is not in the line of the Company’s business or is of no practical advantage to the Company, or (3) is one in which the Company has no interest or reasonable expectancy. To the fullest extent permitted by law, any Person purchasing or otherwise acquiring or holding any interest in any shares of capital stock of the Company shall be deemed to have notice of and to have consented to the provisions of this Section 4.17.

limitation, agreements and obligations of the Company relating to procedures and specified time periods for effecting Transfers or conversions upon foreclosure, agreements to not intentionally hinder or delay exercises of remedies on foreclosure, acknowledgments regarding corporate policy, if applicable, and certain acknowledgments regarding securities law status of the pledge arrangements) and subject to the consent of the Company (which will not be unreasonably withheld or delayed), with such changes thereto as are requested by such lender and customary for similar financings, (ii) using commercially reasonable efforts to (A) remove any restrictive legends on certificates representing pledged Series B Preferred Stock, Conversion Shares or Dividend Shares and depositing such pledged Series B Preferred Stock, Conversion Shares or Dividend Shares in book entry form on the books of The Depository Trust Company, when eligible to do so (for the avoidance of doubt, shares of Common Stock will not be considered so eligible prior to the date the lender has a valid one year “holding period” (as defined in Rule 144) in such shares of Common Stock), (B) without limiting the generality of clause (A), if such Series B Preferred Stock is eligible for resale under Rule 144A, depositing such pledged Series B Preferred Stock in book entry form on the books of The Depository Trust Company or other depository with customary Rule 144A restrictive legends in lieu of the legends specified in Section 4.2 above, (iii) if so requested by such lender or counterparty, as applicable and (C) causing the Company’s transfer agent to transfer Series B Preferred Stock, Conversion Shares or Dividend Shares, as applicable, in connection with any such Transfer, (x) re-issuing the pledged Series B Preferred Stock, Conversion Shares or Dividend Shares in certificated form in the name of a Purchaser Party or its Affiliates or (y) re-registering the pledged Series B Preferred Stock, Conversion Shares or Dividend Shares in certificated form or in book-entry form, as so requested, in the name of the relevant lender, counterparty, custodian or similar party to a Qualifying Loan, with respect to Qualifying Loans solely as securities intermediary and only to the extent a Purchaser Party or its Affiliates continues to beneficially own such pledged Series B Preferred Stock, Conversion Shares or Dividend Shares, (iv) entering into customary triparty agreements with each lender and the Purchaser Parties relating to the delivery of the Series B Preferred Stock, Conversion Shares or Dividend Shares to the relevant lender for crediting to the relevant collateral accounts upon funding of the loan and payment of the purchase price including a right for such lender as a third party beneficiary of the Company’s obligations hereunder to issue the Series B Preferred Stock, Conversion Shares or Dividend Shares upon payment of the purchase price therefor in accordance with the terms of this Agreement and (v) such other cooperation and assistance as the Purchaser Parties may reasonably request that will not unreasonably disrupt the operation of the Company’s business, in the cases of clauses (ii) and (iii), subject to receipt of customary legal opinions and certificates and the satisfaction of any relevant requirements of the Company’s transfer agent. Notwithstanding anything to the contrary in the preceding sentence, the Company’s obligation to deliver an Issuer Agreement is conditioned on (i) the relevant Purchaser Party certifying to the Company in writing that (A) the loan agreement with respect to which the Issuer Agreement is being delivered constitutes a Qualifying Loan being entered into in accordance with this Agreement, such Purchaser Party has pledged Common Stock or the Series B Preferred Stock or the underlying shares of Common Stock as collateral to the lenders under such Qualifying Loan and that the execution of such Qualifying Loan and the terms thereof do not violate the terms of this Agreement, (B) to the extent applicable, whether the registration rights under the Registration Rights Agreement are being assigned to the lenders under that Qualifying Loan and (C) such Purchaser Party acknowledges and agrees that the Company will be relying on such certificate when entering into the Issuer Agreement and any inaccuracy in such certificate will be deemed a

breach of this Agreement and (ii) the Issuer Agreement containing customary representations, warranties and covenants for the benefit of the Company from the relevant Purchaser Party and the lender reasonably satisfactory to the Company; provided, that the Company shall, and shall cause its Affiliates and its and their respective Representatives to, keep confidential the terms and the existence of any such loan agreement and related documents in connection with a Qualifying Loan (and any amendments or supplements thereto), other than in the case that the Company, any of its Affiliates or any of its or their respective Representatives are requested or required by applicable law, regulation, judgment, stock exchange rule or other applicable judicial or governmental process (including by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process) to disclose such information, in each of which instances the Company, its Affiliates and its and their respective Representatives, as the case may be, shall, to the extent legally permitted, provide notice to the Purchaser Parties sufficiently in advance of any such disclosure so that the Purchaser Parties will have a reasonable opportunity to timely seek to limit, condition or quash such disclosure (in which case the Company shall use reasonable efforts to assist the Purchaser Parties in this respect). The Purchaser Parties acknowledge and agree that the statements and agreements of the Company in an Issuer Agreement are solely for the benefit of the applicable lenders party thereto and that in any dispute between the Company and the Purchaser Parties under this Agreement the Purchaser Parties shall not be entitled to use the statements and agreements of the Company in an Issuer Agreement against the Company.

ARTICLE V

CONDITIONS TO THE PARTIES’ OBLIGATIONS

(a) Representations and Warranties. (i) Each of the representations and warranties of the Company contained in Article II of this Agreement (other than Sections 2.1 (Organization and Power), 2.2(a) (Authorization), 2.4(a) and (b) (Authorized and Outstanding Stock), 2.6 (Private Placement), 2.19 (NYSE Listing), 2.20 (No Brokers or Finders), 2.22(b) (Absence of Certain Changes) and 2.25 (No Rights Agreement; Anti-Takeover Provisions) of this Agreement) shall be true and correct on and as of the date hereof and on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of the Closing Date, except for representations and warranties that speak as of a specific date or time other than the Closing Date (which need only be true and correct as of such date or time), except where the failure of such representations and warranties to be so true and correct, without giving effect to any qualification or limitation as to “materiality,” “Material Adverse Effect” or similar qualifier set forth therein, has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (ii) each of the representations and warranties of the Company contained in Sections 2.1 (Organization and Power), 2.2(a) (Authorization), 2.4(a) and (b) (Authorized and Outstanding Stock), 2.6 (Private Placement), 2.19 (NYSE Listing), 2.20 (No Brokers or Finders) and 2.25 (No Rights Agreement; Anti-Takeover Provisions) of this Agreement shall be true and correct in all material respects on and as of the date hereof and on and

as of the Closing Date with the same effect as though such representations and warranties had been made on and as of the Closing Date, except for representations and warranties that speak as of a specific date or time other than the Closing Date (which need only be true and correct in all material respects as of such date or time) and (iii) the representations and warranties of the Company contained in Section 2.23(b) (Absence of Certain Changes) of this Agreement shall be true and correct on and as of the date hereof and on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of the Closing Date.

(i) VCOC Letter Agreement. The Purchaser (or at Purchaser’s election, any Purchaser Party) shall have received a duly executed VCOC Letter Agreement, in the form of Exhibit D hereto.

(d) Certificate of Designation. The Certificate of Designation shall have been duly filed with the Secretary of State of the State of Delaware.

ARTICLE VI

PREEMPTIVE RIGHTS

prior to such issuance). The Company may provide such notice to the Purchaser on a confidential basis prior to public disclosure of such offering. The Purchaser may notify the Company in writing at any time on or prior to the second (2nd) Business Day immediately preceding the date of such issuance (or, if notice of all such terms has not been given prior to the second (2nd) Business Day immediately preceding the date of such issuance, at any time prior to such issuance) whether the Purchaser will exercise such preemptive rights and as to the amount of New Securities the Purchaser desires to purchase, up to the maximum amount calculated pursuant to Section 6.2. Such notice to the Company shall constitute a binding commitment by the Purchaser to purchase the amount of New Securities so specified at the price and other terms set forth in the Company’s notice to it. Subject to receipt of the requisite notice of such issuance by the Company, the failure of a Purchaser to respond prior to the time a response is required pursuant to this Section 6.3 shall be deemed to be a waiver of the Purchaser’s purchase rights under this Article VI only with respect to the offering described in the applicable notice.

ARTICLE VII

MISCELLANEOUS

Section 7.3 Governing Law.

(b) Any dispute relating hereto shall be heard in the Court of Chancery of the State of Delaware, and, if applicable, in any state or federal court located in the State of Delaware in which appeal from the Court of Chancery of the State of Delaware may validly be taken under the laws of the State of Delaware (or, if the Court of Chancery of the State of Delaware declines to accept jurisdiction over such dispute, any state or federal court within the State of Delaware) (each a “Chosen Court” and collectively, the “Chosen Courts”), and the parties hereto agree to the exclusive jurisdiction and venue of the Chosen Courts. Such Persons further agree that any proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby or by any matters related to the foregoing (the “Applicable Matters”) shall be brought exclusively in a Chosen Court, and that any proceeding arising out of this Agreement or any other Applicable Matter shall be deemed to have arisen from a transaction of business in the State of Delaware and each of the foregoing Persons hereby irrevocably consents to the jurisdiction of such Chosen Courts in any such proceeding and irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that such Person may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such Chosen Court or that any such proceeding brought in any such Chosen Court has been brought in an inconvenient forum.

If to the Company, to:

APi Group Corporation

1100 Old Highway Eight NW

New Brighton, MN 55112

Attention: General Counsel and Secretary, Andrea Fike, Esq.

Email: andrea.fike@apigroupinc.us

with a copy (which shall not constitute notice) to:

Greenberg Traurig, LLP

401 E. Las Olas Blvd., Suite 2000

Ft. Lauderdale, FL 33301

Attention: Donn A. Beloff, Esq.

Email: beloffd@gtlaw.com

If to a Purchaser, to:

Viking Global Equities Master Ltd.

c/o Viking Global Investors LP

280 Park Avenue

New York, NY 10017

Attention: Brian Kaufman; General Counsel

E-mail: bkaufmann@vikingglobal.com; l egalnotices@vikingglobal.com

with a copy (which shall not constitute notice) to:

Cleary Gottlieb Steen & Hamilton LLP

One Liberty Plaza

New York, New York 10006

E-mail: boreilly@cgsh.com; mrotter@cgsh.com

Attention: Benet O’Reilly; Marc Rotter

Section 7.7 Successors and Assigns. This Agreement will be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. This Agreement may be assigned (a) in connection with a Transfer, (b) by Purchaser, in whole or in part to any Affiliate of the Sponsor (provided that Purchaser shall not be relieved of its obligations hereunder in connection with such an assignment) and (c) as collateral security to any lender to the Purchaser. No other assignment of this Agreement or of any rights or obligations hereunder may be made by any party hereto without the prior written consent of the other parties hereto Any purported assignment or delegation in violation of this Agreement shall be null and void ab initio.

Section 7.10 Interpretation; Absence of Presumption.

Section 7.14 Reserved.

Section 7.15 Non-Recourse. Any claim or cause of action based upon, arising out of, or related to this Agreement may only be brought against the entities that are expressly named as parties hereto or thereto (the “Contract Parties”) and then only with respect to the specific obligations of such party and subject to the terms, conditions and limitations set forth herein or therein. No Person other than the Contract Parties, including no direct or indirect member, partner, stockholder, unitholder, Affiliate or Representative thereof, nor any member, partner, stockholder, unitholder, Affiliate or Representative of any of the foregoing, shall have any liability (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, causes of action, obligations, or liabilities arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach; and, to the maximum extent permitted by law, each of the Contract Parties hereby waives and releases all such liabilities, claims, causes of action, and obligations against any such third Person.

ARTICLE VIII

TERMINATION

Section 8.1 Termination. This Agreement may be terminated at any time prior to Closing:

(a) by mutual written consent of the Company and Purchaser;

(Signature page follows)

The parties have caused this Securities Purchase Agreement to be executed as of the date first written above.


API GROUP CORPORATION

By:		/s/ Russell Becker
		Name: Russell Becker
		Title: Chief Executive Officer

Purchaser

VIKING GLOBAL EQUITIES MASTER LTD.

By: Viking Global Performance LLC, its General Partner

By:		/s/ Matthew Bloom
		Name: Matthew Bloom
		Title: Authorized Signatory

VIKING GLOBAL EQUITIES II LP

By: Viking Global Performance LLC, its General Partner

By:		/s/ Matthew Bloom
		Name: Matthew Bloom
		Title: Authorized Signatory

[Signature page to Securities Purchase Agreement]

EXHIBIT A

DEFINED TERMS

1. The following capitalized terms have the meanings indicated:

“Affiliate” of any Person means any Person, directly or indirectly, Controlling, Controlled by or under common Control with such Person; provided, however, that (a) the Company and its Subsidiaries, on the one hand, and any Purchaser Party or any of its Affiliates, on the other hand, shall not be deemed to be Affiliates and (b) “portfolio companies” (as such term is customarily used among institutional investors) in which any Purchaser Party or any of its Affiliates has an investment (whether as debt or equity) shall not be deemed an Affiliate of such Purchaser Party.

“Board of Directors” means the Company’s board of directors.

“Business Day” means any day other than a Saturday, a Sunday or any day on which the Federal Reserve Bank of New York is authorized or required by law or executive order to close or be closed.

“Bylaws” means the Bylaws of the Company, adopted as of April 28, 2020, as the same may be further amended or restated.

“Certificate of Incorporation” means the Company’s Certificate of Incorporation, as the same have been and may be further amended or restated.

“Code” means the Internal Revenue Code of 1986, as amended.

A-1

“COVID-19” means SARS-CoV-2 or COVID-19, and any evolutions thereof or related or associated epidemics, pandemic or disease outbreaks.

“Environmental Permit” means any permit, license, certificate, approval or other authorization under any applicable Requirements of Environmental Law.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“GAAP” means generally accepted accounting principles as in effect in the United States.

A-2

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

“Initial Purchaser Parties” means Viking Global Equities Master Ltd., a Cayman Islands exempted company, and Viking Global Equities II LP, a Delaware limited partnership.

“Investment Company Act” means the Investment Company Act of 1940, as amended.

A-3

of America or any foreign government; (h) any acts of God, including any earthquakes, hurricanes, tornados, floods, tsunamis or other natural disasters, or any other damage to or destruction of assets caused by casualty; (i) any epidemic, pandemic, disease outbreak (including, for the avoidance of doubt, COVID-19) or other health crisis or public health event; and (j) any failure of the Company and its Subsidiaries to meet internal or published projections, estimates or forecasts of revenues, earnings or other measures of financial or operating performance for any period; provided, that the underlying causes of such failure (subject to the other provisions of this definition of “Material Adverse Effect”) shall not be excluded; provided, however, that in the case of each of clauses (a), (b), (c), and (g) of the foregoing, any such event, change, circumstance or occurrence shall not be excluded to the extent that it has or would reasonably be expected to have a disproportionate adverse effect on the condition (financial or otherwise), assets, properties, or liabilities of the Company and its Subsidiaries (taken as a whole), or results of operations of the Company and its Subsidiaries (taken as a whole) relative to other companies operating in the same industry in which the Company and its Subsidiaries operates.

“NYSE” means the New York Stock Exchange.

“Purchaser Parties” means the Purchaser, any entity to which the Purchaser assigns its rights under this Agreement in accordance with Section 7.7 and each transferee of the Purchaser to whom shares of Series B Preferred Stock, Conversion Shares or Dividend Shares are transferred.

“Representatives” means a Persons’ Affiliates, employees, agents, consultants, accountants, attorneys or financial advisors.

A-4

“Restricted Securities” means Purchased Shares, Conversion Shares or Dividend Shares required to bear the legend set forth in Section 4.2(a) under the applicable provisions of the Securities Act.

“Sanctioned Country” means any of the Crimea region of Ukraine, Cuba, Iran, North Korea, and Syria.

“SEC” means the Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended.

“Software and Systems” means all computers, hardware, software, systems, networks, websites, databases, applications and other information technology assets and equipment.

A-5

“Subsidiary” means, when used with reference to a party, any corporation or other organization, whether incorporated or unincorporated, of which such party or any other Subsidiary of such party is a general partner or serves in a similar capacity, or, with respect to such corporation or other organization, at least a majority of the securities or other interests having by their terms ordinary voting power to elect a majority of the board of directors or others performing similar functions is directly or indirectly owned or controlled by such party or by any one or more of its Subsidiaries, or by such party and one or more of its Subsidiaries.

“Treasury Regulations” means the U.S. Treasury regulations promulgated under the Code, as amended.

“VCOC Letter Agreement” means that certain letter agreement, the form of which is attached as Exhibit D.

A-6

2. The following terms are defined in the Sections of the Agreement indicated:

INDEX OF TERMS


Term		Section
Acquisition		Preamble
Agreement		Preamble
Antitrust Approval		4.6(a)
Applicable Matters		7.3(b)
Balance Sheet Date		2.7
Blackstone Agreement		2.4(d)
Capitalization Date		2.2
Carrier Purchase Agreement		Preamble
Certificate of Designation		1.1
Chosen Court		7.3(b)
Chosen Courts		7.3(b)
Closing		1.2
Closing Date		1.2
Common Stock		2.4(a)
Company		Preamble
Confidentiality Agreement		4.4(b)
Contract		2.2(a)
Contract Parties		7.15
Conversion Shares		2.4(c)
DGCL		2.2(b)
Disclosure Letter		Article II
Dividend Shares		2.4(c)
Excluded Sponsor Parties		4.13(a)
Financial Statements		2.7
Identified Person		4.17
IRS		4.8(g)
Issuer Agreements		4.18
New Security		6.1
Non-Employee Director		4.17
Preemptive Rights Portion		6.2
Preemptive Securities		6.1
Preferred Stock		2.4(a)
Purchase Price		1.1
Purchased Shares		1.1
Purchaser		Preamble
Securities Act		4.2(a)
Series B Preferred Stock		Preamble
Sponsor		4.13(a)
Sponsor Group		4.13(a)
USRPHC		4.8(a)

A-7

EXHIBIT B

Final Form

CERTIFICATE OF DESIGNATION

5.5% SERIES B PERPETUAL CONVERTIBLE PREFERRED STOCK

API GROUP CORPORATION

(Pursuant to Section 151 of the General Corporation Law of the State of Delaware)

TABLE OF CONTENTS


		Page
Section 1.	Designation; Par Value; Number of Authorized Shares		1
(a)	Designation; Par Value		1
(b)	Number of Authorized Shares		1
Section 2.	Definitions		1
Section 3.	Rules of Construction		13
Section 4.	Records; Registration		13
(a)	Form, Dating and Denominations		13
(b)	Execution, Countersignature and Delivery		15
(c)	Method of Payment; Delay When Payment Date is Not a Business Day		15
(d)	Transfer Agent, Registrar, Paying Agent and Conversion Agent		16
(e)	Legends		17
(f)	Transfers and Exchanges; Transfer Taxes; Certain Transfer Restrictions		18
(g)	Exchange and Cancellation of Convertible Preferred Stock to Be Converted or to Be Repurchased Pursuant to a Repurchase Upon Fundamental Change or a Redemption		20
(h)	Status of Converted, Redeemed or Repurchased Shares of Convertible Preferred Stock		21
(i)	Replacement Certificates		21
(j)	Registered Holders		21
(k)	Cancellation		21
(l)	Shares Held by the Corporation or its Subsidiaries		22
(m)	Outstanding Shares		22
(n)	Repurchases by the Corporation and its Subsidiaries		23
(o)	Notations and Exchanges		23
Section 5.	Ranking		23
Section 6.	Dividends		23
(a)	Regular Dividends		23
(b)	Participating Dividends		24
(c)	Treatment of Dividends Upon Redemption, Repurchase Upon Fundamental Change or Conversion		25
Section 7.	Rights Upon Liquidation, Dissolution Or Winding Up		25
(a)	Generally		25
(b)	Certain Business Combination Transactions Deemed Not to Be a Liquidation		25
Section 8.	Right of the Corporation To Redeem the Convertible Preferred Stock.		26
(a)	Right to Redeem On or After the Five Year Anniversary		26
(b)	Redemption Prohibited in Certain Circumstances		26
(c)	Redemption Date		26

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(d)	Redemption Price		26
(e)	Redemption Notice		26
(f)	Payment of the Redemption Price		27
Section 9.	Right of Holders To Require the Corporation To Repurchase Convertible Preferred Stock Upon a Fundamental Change		27
(a)	Fundamental Change Repurchase Right		27
(b)	Funds Legally Available for Payment of Fundamental Change Repurchase Price; Covenant Not to Take Certain Actions		27
(c)	Fundamental Change Repurchase Date		28
(d)	Fundamental Change Repurchase Price		28
(e)	Initial Fundamental Change Notice		28
(f)	Final Fundamental Change Notice		29
(g)	Procedures to Exercise the Fundamental Change Repurchase Right		30
(h)	Payment of the Fundamental Change Repurchase Price		31
(i)	Third Party May Conduct Repurchase Offer In Lieu of the Corporation		31
(j)	Fundamental Change Agreements		31
Section 10.	Voting Rights		31
(a)	Right to Vote with Holders of Common Stock on an As-Converted Basis		31
(b)	Voting and Consent Rights with Respect to Specified Matters		31
(c)	Procedures for Voting and Consents		33
Section 11.	Conversion		33
(a)	Generally		33
(b)	Conversion at the Option of the Holders		33
(c)	Mandatory Conversion at the Corporation’s Election		34
(d)	Conversion Procedures		35
(e)	Settlement upon Conversion		36
(f)	Conversion Price Adjustments		37
(g)	Voluntary Conversion Price Decreases		40
(h)	Restriction on Conversions		40
(i)	Effect of Common Stock Change Event		41
Section 12.	Certain Provisions Relating To the Issuance of Common Stock		43
(a)	Equitable Adjustments to Prices		43
(b)	Status of Shares of Common Stock		43
Section 13.	Taxes		43
Section 14.	Term		44
Section 15.	Calculations		44
(a)	Responsibility; Schedule of Calculations		44
(b)	Calculations Aggregated for Each Holder		44

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Section 16.	Notices		44
Section 17.	Facts Ascertainable		44
Section 18.	Waiver		44
Section 19.	Severability		45
Section 20.	No Other Rights		45

Exhibits


Exhibit A: Form of Preferred Stock Certificate			A-1
Exhibit B: Form of 144A Restricted Stock Legend			B-1
Exhibit C: Form of Restricted Stock Legend			C-1
Exhibit D: Form of Global Certificate Legend			D-1