Schedule 8 Completion Accounts

Schedule 9 Properties

Schedule 10 Earn Out Mechanism

Schedule 11 Specific Tax Indemnity

Schedule 12 Material Contracts

Tax Deed

Registration Rights Agreement

Indemnity in lieu of share certificate

UAE Share Transfer Agreement

Irrevocable power of attorney (E&I)

Power of attorney (Powerbar Gulf)

Letters of resignation for the directors of E&I and the E&I Irish Subsidiaries

Letters of resignation for the directors and the general manager of Powerbar Gulf

THE PERSONS whose details are set out in Schedule 2 (together, the “Sellers” and each a “Seller”);

VERTIV HOLDINGS IRELAND DAC, a private company limited by shares incorporated in Ireland (registered no. 702477), whose registered office is at 70 Sir John Rogerson’s Quay, Dublin 2, Ireland (the “Irish Buyer”);

VERTIV INTERNATIONAL HOLDING CORPORATION, a private company limited by shares incorporated in Ohio, whose registered office is at Suite 125, 4400 Easton Commons Way, Columbus, Ohio 43219 (the “US Buyer” and together with the Irish Buyer, the “Buyers” and each a “Buyer”); and

VERTIV HOLDINGS CO, a corporation incorporated in Delaware, whose principal executive offices are at 1050 Dearborn Drive, Columbus, Ohio 43085, United States (the “Parent”).

INTERPRETATION

In this Agreement:

in respect of E&I, the Financial Reporting Standard 102 issued by the Financial Reporting Council (“FRC”), applicable Abstracts issued by the FRC, the requirements of applicable law, and applicable pronouncements by the Conduct Committee of the FRC; and

in respect of Powerbar Gulf, means International Financial Reporting Standards or International Accounting Standards issued or adopted by the International Accounting Standards Board (or a predecessor body) and interpretations issued by the IFRS Interpretations Committee (or a predecessor body), each as and to the extent from time to time adopted by the European Union in accordance with EC Regulation No. 1606/2002.

charge created by E&I in favour of the Bank of Ireland dated 3 March 2011;

charge created by E&I Engineering Limited in favour of the Bank of Ireland dated 3 March 2011;

charge created by Electrical Intellectual Property Ltd in favour of the Bank of Ireland dated 3 March 2011; and

charge created by Powerbar Ltd in favour of the Bank of Ireland dated 3 March 2011.

Facebook Master Purchasing Agreement dated 12 January 2015 between E&I Engineering Corporation and Facebook (Data Room document 1.6.7.1.1);

Secheron Manufacturing Agreement dated 24 September 2020 between E&I Engineering Corporation between Secheron SA (Data Room document 1.6.7.2);

Edgecore Master Purchasing Agreement dated 30 April 2021 between E&I Engineering Corporation and Edgecore (Data Room document 1.6.7.1.9);

Lease entered into between Ras Al Khaimah Economic Zone and Powerbar Gulf over plot N46, Al Ghail Industrial Zone, Ras Al Khaimah, United Arab Emirates dated 6 November 2018 (Data Room document 14.5.7); and

Lease entered into between the RAK Investment Authority and Powerbar Target over plot N18, Al Ghail Freezone, Ras Al Khaimah, United Arab Emirates dated 6 September 2012 (Data Room document 11.2.6.2.2),

the Cash Consideration Amount;

the Consideration Securities Amount;

the Estimated Cash;

the Estimated Financial Debt;

the Estimated Working Capital;

the Initial Cash Consideration;

the Final Seller Consideration Allocation; and

details of the Sellers’ Nominated Accounts.

appoint or remove or Control the appointment or removal of directors on such body corporate’s board of directors or its other governing body who are able (in the aggregate) to exercise more than 50 per cent. of the voting power at meetings of that board or governing body in respect of all or substantially all matters; or

direct or cause the direction of the management or policies of a person (otherwise than solely as a fiduciary) by virtue of provisions contained in its constitutional documents, by contract or otherwise,

(or as referred to in) the Disclosure Letter;

the documents accompanying the Disclosure Letter and listed in the index annexed to the Disclosure Letter;

the Data Room;

the Q&A Information; or

any other Transaction Documents.

in respect of each Seller, that Seller and any: (i) subsidiary undertaking of that Seller; and (ii) connected person of that Seller, but excluding in each case, before the Completion Date, any Group Company, and “Relevant Connected Persons” shall be construed accordingly; and

in respect of each Buyer, that Buyer and any: (i) subsidiary undertaking of that Buyer; and (ii) connected person of that Buyer, but excluding in each case, after the Completion Date, any Group Company,

in respect of the Buyers, the Buyers’ Group and its Relevant Connected Persons; or

in respect of a Seller, such Seller and its Relevant Connected Persons.

if the Conditions are fulfilled (or waived) 10 Business Days or more before the end of a calendar month, on the first Business Day of the next following calendar month;

if the Conditions are fulfilled (or waived) less than 10 Business Days before the end of a calendar month, on the first Business Day of the calendar month that follows the next following calendar month; or

such other date as may be agreed in writing between the Sellers’ Representative and the Buyers.

value added tax imposed by the Value Added Tax Act 1994 and legislation and regulations supplemental thereto;

any tax imposed in conformity with the Council Directive of 28 November 2006 on the common system of value added tax (EC Directive 2006/112);

“Value Added Tax” as defined in the United Arab Emirates Federal Decree-Law No. (8) of 2017 on Value Added Tax and United Arab Emirates Cabinet Decision No. (52) of 2017 on the Executive Regulations of the Federal Decree-Law No. (8) of 2017 on Value Added Tax (as amended from time to time); and

any other tax of a similar nature, whether imposed in the United Kingdom or a member state of the European Union in substitution for, or levied in addition to, such tax referred to in (a) or (b), imposed in the United Arab Emirates in substitution for, or levied in addition to, such tax referred to in (c), or imposed elsewhere.

In this Agreement, a reference to:

(i) a “subsidiary” or “holding company” is to be construed in accordance with section 1159 (and Schedule 6) of the Act and for the purposes of this definition, a person shall be treated as a member of another person if any of that person’s subsidiaries is a member of that other person, or if any shares in that other person are held by a person acting on behalf of it or any of its subsidiaries; (ii) a “subsidiary undertaking” or “parent undertaking” is to be construed in accordance with section 1162 (and Schedule 7) of the Act; and (iii) a “group undertaking” shall be construed in accordance with section 1161(5) (and Schedule 6) of the Act. A subsidiary and a subsidiary undertaking shall include any person the shares or ownership interests in which are subject to security and where the legal title to the shares or ownership interests so secured is registered in the name of the secured party or its nominee pursuant to such security;

liability under, pursuant to or arising out of (or any analogous expression) any agreement, contract, deed or other instrument includes a reference to contingent liability under, pursuant to or arising out of (or any analogous expression) that agreement, contract, deed or other instrument;

a party being liable to another party, or to liability, includes, but is not limited to, any liability in equity, contract or tort (including negligence) or under the Misrepresentation Act 1967;

a document in the “agreed form” is a reference to a document in a form identified in writing (which shall include e-mail) as in ‘agreed form’ by both the Buyers’ Solicitors and the Sellers’ Solicitors on behalf of the Buyers and the Sellers’ Representative respectively (in each case with such amendments as may be agreed by or on behalf of the Sellers’ Representative and the Buyers);

a statutory provision includes a reference to the statutory provision as modified or re-enacted or both from time to time before the date of this Agreement and any subordinate legislation made under the statutory provision (as so modified or re-enacted) before the date of this Agreement;

a “person” includes, unless the context otherwise requires, a reference to any individual, firm, company, corporation, body or other body corporate, government, state or agency of a state or any joint venture, association or partnership, works council or employee representative body (whether or not having separate legal personality);

a person includes a reference to that person’s legal personal representatives, successors and permitted assigns;

a “party” is a reference to a party to this Agreement and includes a reference to that party’s successors and permitted assigns;

a Clause, Schedule, or paragraph unless the context otherwise requires, is a reference to a clause of, schedule to or paragraph of a Schedule to, this Agreement;

any English legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official or any legal concept or thing shall in respect of any jurisdiction other than England be deemed to include what most nearly approximates in that jurisdiction to the English legal term and to any English statute shall be construed so as to include equivalent or analogous laws of any other jurisdiction;

times of the day is to London time;

a reference to any person, shall, at any time when such person is treated as a member of a group or unity (or fiscal unity) for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the person who is treated at that time as making the supply, or (as appropriate) receiving the supply, under the grouping rules (provided for in Article 11 of Council Directive 2006/112/EC (or as implemented by the relevant member state of the European Union) or any other similar provision in any jurisdiction which is not a member state of the European Union) so that a reference to a party shall be construed as a reference to that party or the relevant group or unity (or fiscal unity) of which that party is a member for VAT purposes at the relevant time or the relevant representative member (or head) of that group or unity (or fiscal unity) at the relevant time (as the case may be);

unless otherwise expressly provided, the expression “procure” where used in the context of a Seller means undertaking to exercise its voting rights and to use any and all other powers vested in it from time to time (so far as it is lawfully able) as a shareholder of the Group Company or otherwise and in the case of a Seller who is also a director of the Group Company in question, such Seller’s voting rights in the capacity as a director (subject to such Seller’s fiduciary duties as a director and applicable law) of the Group Company in question; and

a reference to “to the extent” shall be construed as meaning “to the extent” and not solely “if”, and similar expressions shall be construed in the same way.

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

Where it is necessary to determine a monetary limit or amount set out in this Agreement and the value is expressed in a currency other than USD, the value of such amount shall be converted into USD at the closing mid-point spot rate of exchange for that currency into USD on such date as published in the London edition of the Financial Times first published thereafter or, where no such rate is published in respect of that currency for such date, at the rate quoted by HSBC Bank plc as at the close of business in London on such date (the “Exchange Rate”).

The headings in this Agreement do not affect the interpretation of this Agreement.

The Schedules to this Agreement are and form part of this Agreement as if they were included in the body of this Agreement.

A reference to “so far as the Buyers are aware”, the “Buyers’ awareness” or any similar reference is deemed to mean the actual knowledge, information and/or belief of David Fallon, Gary Niederpruem and Scott Cripps (the “Buyers’ Team”).

Any provision of this Agreement which requires an election, consent, amendment, waiver or approval to be made by the Buyers can be made by any Buyer on behalf of the Buyers.

Any provision of this Agreement which is expressed to bind or be an obligation of the Sellers (or any of them) shall bind or be an obligation of each of them severally (and not jointly or jointly and severally) and any reference to the Sellers (or any of them) in this Agreement shall be construed as a reference to each Seller individually and severally (and not jointly or jointly and severally) unless otherwise expressly provided.

Where any action in Clause 6 or Schedule 7 is qualified by reference to materiality (including the phrase “in all material respects”), such reference shall, unless specified to the contrary, be construed as a reference to materiality in the context of the Buyers’ Group or Group (as applicable) taken as a whole.

SALE AND PURCHASE OF THE SHARES

Subject to and in accordance with the terms and conditions of this Agreement:

the Irish Buyer agrees to buy or procure that the Parent will buy (all, or some only, provided that any remaining E&I Shares will be acquired by the Irish Buyer and provided that no Seller shall be liable to the Irish Buyer or Parent to the extent that such liability would not have arisen or been incurred or would have been less had the Irish Buyer bought all of the E&I Shares) and each E&I Seller agrees to sell its Relevant Shares in E&I and each right attaching to its Relevant Shares in E&I at Completion, in each case free of any Encumbrance; and

the US Buyer agrees to buy or procure that the Parent will buy (all, or some only, provided that any remaining Powerbar Gulf Shares will be acquired by the US Buyer and provided that no Seller shall be liable to the US Buyer or Parent to the extent that such liability would not have arisen or been incurred or would have been less had the US Buyer bought all of the Powerbar Gulf Shares) and each Powerbar Gulf Seller agrees to sell its Relevant Shares in Powerbar Gulf and each right attaching to its Relevant Shares in Powerbar Gulf at or as soon as is practically possible after Completion, in each case free of any Encumbrance.

Each Seller hereby waives and shall procure the waiver of all rights of pre-emption and other restrictions on transfer (if any) over its Relevant Shares.

No party shall be obliged to complete the sale and purchase of the E&I Shares unless the sale of all the E&I Shares is completed simultaneously in accordance with this Agreement.

No party shall be obliged to complete the sale and purchase of the Powerbar Gulf Shares unless the sale of all the Powerbar Gulf Shares is completed simultaneously in accordance with this Agreement.

Prior to the Completion Date, the Buyers may, upon not less than fiveBusiness Days’ prior written notice to the Sellers, assign their respective rights and obligations, in whole or in part, under this Agreement to the Parent for the purpose of carrying out the transactions contemplated hereby, provided, however, that the Buyers shall be and remain jointly and severally liable for all obligations of the Buyers and the Parent under this Agreement and all agreements to be executed and delivered by the Buyers or the Parent pursuant hereto. The parties acknowledge and agree that no Seller shall be liable to the Buyers or Parent to the extent that such liability would not have arisen or been incurred or would have been less had the relevant transfer or assignment permitted by this Clause 2.5 not taken place.

CONSIDERATION

The aggregate consideration for the purchase of the Shares shall be an amount equal to the aggregate amount of:

US$ 981,183,996 (the “E&I Cash Consideration Amount”); plus

US$ 188,816,004 (the “Powerbar Gulf Cash Consideration Amount” and together with the E&I Cash Consideration Amount, the “Cash Consideration Amount”); plus

US$ 528,329,844 (the “E&I Consideration Securities Amount”); plus

US$ 101,670,156 (the “Powerbar Gulf Consideration Securities Amount” together with the E&I Consideration Securities Amount, the “Consideration Securities Amount”); plus

a sum equal to the Cash; minus

a sum equal to the Financial Debt;

either (i) plus the amount by which the Working Capital exceeds the Target Working Capital or (ii) minus the amount by which the Working Capital is less than the Target Working Capital, as applicable; plus

a sum equal to the Earn Out Payment (if any) determined in accordance with the provisions of Schedule 10,

The payment of the Consideration Amount shall be satisfied by the Buyers as follows:

an amount of the Consideration Amount equal to the Consideration Securities Amount shall be satisfied by the Parent allotting and issuing such number of Parent Securities (credited as fully paid) on Completion to the Sellers calculated as follows:

the proportion of the Consideration Amount equal to the aggregate amount of:

the Cash Consideration Amount; plus

a sum equal to the Cash; minus

a sum equal to the Financial Debt;

either (i) plus the amount by which the Working Capital exceeds the Target Working Capital or (ii) minus the amount by which the Working Capital is less than the Target Working Capital, as applicable; minus

USD 2,250,000, being the Sellers’ contribution to the W&I Insurance Costs

The Sellers and the Buyers agree that the Consideration Amount shall be allocated as between the E&I Shares and the Powerbar Gulf Shares on the following basis:

E&I Shares – 83.862%; and

Powerbar Gulf Shares – 16.138%,

COMPLETION ACCOUNTS

Payment at Completion

the Cash Consideration Amount; plus

a sum equal to the Estimated Cash; minus

a sum equal to the Estimated Financial Debt;

either (i) plus the amount by which the Estimated Working Capital exceeds the Target Working Capital or (ii) minus the amount by which the Estimated Working Capital is less than the Target Working Capital, as applicable; minus

USD 2,250,000, being the Sellers’ contribution to the W&I Insurance Costs,

Preparation of Completion Accounts after Completion

True-up following Completion Accounts process

if the amount of the Cash as shown in the Completion Accounts is:

less than the Estimated Cash, the Sellers shall pay to the Buyers an amount equal to the shortfall; or

greater than the Estimated Cash, the Buyers shall pay to the Sellers an amount equal to the excess;

if the amount of the Financial Debt as shown in the Completion Accounts is:

less than the Estimated Financial Debt, the Buyers shall pay to the Sellers an amount equal to the shortfall; or

greater than the Estimated Financial Debt, the Sellers shall pay to the Buyers an amount equal to the excess; and

if the amount of the Working Capital as shown in the Completion Accounts is:

less than the Estimated Working Capital, the Sellers shall pay to the Buyers an amount equal to the shortfall; or

greater than the Estimated Working Capital, the Buyers shall pay to the Sellers an amount equal to the excess.

Each Seller’s share of the Initial Cash Consideration shall be the proportion of such amount as specified in the Final Seller Consideration Allocation and any payments made to the Sellers under Clause 4.3 shall be allocated in the same proportions.

The parties:

shall net off the payments required to be made between the Sellers and the Buyers under Clause 4.3 in order to reduce, so far as practicable, the number of payments to be made between the Sellers and the Buyers, as applicable; and

agree that such net amount(s) shall be payable on the Determination Date by transfer of cleared funds for same day value in accordance with Clauses 24.4 and 24.5 (as applicable) and, in respect of any amounts payable by the Buyers to the Sellers, in the proportions set out against their respective names in the Final Seller Consideration Allocation.

The:

allotment and issuance of the Parent Securities (credited as fully paid) to the Sellers in accordance with Clauses 3.2.1 and 8.2.1;

payment by or on behalf of the Buyers of the Initial Cash Consideration pursuant to Clause 8.2.2; and

payment by or on behalf of the Buyers of any amounts referred to in Clause 4.3 pursuant to Clause 24.4 (if applicable),

From the Effective Time to Completion, the Sellers shall procure that there is no Closing Leakage in respect of the assets, liabilities, profits and losses and cashflow of each Group Company.

“Closing Leakage” means:

to the extent received by or on behalf of, or for the benefit of, the Seller or any Seller Relevant Connected Person, or in the case of paragraph (v) below, any advisor, employee, consultant or officer of the same:

any dividend, or distribution declared, paid or made, redemption or purchase of share capital;

any payments made or agreed to be made otherwise than in the ordinary course of business consistent with past practice;

any assets transferred to or encumbered or liabilities assumed, indemnified or incurred otherwise than in the ordinary course of business and on an arm’s length basis;

the waiver or agreement to waive any amount owed; and

any Transaction Costs or other payments made or agreed to be made in respect of any fees, costs or bonuses in connection with the transactions contemplated by any Transaction Document to any advisor, employee, consultant or officer of any person; and

any agreement conditionally or otherwise, to do any of the foregoing in (a) above; and

any Tax paid or payable by any Group Company only to the extent such Tax is in respect of or in consequence of any of the matters set out in (a) or (b) above, less any Tax Benefit arising as a result of such Closing Leakage,

The Sellers shall, subject to Clauses 4.7.4 and 4.7.5 below, following Completion, pay in cash to the relevant Buyer on demand a sum equal to the amount of any Closing Leakage in breach of Clause 4.7.1, which has been notified, together with reasonable evidence thereof, to the Sellers by the Buyers (acting reasonably and in good faith) in writing.

The liability of the Sellers pursuant to this Clause 4.7, shall terminate on the date on which the Final Completion Accounts are agreed or determined in accordance with Schedule 8. For the avoidance of doubt, the Sellers will have no liability to pay any outstanding amounts notified to them under Clause 4.7.3 after the date on which the Final Completion Accounts are agreed or determined in accordance with Schedule 8, notwithstanding that such notification was received by the Sellers prior to such date.

A claim under Clause 4.7 shall be the sole remedy available to the Buyers arising from a breach of Clause 4.7.1.

CONDITIONS

The obligation of the Sellers and the Buyers to complete the Transaction is subject to obtaining the Regulatory Clearances on or before the Long Stop Date (the “Conditions”).

Each Buyer (in respect of the Regulatory Clearances) shall use its best endeavours to satisfy the Conditions as soon as reasonably practicable and, in any event, no later than the Long Stop Date; provided, however, that such best endeavours shall not include the obligation to divest the activities of any Group Company, the Buyers or any member(s) of the Buyers’ Group.

Subject to the proviso in Clause 5.2, each Buyer and the Parent shall, in order to obtain the Regulatory Clearances, (i) offer to restructure any Group Company, the Buyers or any member(s) of the Buyers’ Group, (ii) give such commitments to any Regulatory Authority as may be necessary or useful to obtain the Regulatory Clearances and (iii) consent to and comply with any obligations or conditions or entering into any agreements required by any Regulatory Authority as a condition to obtaining the Regulatory Clearances in order to ensure that all of the Conditions are satisfied as soon as reasonably practicable and, in any event, by no later than the Long Stop Date.

Each Buyer and the Parent warrants to each of the Sellers as at the date of this Agreement that it has not, and no member of the Buyers’ Group has, taken any action, or entered into any agreement or arrangement which may delay, impede, or prejudice obtaining the Regulatory Clearances.

The Buyers and the Parent each undertake not to, and to procure that each member of the Buyers’ Group will not take any action (other than in the ordinary course of its business) including, making any acquisition or engaging in any transaction or arrangement whatsoever if and to the extent that such action, acquisition, transaction or arrangement would be likely to (in the sole opinion of the Buyers, acting reasonably and in good faith) jeopardise the satisfaction of any of the Regulatory Clearances prior to the Long Stop Date.

Each Buyer shall:

subject to Clause 5.7, make (and not withdraw without the Sellers’ consent) appropriate submissions, notifications and filings to each Regulatory Authority in connection with, or that are required to obtain the Regulatory Clearances and to satisfy the Conditions as soon as possible (to the extent not already done) and in any event no later than fifteen (15) Business Days after the date of this Agreement (unless otherwise agreed in writing by the Sellers, and provided that if a pre-filing is customary in connection with obtaining a Regulatory Clearance, such pre-filing shall be made within such deadline);

respond promptly to any requests for information by any Regulatory Authority in connection with the Conditions, where applicable in compliance with prescribed timeframes and deadlines;

promptly notify the Sellers of any material communication (whether written or oral) received from any Regulatory Authority and relating to the Conditions, including any investigation or other inquiry in connection therewith;

give the Sellers reasonable notice of and the opportunity for them or any of their advisers to attend all meetings and material telephone calls with any Regulatory Authority (save to the extent that a Regulatory Authority expressly requests that the Sellers should not be present or represented at all or part(s) of the meetings or telephone calls or to the extent that such meetings or telephone calls are administrative or procedural in nature);

to the extent reasonably practicable and permissible under applicable law, provide the Sellers with (i) copies of material written communications received from a Regulatory Authority, as well as written summaries of any material oral communications, and (ii) drafts of all submissions, notifications, filings and other material written communications (save to the extent such communications are wholly administrative or procedural in nature) intended to be sent to any Regulatory Authority at such time as will allow the Sellers a reasonable opportunity to comment thereon where practicable (any such reasonable comments to be taken into account prior to the relevant submissions, notifications, filings or other material written communications being sent to any Regulatory Authority) and provide the Sellers with final copies of all such communications (save that business secrets and other confidential material may be provided only to the Seller’s Solicitors so long as the Buyers act reasonably in identifying such material); and

promptly give notice to the Sellers of the satisfaction each Condition.

The Sellers undertake, to the extent reasonably practicable and permissible under applicable law, following a reasonable request from either Buyer, to provide or procure that the Group Companies provide the relevant Buyer with administrative co-operation (including, for the avoidance of doubt, attendance at meetings or on telephone calls with the relevant party or such Regulatory Authority as is reasonably required by the relevant Buyer), information and documents reasonably required for the purpose of making any submissions, filings, notifications and other communications to any such Regulatory Authority as required in respect of this Agreement to satisfy a Condition or for the purposes of submitting a briefing note to a Regulatory Authority, save that business secrets and other confidential material may be provided only to the Buyers’ Solicitors (so long as the Sellers act reasonably in identifying such material).

For the avoidance of doubt, the Buyers’ Group’s compliance with any condition, obligation or other requirement imposed or contained in any decision by any relevant Regulatory Authority or the implementation of any offer made by either Buyer to any relevant Regulatory Authority pursuant to Clause 5.3 will not result in any change to the terms and conditions (including the Consideration Amount) of this Agreement.

Each party shall bear its own costs in relation to any filings or notifications submitted pursuant to this Clause 5. For the avoidance of doubt, any and all filing or notification fees shall be for the sole account of the Buyers.

If, at any time, either Buyer becomes aware of a fact or circumstance that is likely to prevent a Condition being satisfied prior to the Long Stop Date, it shall promptly inform the Sellers of the matter in writing and keep the Sellers appraised of the status of any such matter.

If a Condition has not been satisfied on or before 23.59 p.m. on the Long Stop Date, then this Agreement shall terminate automatically in accordance with Clause 13, provided that if the parties (each acting reasonably) consider that the unsatisfied Condition(s) is reasonably likely to be satisfied no later than 10 Business Days after the Long Stop Date (the “Extended Long Stop Date”), the parties agree that the Long Stop Date shall be extended to the Extended Long Stop Date. If a Condition has not been satisfied on or before 23.59 p.m. on the Extended Long Stop Date, then this Agreement shall terminate automatically in accordance with Clause 13.

PRE-COMPLETION UNDERTAKINGS

The Sellers undertake to the Buyers to procure that, between the date of this Agreement and the Completion Date:

in the case of the E&I Sellers, each E&I Group Company, and in the case of the Powerbar Gulf Sellers, Powerbar Gulf, shall:

carry on its business in the ordinary course of business in accordance with all applicable Law and Regulation (including, for the avoidance of doubt, the payment of any Tax and the submission of any return in connection with Tax that is required to be paid or submitted on or before Completion);

as soon as reasonably practicable, give to the Buyers reasonable details of any material change in its business, financial position or assets, provided that any competitively sensitive information is shared only within the structure of a clean team or other appropriate safeguards to preserve confidentiality; and

to the extent permitted by applicable Law, allow the Buyers and any persons authorised by them, upon reasonable notice and during normal business hours, reasonable access to its books and records and premises, provided that any competitively sensitive information is shared only within the structure of a clean team or other appropriate safeguards to preserve confidentiality; together with the right (at the Buyers’ expense) to take copies of any such documents; and

in the case of the E&I Sellers, no E&I Group Company, and in the case of the Powerbar Gulf Sellers, Powerbar Gulf, undertakes any of the actions set out in Schedule 7 without the prior written consent of the Buyers (not to be unreasonably withheld, conditioned or delayed). If the Buyers fail to respond to a request for consent pursuant to this Clause 6.1 within five (5) Business Days of such request, the consent of the Buyers shall be deemed to have been given in relation to the relevant action or matter.

Clause 6.1 shall not operate so as to prevent or restrict any matter or action to the extent:

contemplated under or pursuant to, or is reasonably required in order to comply with or implement, any of the Transaction Documents; or

reasonably undertaken by any Group Company in an emergency or disaster situation (which for the purposes of this Agreement shall include any pandemic, including the COVID 19 pandemic) with the intention of and to the extent only of those matters strictly required with a view to minimising any adverse effect thereof on the Group Companies (and of which the Buyers will be promptly notified in writing) in each case to the extent that it is not reasonably practicable to seek and obtain the prior written consent of the Buyers to such matter or action; or

reasonably necessary in order to comply with: (i) any Disclosed commitment or arrangement existing as at or before the date of this Agreement; or (ii) any law or regulation in force from time to time; or

undertaken by, on behalf of, at the written request or direction or with the written consent of, the Buyers; or

otherwise agreed to by the Buyers in writing from time to time.

Prior to Completion, the Sellers shall provide the Buyers with access to Senior Management for the purpose of (i) discussing any material changes to the E&I Group business, its financial position or its assets, and (ii) discussing and preparing for the stock count to be undertaken following Completion in accordance with paragraph 4.2.11 of Schedule 8, provided that:

the Buyers shall not be entitled to more than one meeting (which may be via telephone) with Senior Management each week; and

the extent to which the Sellers share information pursuant to this Clause 6.3 shall be subject to applicable laws and regulations, including the use of a clean team or other appropriate safeguards to preserve confidentiality.

The Parent undertakes to the Sellers to carry on its business in the ordinary course of business in accordance with all applicable Law and Regulation (including for the avoidance of doubt, the payment of any Tax and the submission of any return in connection with Tax that is required to be paid or submitted on or before Completion) and not to take any of the actions set out in Part B of Schedule 7 between the date of this Agreement and the Completion Date, without the prior written consent of the Sellers (not to be unreasonably withheld, conditioned or delayed). If the Sellers fail to respond to a request for consent pursuant to this Clause 6.3 within five (5) Business Days of such request, the consent of the Sellers shall be deemed to have been given in relation to the relevant action or matter.

Clause 6.4 shall not operate so as to prevent or restrict any matter or action:

contemplated under or pursuant to, or is reasonably required in order to comply with or implement, any of the Transaction Documents; or

reasonably undertaken by any Buyer in an emergency or disaster situation (which for the purposes of this Agreement shall include any pandemic, including the COVID 19 pandemic) with the intention of and to the extent only of those matters strictly required with a view to minimising any adverse effect thereof (and of which the Sellers will be promptly notified in writing) in each case if it is not reasonably practicable to obtain the prior written consent of the Sellers; or

reasonably necessary in order to comply with: (i) any commitment or arrangement existing as at or before the date of this Agreement; or (ii) any law or regulation in force from time to time; or

undertaken by, on behalf of, at the written request or direction or with the written consent of, the Sellers; or

otherwise agreed to by the Sellers in writing from time to time.

The Parent undertakes to the Sellers that, between the date of this Agreement and the Completion Date, it shall reasonably and promptly consult and update the Sellers concerning any material strategic developments of the Parent, subject to the requirements of any applicable law or regulation (including the rules of any applicable exchange, including the NYSE).

The Sellers undertake to the Parent that, between the date of this Agreement and the Completion Date they shall perform all required closing procedures for the nine month period ending 30 September 2021 for each E&I Group Company and Powerbar Gulf, including preparing interim consolidated financial statements for such period and retaining Kreston Menon or other independent auditors for such entities to review such financial statements in accordance with United States non-public company review standards as issued by the American Institute of Certified Public Accountants (AICPA).

If any of the CoC Contracts require the consent, approval or waiver from a counterparty thereto as a direct result of the Transaction (“Consents”), the Sellers shall use their reasonable endeavours to procure that such Consents are obtained by a member of the Group prior to Completion, and the parties shall co-operate in good faith with each other for such purpose, including the entering into of any documentation in connection with such Consents and the convening of meetings between the parties and the relevant counterparty (where, in the sole opinion of the Sellers, acting reasonably, such meetings are necessary for the purposes of obtaining such Consents) to discuss the required Consents, provided that:

the parties acknowledge and agree that none of them nor any of their Relevant Connected Persons (including any directors, officers or employees) shall be required to make any payment, incentive or inducement to or incur any liability towards any person for the purposes of obtaining such Consents; and

the terms of any such CoC Contracts to which any such Consent relates shall not be on terms any less favourable, in all material respects, to the Group as a result of such Consents being obtained,

The Sellers shall use their reasonable endeavours to procure that E&I Engineering Limited    shall, as soon as reasonably practicable following the date of this Agreement and in any case not later than Completion, send a written notice to its respective counterparties under the Master Purchasing Agreement at Data Room document 1.6.7.1.4 and the Direct and Indirect Framework Agreement at Data Room document 1.6.73, in each case in accordance with the terms of such agreement and otherwise on terms and in a format as approved by the Buyers (acting reasonably and in good faith), notifying them of the change of control resulting from the Transaction.

The Sellers shall use all reasonable endeavours to procure that each:

E&I Group Company shall, prior to the Completion Date, extract Cash from each E&I Group Company; and

Powerbar Gulf shall, prior to the Completion Date, extract Cash from Powerbar Gulf,

The Sellers shall procure that any extraction of Cash pursuant to Clause 6.10 shall be effected by dividends and/or returns of capital, and no intercompany or shareholder loans shall be created or the balance of any existing loans increased.

The Sellers shall use reasonable endeavours to procure that each of the Individual Sellers and their respective employing Group Company shall, and the Buyers shall, in the period between the date of this Agreement and Completion, each negotiate (acting reasonably and in good faith) the terms of new employment agreements to be entered into by each of the Individual Sellers and their respective employing Group Company respectively on Completion, which terms shall, only to the extent the relevant employee

Not less than seven (7) Business Days prior to the Scheduled Completion Date, the Sellers’ Representative shall provide the Buyers with a draft of the Completion Schedule, and the Sellers shall take into account, acting in good faith, any reasonable comments or amendments from the Buyers on such draft Completion Schedule prior to the submission of the final Completion Schedule in accordance with Clause 6.14 below.

Not less than five (5) Business Days prior to the Scheduled Completion Date, the Sellers’ Representative shall provide the Buyers with the Completion Schedule.

If Completion is deferred beyond the Scheduled Completion Date in accordance with the terms of this Agreement and a Completion Schedule has been delivered to the Buyers prior to such deferral occurring, the Sellers’ Representative shall be entitled to deliver a revised Completion Schedule to the Buyers no later than five (5) Business Days prior to the Revised Completion Date and the Completion Schedule previously submitted shall cease to apply or be relevant for all purposes.

Each Buyer and the Parent undertake to the Sellers to:

(i) use commercially reasonable efforts to maintain in full force and effect, and (ii) not to amend, restate or otherwise modify or waive any provision of, the Buyers’ Financing Arrangements where such amendment, restatement, modification or waiver would (when considered together with any other actions taken or reasonably expected to be taken by the Buyers or Parent in respect of Buyers’ Financing Arrangements or the availability of cash on hand):

impose new or additional conditions to, or expand any of the conditions to, availability under the Buyers’ Financing Arrangements in a manner that would reasonably be expected to impede or prevent the Buyers or Parent being able to pay the Initial Cash Consideration as contemplated under the Transaction Documents; and/or

reduce the aggregate principal amount of the commitments under (or otherwise reduce immediate availability under) the Buyers’ Financing Arrangements below amounts reasonably expected by the Buyers or Parent to be drawn thereunder on Completion in order to pay the Initial Cash Consideration to the Sellers on Completion pursuant to the Transaction Documents unless the Buyers and/or Parent have (or reasonably expect to have, pursuant to alternative debt or equity financing commitments or otherwise) at Completion a sufficient amount of immediate availability under the Buyers’ Financing Arrangements and available cash on hand to pay the Initial Cash Consideration to the Sellers pursuant to the Transaction Documents; and/or

have a material adverse effect on the Buyers’ or Parent’s ability to pay the Initial Cash Consideration on the Completion Date under the Transaction Documents;

ensure that other than as expressly set forth in the Buyer’s Financing Arrangements, there are no conditions precedent relating to the drawing of such amounts as are reasonably expected by the Buyers or Parent to be drawn thereunder to pay the Initial Cash Consideration on the Completion Date under the Transaction Documents; and

maintain, in one or more bank accounts of the Parent, sufficient cash or cash equivalents (when taken together with the aggregate principal amount reasonably expected by the Buyers or Parent to be available under the Buyers’ Financing Arrangement at or prior to Completion) in immediately available funds to the extent such funds are reasonably expected by the Buyers or Parent to be used to pay the Initial Cash Consideration on the Completion Date under the Transaction Documents.

Each Buyer and the Parent further undertake to the Sellers that it shall take all action necessary to draw such amounts as it requires (as provided by any Buyers’ Financing Arrangements, or otherwise) sufficient for the Buyers to meet their respective obligations (including payment obligations) under the Transaction Documents as at or prior to Completion.

Provided that nothing shall require such cooperation to the extent it would, or would be reasonably likely to:

interfere unreasonably with the business or operations of any Group Company;

require a Group Company to take any action that will (a) conflict with or violate any such Group Company’s constitutional documents or any applicable law, regulation or any requirement or request of an applicable regulatory authority or any obligation of confidentiality from a third party (not created in contemplation hereof) binding any Group Company; (b) require providing access to or disclosing information that would jeopardize any attorney-client privilege of any Group Company; (c) cause any representation or warranty in this Agreement to be breached by any Group Company; (d) require its officers or directors to execute any agreement, certificate, document or instrument that would be effective prior to Completion (except as explicitly provided in this Clause 6.18; (e) require its legal counsel to provide any legal opinions; or (f) require any Group Company to prepare any projections; or

require any Group Company or any of its respective officers, directors, employees or professional advisers to bear any liability (including any contingent liability), out of pocket cost or expense, pay any fee or provide any indemnity, in each case other than as contemplated by the Registration Rights Agreement,

Each Group Company and any of their respective representatives shall be indemnified and held harmless by the Buyers 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 Buyer’s Financing Arrangements to the fullest extent permitted by Law and with appropriate contribution to the extent such

If any “fair price,” “moratorium,” “control share acquisition” or other anti-takeover statute or similar statute or regulation, or anti-takeover or other provision in the constitutional documents of any party, that would prohibit, impede, prejudice, delay, or otherwise adversely affect the ability of the parties to consummate the Transaction, is or may become applicable to this Agreement or the Transaction, the applicable parties shall use their commercially reasonable endeavours to take all such actions as are necessary so that the Transaction may be consummated on the terms contemplated hereby.

POWERBAR GULF SHARES

As soon as is reasonably practicable following the date of this Agreement (and, in any event, before the date on which the last of the Conditions is satisfied or waived) and to the extent they have not already done so:

the Sellers’ Representative and the US Buyer shall cooperate and work with each other, the Notary, the DED and RAKEZ in good faith to apply for and obtain confirmation from the Notary, the DED and RAKEZ (as applicable) as to any and all documents and forms that are required by: (i) the Notary, the DED and/or RAKEZ or otherwise necessary in order to enable the Notary to notarise the UAE Share Transfer Agreement, the UAE MOA Amendment Agreement, the RAKEZ Shareholders’ Resolution and the UAE GM Replacement Resolution; (ii) the DED to complete the DED Commercial Registration; and (iii) RAKEZ to complete the RAKEZ Commercial Registration;

each Powerbar Gulf Seller shall (to the extent applicable):

prepare and sign all powers of attorney, board resolutions, shareholder resolutions, certificates of incorporation, articles of association and other supporting documents which are required by: (i) the DED, RAKEZ or the Notary, or which are otherwise necessary, in respect of such Powerbar Gulf Seller to enable the Notary to notarise the UAE Share Transfer Agreement, the UAE MOA Amendment Agreement, the RAKEZ Shareholders’ Resolution and the UAE GM Replacement Resolution; (ii) the DED to complete the DED Commercial Registration; or (iii) RAKEZ to complete the RAKEZ Commercial Registration; and

ensure that each of the documents referred to in Clause 7.1.2(a) is duly initialled, executed, notarised, legalised, attested and translated into Arabic in such manner as may be required by the relevant authorities; and

the US Buyer (and/or the Parent, to the extent the Parent is to acquire any Powerbar Gulf Shares in accordance with this Agreement) shall (to the extent applicable):

prepare and sign all powers of attorney, board resolutions, shareholder resolutions, certificates of incorporation, articles of association, certificates of good standing, certificates of incumbency, trade register extracts, ultimate beneficial owner declarations and other supporting documents which are required by: (i) the DED, RAKEZ or the Notary, or which are otherwise necessary, in respect of the US Buyer (and/or, if applicable, the Parent) to enable the Notary to notarise the UAE Share Transfer Agreement, the UAE MOA Amendment Agreement, the RAKEZ Shareholders’ Resolution and the UAE GM Replacement Resolution; (ii) the DED to complete the DED Commercial Registration; or (iii) RAKEZ to complete the RAKEZ Commercial Registration;

ensure that each of the documents referred to in Clause 7.1.3(a) is duly initialled, executed, notarised, legalised, attested and translated into Arabic in such manner as may be required by the relevant authorities;

complete and sign RAKEZ’s undertaking letter for credentials form, in the form prescribed by RAKEZ; and

obtain such security clearances in respect of the US Buyer (and/or, if applicable, the Parent) as are required by the DED or RAKEZ to complete the DED Commercial Registration or the RAKEZ Commercial Registration.

Unless this Agreement is previously terminated in accordance with its terms, as soon as is reasonably practicable following the date on which the last of the Conditions is satisfied (and in any event within two Business Days of such date):

if requested by the Sellers’ Representative, the US Buyer (and/or, if applicable, the Parent) shall deliver to a person nominated by the Sellers’ Representative all of those documents referred to in Clause 7.1.3;

to the extent required, each Powerbar Gulf Seller and the US Buyer (and/or, if applicable, the Parent) shall submit online via the RAKEZ’s online portal an application to RAKEZ for the approval of, or a no objection in respect of (i) the transfer and registration of the Powerbar Gulf Shares in the name of the US Buyer (and/or, if applicable, the Parent); and (ii) the replacement of such directors and general manager as the US Buyer may nominate in writing; and (iii) and the notarisation of the UAE Share Transfer Agreement and, if permitted by RAKEZ at such time, the UAE MOA Amendment Agreement, together with all supporting documentation required by RAKEZ, including:

the UAE Share Transfer Agreement, duly initialled and executed by them in the presence of duly authorised RAKEZ representatives (or, if permitted, via a video conference with such RAKEZ representatives) and stamped by a certified translator (but left undated);

if its notarisation is permitted by RAKEZ at such time, the UAE MOA Amendment Agreement, duly initialled and executed by the US Buyer (and/or, if applicable, the Parent) in the presence of duly authorised RAKEZ representatives (or, if permitted, via a video conference with such RAKEZ representatives) and stamped by a certified translator (but left undated);

the RAKEZ Shareholders’ Resolution, duly executed by the Powerbar Gulf Sellers in the presence of duly authorised RAKEZ representatives (or, if permitted, via a video conference with such RAKEZ representatives);

the UAE GM Replacement Resolution, duly executed by the Powerbar Gulf Sellers (or, if required, the directors of Powerbar Gulf) in the presence of duly authorised RAKEZ representatives (or, if permitted, via a video conference with such RAKEZ representatives);

the relevant powers of attorney (duly executed, notarised, legalised, attested and translated into Arabic in such manner as may be required by the relevant authorities), authorising the relevant individuals to sign the relevant application form(s), the UAE Share Transfer Agreement, the UAE MOA Amendment Agreement (if applicable), the RAKEZ Shareholders’ Resolution and the UAE GM Replacement Resolution on behalf of the signatories to such documents;

the relevant board resolutions and shareholder resolutions approving the transfer of the Powerbar Gulf Shares to the US Buyer (and/or, if applicable, the Parent) and the entrance into the UAE Share Transfer Agreement, the UAE MOA Amendment Agreement (if applicable), the RAKEZ Shareholders’ Resolution and the UAE GM Replacement Resolution (duly executed, notarised, legalised, attested and translated into Arabic in such manner as may be required by the relevant authorities);

copies of the passports and Emirates ID cards (where applicable) of (i) the signatories to the relevant application form(s) and the UAE Share Transfer Agreement and the UAE MOA Amendment Agreement (if applicable) and (ii) any incoming directors and general manager as may be nominated by the US Buyer;

in respect of the US Buyer (and/or, if applicable, the Parent): (i) copies of its certificate of incorporation, certificate of good standing, certificate of incumbence, trade register extracts, ultimate beneficial owner declarations and articles of association (duly notarised, legalised, attested and translated into Arabic in such manner as may be required by the relevant authorities); (ii) its duly executed undertaking letter for credentials form, in the form prescribed by RAKEZ; and (iii) the security clearances obtained by it, as required by RAKEZ or the DED to complete the RAKEZ Commercial Registration or the DED Commercial Registration;

in respect of Powerbar Gulf, its original industrial licences; and

any and all other documents and forms which are required by RAKEZ or the DED, or which are otherwise necessary, to enable RAKEZ to complete the RAKEZ Commercial Registration or the DED to complete the DED Commercial Registration,

to the extent required, each Powerbar Gulf Seller and the US Buyer (and/or, if applicable, the Parent) shall sign in Arabic and English (and in such form or forms as the DED may require), or submit online via the DED’s online portal, an application to the DED for the approval of, or a no objection in respect of, the transfer and registration of the Powerbar Gulf Shares in the name of the US Buyer (and/or, if applicable, the Parent) and the notarisation of the UAE Share Transfer Agreement and, if permitted by the DED at such time, the UAE MOA Amendment Agreement, together with all supporting documentation required by the DED, which may include some or all of the documents provided to RAKEZ as part of the RAKEZ Application (together, the “DED Application”); and

the US Buyer or the Parent shall pay any and all fees charged by: (i) RAKEZ in relation to the RAKEZ Application; and (ii) the DED in relation to the DED Application.

Once the RAKEZ Application and the DED Application have been made, the Powerbar Gulf Sellers, the US Buyer and, if applicable, the Parent shall cooperate with each other RAKEZ and, if required, the DED to ensure that any and all advertisements that need to be published in respect of the transfer of the Powerbar Gulf Shares to the US Buyer (and/or, if applicable, the Parent) are published (in such form or forms as RAKEZ or the DED may require) in the relevant gazettes and/or daily newspapers as soon as possible.

As soon as reasonably practicable following (and in any event within two Business Days of) the earlier of: (i) receipt by the Sellers’ Representative of evidence of the grant of an approval or no objection by RAKEZ or the DED in respect of the transfer of the Powerbar Gulf Shares to the US Buyer (and/or, if applicable, the Parent) and the notarisation of the UAE Share Transfer Agreement and (if applicable) the UAE MOA Amendment Agreement; and (ii) the expiry of the advertisement prescribed under applicable law or otherwise by RAKEZ or the DED in relation to the transfer of the Powerbar Gulf Shares to the US Buyer (and/or, if applicable, the Parent) (and provided each party has complied with its respective obligations under Clause 8.2 and this Agreement has not been terminated in accordance with its terms), each of the Powerbar Gulf Sellers and the US Buyer (and/or, if applicable, the Parent) shall:

execute and date (or procure that their respective duly authorised attorney executes and dates) the UAE Share Transfer Agreement and (in respect of the US Buyer and/or, if applicable, the Parent only and if the Notary, RAKEZ and the DED permit the same to be executed and dated at such time) the UAE MOA Amendment Agreement and (in respect of the Powerbar Gulf Sellers only) the RAKEZ Shareholders’ Resolution and the UAE GM Replacement Resolution in the presence of the Notary or, if permitted, via a video conference with the Notary (the “Notary Signing”); and

submit to the Notary the documents required by the Notary to notarise the UAE Share Transfer Agreement and (if applicable) the UAE MOA Amendment Agreement, the RAKEZ Shareholders’ Resolution and the UAE GM Replacement Resolution (which may include some or all of those documents referred to in Clause 7.2.2 or Clause 7.2.3).

As soon as reasonably practicable after (and, if possible, on the same day as) the Notary Signing:

the Powerbar Gulf Sellers and, to the extent required, the US Buyer and/or, if applicable, the Parent shall execute, submit or file (as applicable) such application(s) (the “Final RAKEZ Application”), in Arabic and English, to RAKEZ (in such form or forms, and together with such supporting documents, as RAKEZ may require) for the completion of the RAKEZ Commercial Registration;

to the extent required, the Powerbar Gulf Sellers and the US Buyer (and/or, if applicable, the Parent) shall execute, submit or file (as applicable) such application(s) (the “Final DED Application”), in Arabic and English, to the DED (in such form or forms, and together with such supporting documents, as the DED may require) for the completion of the DED Commercial Registration; and

the US Buyer or the Parent shall pay any and all fees charged by: (i) RAKEZ in relation to the Final RAKEZ Application; and (ii) the DED in relation to the Final DED Application.

As soon as reasonably practical following the date on which both the RAKEZ Commercial Registration and the DED Commercial Registration become effective, the Sellers’ Representative shall procure that the following documents are delivered to the US Buyer in evidence of the same:

the amended industrial licence of Powerbar Gulf issued by RAKEZ in connection with the transfer of the Powerbar Gulf Shares to the US Buyer (and/or, if applicable, the Parent) is collected from RAKEZ;

the amended industrial licence of Powerbar Gulf issued by the DED listing the US Buyer (and/or, if applicable, the Parent) as the sole shareholder(s) (or partner(s)) of Powerbar Gulf is collected from the DED;

the duly executed and notarised UAE Share Transfer Agreement, the UAE MOA Amendment Agreement and the UAE GM Replacement Resolution;

an incumbency certificate issued by RAKEZ confirming: (i) the US Buyer (and/or, if applicable, the Parent) as the sole shareholder(s) of Powerbar Gulf; and (ii) the replacement of the current directors and general manager of Powerbar Gulf with such directors and general manager as may be nominated in writing by the US Buyer in its discretion (it being agreed that the US Buyer shall provide the Powerbar Gulf Sellers with such assistance as may be reasonably required by them in connection with procuring such incumbency certificate);

a share certificate issued to the US Buyer (and/or, if applicable, the Parent); and

a copy of the updated register of shareholders and register of officers of Powerbar Gulf,

If, for any reason: (i) the RAKEZ Commercial Registration and/or the DED Commercial Registration become(s) effective; (ii) Completion does not occur in accordance with the relevant provisions of this Agreement; and (iii) this Agreement is terminated by either party pursuant to Clause 8.3, then the parties shall take all measures necessary to transfer all of the Powerbar Gulf Shares held by the US Buyer and/or the Parent to the Powerbar Gulf Sellers as soon as is practically possible following the termination of this Agreement.

For the avoidance of any doubt:

until the occurrence of Completion: (i) Powerbar Gulf and its business shall continue to be under the full and absolute control of the Powerbar Gulf Sellers, who shall be free to direct the operation, business and performance of Powerbar Gulf as they deem necessary (subject to the other provisions of this Agreement); and (ii) neither the US Buyer nor the Parent shall hold itself out, or represent itself, to be the owner of Powerbar Gulf or any of the Powerbar Gulf Shares;

with effect from Completion (and provided the US Buyer and, if applicable, the Parent has complied with each of its obligations under this Clause 7 and Clause 8.2), the Powerbar Gulf Sellers shall: (i) hold the Powerbar Gulf Shares, and all rights attaching to them, for the benefit of the US Buyer (and/or the Parent, as applicable); (ii) ensure that no Encumbrance is created, and no rights are exercised, in respect of the Powerbar Gulf Shares without the prior approval or direction of the US Buyer; and (iii) not take any actions to amend any constitutional document or agreement relating to Powerbar Gulf, unless such action is approved or directed by the US Buyer or required by applicable law;

any and all risks, responsibilities, liabilities and Losses relating to the ownership of the Powerbar Gulf Shares will pass to, and become risks, responsibilities, liabilities and Losses of, the US Buyer (and/or the Parent, as applicable) with effect from Completion, regardless of whether the Powerbar Gulf Shares have been registered in the name of the US Buyer (and/or the Parent, as applicable) at that point in time. Accordingly (and without prejudice to any rights or claims that the US Buyer may have against any Powerbar Gulf Seller under, pursuant to or for breach of this Agreement), in the event that the RAKEZ Commercial Registration and the DED Commercial Registration have not occurred at or prior to Completion, the US Buyer shall indemnify each Powerbar Gulf Seller and hold each Powerbar Gulf Seller harmless from and in respect of any and all Losses suffered or incurred by a Powerbar Gulf Seller in the period between

following and with effect from delivery to the US Buyer of the powers of attorney to be executed by the respective Powerbar Gulf Sellers in accordance with paragraph 1.2.3 of Schedule 4, each Powerbar Seller undertakes to procure that their respective powers of attorney are not revoked prior to the delivery of the Commercial Registration Documents to the US Buyer.

COMPLETION

Completion shall take place at the offices of the Sellers’ Solicitors, or such other location (including a virtual location) as agreed between the Sellers’ Representative and the Buyers, on the Scheduled Completion Date or such other date agreed in writing between the Sellers’ Representative and the Buyers.

At Completion:

the Parent shall allot and issue the Parent Securities to the Sellers in accordance with Clause 3.2.1 and in the amounts set out opposite their respective names in the Final Seller Consideration Allocation;

subject to Clause 8.2.3, the Buyers shall pay or procure the payment to the Sellers’ Nominated Accounts as set out in the Completion Schedule an amount in cash equal to the Initial Cash Consideration by transfer of cleared funds for same day value in accordance with Clause 24.4 and in the amounts set out opposite their respective names in the Final Seller Consideration Allocation;

in respect of any Individual Seller for which there are any Employee Shareholder Tax Liabilities that, as determined in accordance with Clauses 8.4 to 8.12, would be payable in respect of the conversion, sale or transfer of their Shares, the Buyers shall pay or procure the payment of such Individual Seller’s entitlement to the Initial Cash Consideration to the account of their applicable Group Company employer to enable deduction of PAYE and National Insurance Contributions withholding liabilities and any other employee payroll taxes arising from the conversion, sale or transfer of their Shares, by transfer of cleared funds for same day value in accordance with Clause 24.4; and

each Seller, the Parent and the Buyers shall otherwise each do all those other things respectively required of them in Schedule 4.

The Sellers and Buyers agree that, for the purposes of Clause 8.2.2, the payment of the required amount to the Individual Seller’s employer shall constitute proper discharge by the Buyers of their obligation to otherwise pay that amount to the relevant Individual Seller directly and the Buyers undertake to procure that, following Completion, the relevant employer shall make all related deductions and payments to the relevant Tax Authority by the due date for payment on account of any Employee Shareholder Tax Liabilities arising or to be accounted for in respect of such payment.

The Sellers and the Buyers agree that in calculating the amount of Employee Shareholder Tax Liabilities that would be payable in respect of the conversion, sale or transfer of their Shares, (i) no account shall be taken of any adjustment to the Consideration Amount pursuant to Clause 4.3 and, (ii) it shall be assumed that each Individual Seller received its allocation of the net present value of the maximum Earn Out Payment as if it was paid to such Individual Seller in full on Completion.

As soon as reasonably practicable following signing, and in any event within 20 Business Days thereof, the Sellers’ Representative shall provide to the Buyers its draft analysis (with supporting evidence) as to (i) whether any Employee Shareholder Tax Liabilities are due in respect of any Individual Seller on or arising as a result of Completion (including as a result of any conversion of Shares in anticipation thereof), and (ii) the principles on which such Employee Shareholder Tax Liabilities shall be calculated at Completion (together, the “Tax Analysis”). Following receipt of such information, the Buyers shall (acting reasonably and in good faith and taking into account the information provided by the Sellers’ Representative) consult with the Sellers’ Representative regarding its determination as to whether any Employee Shareholder Tax Liabilities are due and how such liabilities shall be calculated in respect of any Individual Seller.

Within the 10 Business Day period beginning on the day after the Sellers’ Representative provides its draft Tax Analysis to the Buyers under Clause 8.5 (the expiry of this period being the “Tax Analysis Response Date”), the Buyers may either:

confirm that they agree with the draft Tax Analysis; or

dispute the correctness of the draft Tax Analysis by issuing a notice (“Tax Analysis Dispute Notice”) to the Sellers’ Representative setting out in reasonable detail the items, amounts and basis of the dispute (“Disputed Tax Items”) and the proposed amendments to the draft Tax Analysis that are required to resolve the Disputed Tax Items.

If the Buyers accept the draft Tax Analysis, or neither accept the draft Tax Analysis nor issue a Tax Analysis Dispute Notice by the Tax Analysis Response Date, then the draft Tax Analysis delivered under Clause 8.5 will be taken to comprise the final Tax Analysis and such Tax Analysis will be final and binding on the parties for the purposes of Clauses 8.2.3 and 8.3 except in the case of fraud or manifest error.

If the Buyers issue a Tax Analysis Dispute Notice, either the Buyers or the Sellers’ Representative may by notice to the other refer the outstanding and unresolved matters in dispute (“Unresolved Disputed Tax Items”) to a jointly appointed independent firm of tax experts of international repute for determination (“Tax Expert”), provided that if the Buyers and the Sellers’ Representative cannot agree the identity of such Tax Expert, such Tax Expert shall be appointed by the President for the time being of the Institute of Chartered Accountants of England and Wales under the President’s Nomination Scheme on the joint application of the Buyers and the Sellers’ Representative.

The Tax Expert shall be directed by the Buyers and the Sellers’ Representative to settle any Unresolved Disputed Tax Items by:

having regard to any written submissions made to the Tax Expert by the Buyers or its representatives, and the Sellers or its representatives within the timeframes specified by the Tax Expert;

making any enquiries or inspections which the Tax Expert considers in its absolute discretion to be necessary or desirable; and

providing a written report setting out its determination on the Employee Shareholder Tax Liabilities.

The Sellers shall procure that all records, working papers and other information within the possession of the Sellers or under the control of the Group as may be required by (i) the Buyers for the purposes of reviewing the draft Tax Analysis or resolving any Disputed Tax Items or Unresolved Disputed Tax Items, or (ii) the Tax Expert for the purposes of settling any Unresolved Disputed Tax Items, are made available upon the request of the Buyers or the Tax Expert (as applicable).

In making its determination the Tax Expert will act as an expert and not as an arbitrator.

The determination of the Tax Expert as to the Unresolved Disputed Tax Items and the determination of the Employee Shareholder Tax Liabilities will be final and binding on the parties for the purposes of determining any amounts payable in respect of Employee Shareholder Tax Liabilities pursuant to Clause 8.2.3 and 8.3, except in the case of fraud or manifest error, in which case the relevant part of the determination will be void and the matter must be remitted to the Tax Expert for correction.

The parties agree that, in the event the Tax Expert has not made its determination on the Unresolved Dispute Tax Items and the Employee Shareholder Tax Liabilities by the date that is 7 Business Days prior to Scheduled Completion Date, the parties shall defer Completion until the first Business Day of the month following the month in which the Tax Expert has made its determination (which may not, for the avoidance of doubt, be the month immediately following the Scheduled Completion Date), in which event the provisions of this Clause 8 shall apply to such deferred date of Completion (which shall then for all purposes and notwithstanding any other provision of this Agreement be deemed to be the Scheduled Completion Date).

If, on or before the Completion Date, any Seller fails to perform or procure the performance of any of its Key Seller Completion Obligations or the Buyers or the Parent fails to perform or procure the performance of any of the Key Buyers/Parent Completion Obligations then the Sellers’ Representative (in the case of a default by the Buyers or the Parent) or the Buyers (in the case of a default by any Seller) (the “Non-Defaulting Party”) may in their absolute discretion, by written notice to the other party (the “Defaulting Party”) or its duly authorised representative (if any):

without prejudice to its rights under this Agreement, proceed to Completion on that date, to the extent that the Non-Defaulting Party is ready, willing and able to do so, and specify a later date by which the Defaulting Party shall be obliged to complete its relevant outstanding Completion Obligations;

elect to defer Completion to a date not less than ten or more than 31 calendar days following the existing Scheduled Completion Date, in which event the provisions of this Clause 8 shall apply to the deferred date of Completion, which shall then be the Scheduled Completion Date, save that such date must be the first Business Day of a month with all necessary modifications; or

provided that the Non-Defaulting Party has deferred Completion not less than once pursuant to Clause 8.6.2, terminate this Agreement in accordance with Clause 13,

SELLER WARRANTIES, UNDERTAKINGS AND INDEMNITIES

Each Seller severally (and not jointly or jointly and severally) warrants to the Buyers, in respect of itself only, that the Seller Warranties set out in Clauses 9.2 to 9.7 are, and the Powerbar Seller further warrants to the Buyers, in respect of itself only, that the Seller Warranty set out in Clause 9.8 is, true as at the date of this Agreement and as at the Completion Date in respect of such Seller and its Relevant Shares.

Each Seller:

has the requisite power and authority to enter into, and to perform its obligations under, this Agreement and each of the Transaction Documents which are to be entered into by it; and

subject to satisfaction of the Conditions, has obtained or satisfied all corporate, regulatory and other approvals, and any other conditions, necessary to execute, and perform its obligations under this Agreement and the Transaction Documents which are to be entered into by it and there are no Actions by or before any Regulatory Authority pending or, to the knowledge of the Sellers, threatened in any written notice, against any Seller that, if adversely determined, would prohibit the consummation of the Transaction.

This Agreement and the Transaction Documents which are to be entered into by the Sellers constitute or will, when executed by the relevant person, constitute binding obligations of each Seller in accordance with its respective terms.

Each Seller is the sole registered holder of and is entitled to sell and transfer the full title in its Relevant Shares to the relevant Buyer free from Encumbrances and with all rights attaching thereto at Completion.

No Seller is insolvent, in administration, liquidation, receivership or bankruptcy (and no order or resolution therefor has been presented and no notice of appointment of any liquidator, receiver, administrative receiver or administrator has been given, nor are there valid grounds or circumstances on the basis of which any such procedure may reasonably be requested) or unable to pay its debts within the meaning of any laws relating to insolvency binding upon any Seller.

Each Seller is acquiring the Parent Securities, constituting a portion of the Consideration Securities Amount to be received by such Seller hereunder, for its own account, for investment purposes only, and not with a view to the distribution of such Parent Securities. Each Seller understands that the issuance of such Parent Securities has not been registered under the Securities Act, and is subject to further restrictions in the Registration Rights Agreement, and such Parent Securities cannot be offered or re-sold until such offer and sale is subsequently registered under the Securities Act or an exemption from such registration (such as Rule 144 promulgated under the Securities Act) is available to such Seller.

The Sellers (a) have had an opportunity to discuss the Parent’s business with the management team of the Parent, (b) have been given access to all information about the Parent, its subsidiaries and the Parent Securities, as has been requested by or on behalf of the Seller, (c) have been afforded the opportunity to ask questions of, and receive answers from, the management team of the Parent and (d) have conducted their own independent investigation of Parent and its business, and based thereon, have formed an independent judgment concerning the transactions contemplated hereby.

The Powerbar Seller has been duly incorporated and is validly existing and in good standing under the laws of Cyprus.

Each Seller undertakes to each Buyer (for itself and, as agent and trustee for each Relevant Connected Person) that (in the absence of fraud) the Seller:

has no rights or remedies against; and

shall not make any claim against,

Each of the Sellers and the Buyers shall comply with their respective obligations in Schedule 11.

WARRANTIES

Each Warrantor severally (and not jointly or jointly and severally) warrants to the Buyers that, so far as the Warrantor is aware (within the meaning of Clause 10.4 below), each Warranty is true and accurate as at the date of this Agreement.

Each Warranty is given subject to the matters Disclosed and to the limitations and exclusions expressly provided for in this Agreement.

The Buyers acknowledge and agree that none of the Warrantors shall have any liability in respect of, that it shall not make or bring a Warranty Claim in respect of a Warranty which relates or is referrable to, and that the Warranties are given subject to and are qualified by, in each case, any fact, matter or circumstance of which the Buyers are aware (within the meaning of Clause 1.7 of this Agreement).

Each Warrantor shall only be liable for breach of a Warranty to the extent that the Warrantor was actually aware as at the date of this Agreement of the facts, matters and/or circumstances giving rise to such breach.

REMEDIES, SELLERS’ LIMITATIONS

The Buyers acknowledge and agree that the Warrantor’s Cap (as defined in Clause 11.2.3 below) shall apply, notwithstanding any subsequent non-payment under the W&I Insurance Policy or lack of coverage or exclusions, any deductibles agreed under the W&I Insurance Policy, any impairment or expiry or termination of the W&I Insurance Policy or insolvency of the underwriters of that policy, save as set out in Clause 11.14.

Notwithstanding any provision to the contrary in this Agreement or the Tax Deed:

the parties acknowledge that the Buyers have the benefit of the W&I Insurance Policy which provides, conditional on Completion, insurance cover in respect of all Warranty Claims and Tax Deed Claims;

the Buyers warrant that the W&I Insurance Policy provides that the W&I Insurer shall only be entitled to subrogate against the Warrantors if the payment under the W&I Insurance Policy or Loss arose in whole or part out of any Warrantor’s fraud or fraudulent misrepresentation;

without prejudice to the Buyers’ ability to make any claims pursuant to the W&I Insurance Policy, each Buyer agrees with the Warrantors that (save in the case of Warrantor’s fraud) it will not be entitled to make, will not make, and waives any right it may have to make, any Warranty Claim or Tax Deed Claim against the Warrantors which would, in aggregate, exceed USD 1 for any Warrantor (each being the respective “Warrantor’s Cap”); and

the Buyers agree that their sole recourse in respect of all Warranty Claims and Tax Deed Claims, except to the extent of each relevant Warrantor’s Cap (and save in the case of Warrantor’s fraud), shall be to make a claim under the W&I Insurance Policy.

The provisions of this Agreement shall at all times be subject to the W&I Insurer’srights of subrogation pursuant to applicable law and the provisions of clause 8(b) of the W&I Insurance Policy.

Notwithstanding any provision to the contrary in this Agreement, the Buyers shall:

not agree to any waiver, amendment or variation of the waiver referred to in Clause 11.2.3 (or do anything which has a similar effect) without the prior written consent of each of the Warrantors;

not novate or otherwise assign their rights with respect to the waiver referred to in Clause 11.2.3 (or do anything which has similar effect) or do anything which causes such waiver not to have full force and effect under its terms; and

without limitation to any right of any Warrantor separately to enforce such terms, use reasonable endeavours to enforce any term in the W&I Insurance Policy under which the W&I Insurer waives its rights to take subrogated action against any Warrantor or its directors or officers (except in the case of fraud or fraudulent misrepresentation by or on behalf of the relevant Warrantor) upon the terms set out in the W&I Insurance Policy if the W&I Insurer takes any action which is inconsistent with such waiver to the detriment of any Warrantor.

Save in respect of the deduction of the Sellers’ contribution from the Consideration Amount pursuant to Clause 3.2.2(e), the W&I Insurance Costs shall be for the account of the Buyers, and the Buyers shall be solely responsible for the payment of the insurance premium to the W&I Insurer.

If either Buyer becomes aware of any matter or circumstance that is reasonably likely to give rise to a Claim against a Seller or a Warrantor, the Buyers shall give notice in writing thereof to the relevant Seller or Warrantor as soon as reasonably practicable thereafter and in any event within one (1) month after discovery of such matter or circumstances giving rise to such Claim, providing in reasonable detail (to the extent of such Buyer’s knowledge at such time) all information and documentation supporting (i) the legal and factual basis of the Claim (including all relevant details, facts and circumstances), and (ii) an estimate of the amount of the Loss. Any delay in notification under this Clause 11.6 shall not invalidate the applicable Claim save to the extent that the Seller or Warrantor is adversely affected thereby.

The aggregate total liability of the Sellers in respect of all Specific Tax Indemnity Claims shall be limited to and shall not exceed in any circumstances an amount equal to USD 23,000,000.

Notwithstanding any other provision of the Transaction Documents, the aggregate total liability of each Seller in respect of all Claims and Tax Deed Claims shall be limited to and shall not exceed in any circumstances an amount equal to the Consideration Amount received by such Seller.

No Seller shall be liable in respect of a Fundamental Warranty Claim unless (a) such Fundamental Warranty Claim is notified to them in writing, in accordance with Clause 25, on or before the date falling seven (7) years after the Completion Date, and (b) legal proceedings are commenced in respect of such Fundamental Warranty Claim within six (6) months of such written notification.

No Warrantor shall be liable in respect of a Warranty Claim (other than a Tax Warranty Claim) unless (a) such Warranty Claim is notified to them in writing, in accordance with Clause 25, on or before the date falling twenty-four (24) months after the Completion Date and (b) legal proceedings are commenced in respect of such Warranty Claim within six (6) months of such written notification.

No Seller shall be liable in respect of a Claim (except for a Fundamental Warranty Claim, a Warranty Claim or a Specific Tax Indemnity Claim) unless (a) such Claim is notified to them in writing, in accordance with Clause 25, on or before the date falling twelve (12) months after the Completion Date and (b) legal proceedings are commenced in respect of such Claim within six (6) months of such written notification.

No Seller shall be liable in respect of a Specific Tax Indemnity Claim unless such Claim is notified to them in writing in accordance with Clause 25, on or before the date falling seven (7) years after the Completion Date.

No Warrantor shall be liable in respect of a Tax Deed Claim or a Tax Warranty Claim unless such Tax Deed Claim or a Tax Warranty Claim is notified to them in writing, in accordance with Clause 25, on or before the date falling twenty-four (24) months after the Completion Date.

No party shall be entitled to recover more than once in respect of the same Loss under this Agreement or the Tax Deed (including any Claim or Tax Deed Claim). In assessing any damages or other amounts recoverable for a Claim (except for a Specific Tax Indemnity Claim) there shall be taken into account any corresponding savings by, or net benefit to, any member(s) of the Buyers’ Group (including in relation to Tax).

Nothing in this Agreement shall or shall be deemed to relieve any party of its duty to mitigate any Loss incurred by it or any Group Company in respect of which it may have a claim under this Agreement (including any Claim but excluding any Specific Tax Indemnity Claim) and each party shall, in any event, use all reasonable endeavours to mitigate or procure the mitigation of any such Loss. For the avoidance of doubt, this clause 11.13 shall not apply to a Tax Deed Claim.

The Buyers acknowledge and agree that, except as expressly provided by Warrantors in this Agreement, no Seller nor any Relevant Connected Person, nor any Group Company nor any of their respective directors, officers, employees, agents or advisers give any warranty, representation or undertaking as to the truth, accuracy or completeness of any information and/or documentation (including: (i) the Data Room; (ii) the Q&A Information; and/or (iii) any forecasts, estimates, projections, statements of intent or statements of opinion) provided to or held or used by the Buyers, any other member of the Buyers’ Group or any of their respective advisers or agents (howsoever provided, held or used).

Nothing in this Agreement shall limit the liability of any Seller or Warrantor in respect of any claim under any Transaction Document (including any Claim, Warranty Claim or Tax Deed Claim) in each case arising from such Seller’s or Warrantor’s fraud.

The Buyers shall not be entitled to bring a Warranty Claim in respect of any fact, matter or circumstances of which the Buyers are aware at the date of this Agreement (within the meaning attributed thereto in Clause 1.7) which otherwise would or would be reasonably likely (whether through passage of time or otherwise) to entitle the Buyers to make or bring a Warranty Claim.

Notwithstanding that any party becomes aware at any time:

If the Buyers have served a notice of claim on the W&I Insurer in respect of a W&I Insurance Claim pursuant to the provisions of the W&I Insurance Policy, the Buyers shall not be required to commence proceedings on the relevant Sellers or Warrantors in respect of matters that are the subject of the applicable W&I Insurance Claim (an “Ongoing W&I Claim”) until the later of six months of the end of the time period specified in Clauses 11.8(a), 11.9(a) or 11.11 (as applicable) or 30 Business Days from the date on which the Ongoing W&I Claim has been finally determined. For the purposes of this paragraph 11.18 and paragraph 11.19, an Ongoing W&I Claim shall be regarded as finally determined if:

Ongoing W&I Claim is withdrawn;

To the extent that the Buyers intend to bring any claim against a Seller or Warrantor in respect of any matter subject of an Ongoing W&I Claim, the Buyers shall notify the relevant Seller or Warrantor in writing as soon as reasonably practicable following the final determination of that Ongoing W&I Claim.

No liability shall attach to the Sellers or Warrantors in respect of any Claim (including any Warranty Claim, Fundamental Warranty Claim, Specific Tax Indemnity Claim or Tax Deed Claim) to the extent that the claim is based upon a liability that is contingent only or is otherwise not capable of being quantified unless and until that liability ceases to be contingent and becomes an actual liability or becomes capable of being quantified, as the case may be, provided that this paragraph shall not operate to avoid a claim made in respect of a contingent or unquantifiable liability within the applicable time limits specified in this Clause 10.4 if the notice of that claim has been served before the expiry of the relevant period (even if that liability does not become an actual or quantifiable liability, as the case may be, until after the expiry of that period).

BUYERS’ AND THE PARENT’S WARRANTIES AND UNDERTAKINGS

Each Buyer and the Parent warrant jointly and severally to the Sellers in the terms set out in Schedule 6 as at the date of this Agreement and, in respect of the following paragraphs only, as at the Completion Date:

in respect of the Buyers, paragraphs 1 to 4 (inclusive) of Part A of Schedule 6; and

in respect of the Parent, paragraphs 1 to 7 (inclusive), 10 and 21 of Part B of Schedule 6.

Each Buyer undertakes to each Seller (for itself and, as agent and trustee for each Relevant Connected Person) that (in the absence of fraud) the Buyers:

have no rights or remedies against; and

shall not make any claim against,

Each of the Sellers acknowledges and agrees that none of the Buyers or the Parent shall have any liability in respect of, and that it shall not make or bring a claim for breach of Clause 12.1 in respect of any statement contained in Schedule 6 which relates or is referable to, and that the statements contained in Schedule 6 are given subject to and are qualified by, in each case, any fact, matter or circumstance of which the Warrantors are actually aware.

ENTIRE AGREEMENT

This Agreement and the Transaction Documents constitute the entire agreement between the parties. They supersede any previous agreements relating to the subject matter of this Agreement, and set out the complete legal relationship of the parties relating thereto.

Accordingly, the Buyers:

represent and agree that:

no Seller, no Relevant Connected Person, no Warrantor, nor their respective advisers has made any Representation which is not set out in the Transaction Documents; and

it has not entered into the Transaction Documents in reliance on any Representation except those set out in the Transaction Documents,

for the avoidance of doubt agrees that:

neither any Relevant Connected Person (other than a Seller or Warrantor) nor their respective advisers has any liability to the Buyers for any Representation;

no Seller nor Warrantor has liability of any kind to the Buyers for any Representation except in respect of those set out expressly in the Transaction Documents; and

its only rights and remedies in respect of any Representations are those rights and remedies set out in the Transaction Documents.

The Relevant Connected Persons and advisers to the Sellers or any Group Company may each enforce the terms of this Clause 13 in accordance with the Contracts (Rights of Third Parties) Act 1999.

Nothing in this Clause 13 shall have the effect of limiting or restricting any liability of any party to this Agreement arising as a result of any fraud.

PARENT’S GUARANTEE

The Parent irrevocably and unconditionally guarantees to each of the Sellers the due and punctual performance of each obligation of the Buyers contained in the Transaction Documents. The Parent shall pay to each Seller from time to time on demand any sum of money which the Buyers are at any time liable to pay to such Seller under or pursuant to any Transaction Document and which has not been paid at the time the demand is made. The Parent’s obligations under this Clause 14 are primary obligations and not those of a mere surety.

The Parent irrevocably and unconditionally agrees to indemnify (and keep indemnified) each Seller on demand against any loss, liability or cost incurred by such Seller as a result of any obligation of the Buyers referred to in Clause 14.1 being or becoming void, voidable or unenforceable as against the Buyers for any reason whatsoever. The amount of the loss, liability or cost shall be equal to the amount which such Seller would otherwise have been entitled to recover from the Buyers.

The Parent’s obligations under Clauses 14.1 and 14.2 are continuing obligations and are not satisfied, discharged or affected by an intermediate payment or settlement of account by, or a change in the constitution or control of, or merger or consolidation with any other person of, or the insolvency of, or bankruptcy, winding up or analogous proceedings relating to, the Buyers.

The Parent’s liabilities under Clauses 14.1 and 14.2 are not affected by an arrangement which a Seller may make with the Buyers or with another person which (but for this Clause 14.4) might operate to diminish or discharge the liability of or otherwise provide a defence to a surety.

Without affecting the generality of Clause 14.4, a Seller may at any time it thinks fit and without reference to the Parent and without prejudice to the Parent’s obligations under this Clause 14:

grant a time for payment or grant another indulgence or agree to an amendment, variation, waiver or release in respect of an obligation of the Buyers under any Transaction Document;

give up, deal with, vary, exchange or abstain from perfecting or enforcing other securities or guarantees held by such Seller;

discharge a party to other securities or guarantees held by a Seller and realise all or any of those securities or guarantees; and

compound with, accept compositions from and make other arrangements with the Buyers or a person or persons liable on other securities or guarantees held or to be held by a Seller.

So long as the Buyers are under an actual or contingent obligation under any Transaction Document the Parent shall not exercise a right which it may at any time have by reason of the performance of its obligations under Clauses 14.1 and 14.2 to be indemnified by the Buyers, to claim a contribution from another surety of the Buyers’ obligations or to take the benefit (wholly or partly and by way of subrogation or otherwise) of any of the Buyers’ rights under any Transaction Document or of any other security taken by the Buyers in connection with any Transaction Document.

The Parent’s liabilities under Clauses 14.1 and 14.2 are not affected by the avoidance of an assurance, security or payment or a release, settlement or discharge which is given or made on the faith of an assurance, security or payment, in either case, under an enactment relating to bankruptcy or insolvency.

The Parent waives any right it may have of first requiring a Seller (or any trustee or agent on its behalf) to proceed against or enforce any other rights or security or claim payment from any person before claiming from the Parent under this Clause 14. This waiver applies irrespective of any law or any provision of any Transaction Document to the contrary.

RESTRICTIVE COVENANTS

Each Seller covenants with the Buyers and the Parent (with the intention of assuring to the Buyers and the Parent the full benefit and value of the goodwill and connections of the Group and as a constituent part of the agreement for the sale of the Shares) that, except with the consent in writing of the Buyers (such consent not to be unreasonably withheld):

from Completion to the date that is the three year anniversary of Completion, it will not, within the Prohibited Area, either on its own account or in conjunction with or on behalf of any other person (other than as a holder of shares in a company carrying on such a business where the shareholding is for investment purposes only and does not confer a degree of control amounting to or exceeding material influence over the business in question) carry on or be engaged, concerned or interested, directly or indirectly, whether as shareholder, director, partner, agent or otherwise, in any business activities which are in competition with the Prohibited Business; and

it will not, either on its own account or in conjunction with or on behalf of any other person, make use of:

Know-How of any Group Company at any time after Completion; or

any Commercial Information in respect of the Prohibited Business, relating to any Group Company at any time after Completion; and

if, in connection with the business or affairs of any Group Company, it shall have obtained Commercial Information or Know-How belonging to any third party under an agreement purporting to bind any Group Company that contained restrictions on disclosure, it will not without the previous written consent of the Buyers at any time infringe those restrictions.

from Completion to the date that is the two year anniversary of Completion and within the Prohibited Area, it will not, either on its own account or in conjunction with or on behalf of any other person, canvass, solicit or approach or cause to be canvassed, solicited or approached any person who shall at any time within the year preceding Completion have been a client or customer, prospective client or customer, representative or agent of any Group Company or in the habit of dealing with any Group Company, in each case, in relation to the Prohibited Business, for the purpose of offering to that person goods or services that are of the same type as or similar to any goods or services supplied by any Group Company, in the course of the Prohibited Business, at Completion or enter into any contract for sale and purchase with or accept business from any such person in relation to any such goods or services;

from Completion to the date that is the two year anniversary of Completion and within the Prohibited Area, it will not, either on its own account or in conjunction with or on behalf of any other person, interfere or seek to interfere with the continuance of supplies to any Group Company from any person who shall at any time within the year preceding Completion have been a supplier of goods or services to any Group Company if that interference causes or would be likely to cause that supplier to cease supplying or materially to reduce or alter the terms of its supply of those goods or services to any Group Company; and

from Completion to the date that is the two year anniversary of Completion and within the Prohibited Area, it will not, either, on its own account or in conjunction with or on behalf of any other person, solicit or entice away or attempt to solicit or entice away from any Group Company, offer employment to or employ, or offer to conclude any contract of services with, any person who is at Completion or who was at any time during the period of six months immediately preceding the date of this agreement employed in a managerial, supervisory, technical or sales capacity by, or engaged as a consultant to, any Group Company (whether or not that person would commit a breach of contract by reason of leaving that employment or engagement);

Each of the restrictions contained in Clause 15.1 is separate and severable and if any such restriction is held by a court of competent jurisdiction or arbitral tribunal to be unenforceable in whole or in part for any reason, that unenforceability shall not affect the enforceability of the remaining restrictions or, in the case of restrictions unenforceable in part, the remainder of that restriction.

While the restrictions contained in Clause 15.1 are considered by the parties to be reasonable in all the circumstances, the parties recognise that restrictions of the nature in question may fail for technical reasons and accordingly the parties agree and declare that, if any of those restrictions are held by a court of competent jurisdiction or arbitral tribunal to be unenforceable as going beyond what is reasonable in all the circumstances for the protection of the interests of the Buyers or Parent but would be enforceable if part of the wording of the restrictions was deleted or the periods of the restrictions were reduced or the range of activities or area dealt with by the restrictions were reduced in scope, the relevant restriction shall apply with any modifications necessary to make it valid and effective.

The restrictions contained in Clause 15.1 shall be without prejudice to performance by and shall not limit the restrictions on any Seller under the terms of any employment or service agreement entered into between such Seller and any Group Company under or in connection with this Agreement.

TERMINATION

In the event of the termination of this Agreement in accordance with its terms, this Agreement shall terminate in all respects with immediate effect, and no party nor any member of its Relevant Group shall have any claim under this Agreement against any other party or any member(s) of its Relevant Group, save that:

the provisions of Clauses 1 (Interpretation), 5 (Conditions), 13 (Entire Agreement), 14 (Parent’s Guarantee), 16 (Termination), 20 (Confidential Information), 21 (Announcements), 22 (Continuing Obligations and Assignment), 23 (Costs and Tax), 24 (General), 25 (Notices) and 26 (Governing Law and Jurisdiction) hereof shall continue to apply in full force and effect thereafter; and

such termination shall be without prejudice to a party’s accrued rights and remedies, obligations and liabilities, under this Agreement as at such termination.

INFORMATION ACCESS AFTER COMPLETION

After Completion, each Buyer agrees that it shall provide the Sellers and/or their respective advisers, on request and after reasonable notice, and subject to the provisions of Clause 20 and entry by the recipient into any customary “clean team” arrangements (as may be reasonably requested by the Buyers), with reasonable access during normal business hours to each member of the Buyers’ Group’s respective documents, records and personnel as any Seller may reasonably require relating to the business prior to Completion of any Group Company. Such Seller shall bear all reasonable costs associated with any request for access made by it and may take copies of any relevant documents (each at its sole cost). The Sellers’ right to request the access set out in this Clause 17 shall expire seven years after the Completion Date.

After Completion, the Sellers agree that they shall provide the Buyers and/or their respective advisers, on request and after reasonable notice, and subject to the provisions of Clause 20 and entry by the recipient into any customary “clean team” arrangements (as may be reasonably requested by the Sellers), with reasonable access during normal business hours to each of the Seller’s Relevant Connected Persons’ respective documents, records and personnel as any Buyer may reasonably require relating to the business prior to Completion of any Group Company. Such Buyer shall bear all reasonable costs associated with any request for access made by it and may take copies of any relevant documents (each at its sole cost). The Buyers’ right to request the access set out in this Clause 17 shall expire seven years after the Completion Date.

The Buyers shall cause the Group Companies to keep all books and records relating to periods prior to Completion for the periods provided for under applicable mandatory law and in any event until the tenth anniversary of the Completion Date. Within such period, the Buyers shall cause the Group Companies to give the Sellers reasonable advance notice prior to destroying any books and records relating to matters which may be relevant with respect to any obligation of the Sellers under this Agreement and, if any Seller so requests, deliver such books and records to such Seller at such Seller’s expense.

Save to the extent delivered to the Buyers at or prior to Completion, the Sellers shall cause the Seller’s Relevant Connected Persons to keep all books and records relating to periods prior to Completion for the periods provided for under applicable mandatory law and in any event until the tenth anniversary of the Completion Date. Within such period, the Sellers shall cause the Seller’s Relevant Connected Persons to give the Buyers reasonable advance notice prior to destroying any books and records relating to matters which may be relevant with respect to any obligation of the Buyers under this Agreement and, if any Buyer so requests, deliver such books and records to such Buyer at such Buyer’s expense.

SELLERS’ REPRESENTATIVE

Each Seller hereby appoints Philip O’Doherty to be the Sellers’ representative (the “Sellers’ Representative”) and authorises him to (i) take all such action as the Transaction Documents expressly provide or permit to be taken by the Sellers’ Representative; (ii) make any request, election, proposal, consent, amendment or waiver that is required or desirable (as determined by the Sellers’ Representative in his sole discretion) to be made in respect of the Transaction on behalf of the Sellers; and (iii) to receive such notices as the Transaction Documents expressly provide or permit may be given to the Sellers’ Representative.

The Sellers (acting together, or, in the absence of unanimous agreement, a majority of the Sellers by reference to their holdings of Shares), may at any time appoint a different person to act as Sellers’ Representative and the Sellers’ Representative may elect no longer to act as such, provided that in each such case, the Sellers appoint a replacement and give written notice to the Buyers within five (5) Business Days of such new appointment. In the absence of such notification, the appointment or resignation (as applicable) of the Sellers’ Representative shall be void and the Buyers shall be permitted to treat the Sellers’ Representative as continuing to represent the Sellers under the terms of this Agreement (pending any valid notification).

Each Seller agrees that the Sellers’ Representative owes no responsibility, duty of care or liability whatsoever in connection with its appointment as Sellers’ Representative and accordingly, except in the case of fraud or dishonesty, the Sellers’ Representative shall not be liable to any Seller for any act or omission in connection with the performance by them or any of their duties, functions or role as Sellers’ Representative pursuant to the Transaction Documents. Each Seller agrees not to bring any action or claim against the Sellers’ Representative in connection with his appointment as Sellers’ Representative and/or in relation to any action which the Sellers’ Representative has taken or omitted to take in the past or may in the future take or omit to take in his capacity as Sellers’ Representative, except in the case of fraud or dishonesty.

Each Seller covenants to pay the Sellers’ Representative an amount in respect of all losses, costs, damages, expenses (including professional fees) and any other liabilities that may be incurred by it as a result of the performance of its duties, functions and role as the Sellers’ Representative under the Transaction Documents, provided that the Sellers’ Representative shall not be entitled to any payment as a result of such covenant in respect of any matter where their actions or inactions are fraudulent or dishonest or in breach of the Transaction Documents.

INSURANCE ARRANGEMENTS

It shall be the sole responsibility of the Buyers to ensure that adequate insurance arrangements (excluding the W&I Insurance Policy) are put in place in relation to the Group Companies with effect from Completion.

Following Completion, the Buyers shall ensure that any indemnity and/or immunity provisions contained in the memorandum and articles of association (or similar constitutional documents) of each Group Company of which an officer, manager, director or employee with managerial responsibility (a “Covered Director”) was an officer, manager, director or employee immediately prior to Completion are not amended, repealed or modified in any manner that would affect adversely the rights of any Covered Director and that the Covered Director retains the benefit of such indemnity or immunity provisions.

For five years from Completion, the Buyers shall ensure that each Group Company maintains in force such “run–off” directors’ and officers’ liability insurance policies as will enable each Covered Director to make claims arising out of any matter, cause or event occurring on or before Completion (a “Pre-Completion Event”) under those policies on terms and conditions that are in aggregate no less advantageous to the Covered Director than the directors’ and officers’ liability insurance policies maintained by the Group Companies as at the date of this Agreement.

The provisions of Clauses 19.2 and 19.3 are in addition to, and not in substitution for, any other rights to indemnification or contribution that any Covered Director may have at law, by contract or otherwise. Subject to and in accordance with the Contracts (Rights of Third Parties) Act 1999, a Covered Director may enforce the terms of Clauses 19.2 and 19.3.

CONFIDENTIAL INFORMATION

Subject to Clause 20.2, each Seller undertakes to the Buyers, for itself and as agent and trustee for each member of the Buyers’ Group and the Buyers’ Relevant Connected Persons, and the Buyers and the Parent undertake to each Seller, for itself and as agent and trustee for the Seller’s Relevant Connected Persons, that they shall (and shall procure that the members of their Relevant Group (as appropriate) shall) treat as confidential all Information and any other information received or obtained as a result of the Transaction process and/or entering into or performing the Transaction which relates to:

any other party including (i) where that other party is a Seller, a Seller’s Relevant Connected Person, and (ii) where that other party is a Buyer, a member of the Buyers’ Group or a Buyer’s Relevant Connected Person;

the provisions or the subject matter of this Agreement or any other Transaction Document and/or any claim or potential claim thereunder; and/or

the facts of, or negotiations relating to the Transaction, this Agreement or any other Transaction Document.

Clause 20.1 does not apply to disclosure by a party of any such information as is referred to in Clause 20.1:

which is required to be disclosed by law, by a rule of a listing authority or securities or stock exchange to which such party or any member of its Relevant Group is subject or submits or by a governmental authority or other authority with relevant powers to which such party or any member of its Relevant Group is subject or submits, or a Tax Authority with relevant powers to which such party or any member of its Relevant Group or a Group Company is subject or submits, whether or not the requirement has the force of law provided that the disclosure shall, so far as is practicable, be made after consultation with the other party and after taking into account that other party’s reasonable requirements as to its timing, content and manner of making or despatch;

to a professional adviser for the purposes of advising in connection with the Transaction provided that such disclosure is essential for these purposes and is on the basis that Clause 20.1 applies to any disclosure by the adviser;

to a manager, director, officer or employee of the Buyers or of any Seller or any member of their Relevant Group or any Group Company whose function requires him to have the relevant information;

to the W&I Insurer or its professional advisers in connection with any placement of or claim under the W&I Insurance Policy;

to any provider or proposed provider of finance (including any counterparty or proposed counterparty to any Buyers’ Financing Arrangement) to any member of the Buyers’ Group, provided it is done on a confidential basis;

with respect to the historical or projected financial or operational information of each E&I Group Company and each Powerbar Gulf Company, to the extent disclosed in connection with any announcement with respect to this Agreement or in connection with any Buyers’ Financing Arrangement;

to the extent reasonably necessary in order for a party to perform its obligations or exercise its rights under and/or in accordance with this Agreement and/or any other Transaction Document;

to the extent that the information has been made public through no fault of that party;

where such disclosure is of information referred to in Clause 20.1 by a Seller to such Seller’s Relevant Connected Persons; and/or

to the extent that preventing that disclosure would cause any transaction contemplated by this Agreement or any documents referred to herein to become an arrangement described in Part II A 1 of Annex IV of Directive 2011/16/EU.

The restrictions contained in Clause 20.1 shall only continue to apply for a period of two years after the earlier of the termination of this Agreement and the Completion Date.

ANNOUNCEMENTS

Subject to Clauses 21.2 and 21.3, no party may, before or after the Completion Date, make or send an employee or other public announcement, communication or circular concerning the Transaction unless it has first obtained the written consent (not to be unreasonably withheld or delayed) of the Buyers and the Sellers’ Representative.

Clause 21.1 does not apply to a public announcement, communication or circular:

made or sent by the Buyers after Completion to any customer, client or supplier of a Group Company simply informing it of the Buyers’ purchase of the Shares;

made or sent by the Buyers after Completion to any employee of a Group Company; or

required by law, by a rule of a listing authority or securities or stock exchange to which any party or any member of its Relevant Group is subject or submits or by a governmental authority or other authority with relevant powers to which any party or any member of its Relevant Group is subject or submits, or a Tax Authority with relevant powers to which such party or any member of its Relevant Group or a Group Company is subject or submits, whether or not the requirement has the force of law provided that the public announcement, communication or circular shall, so far as is practicable, be made after consultation with the other party and after taking into account the other party’s reasonable requirements as to its timing, content and manner of making or despatch;

to the extent that preventing that public announcement, communication or circular would cause any transaction contemplated by this Agreement or any documents referred to herein to become an arrangement described in Part II A 1 of Annex IV of Directive 2011/16/EU; or

to which the other party has given its prior written approval.

The restrictions contained in this Clause 21 shall only continue to apply for a period of two years after the earlier of the termination of this Agreement and the Completion Date.

CONTINUING OBLIGATIONS AND ASSIGNMENT

Save to the extent otherwise expressly provided in this Agreement and/or any of the other Transaction Documents or satisfied in full, each of the obligations, warranties and undertakings accepted or given by any Seller, Warrantor, each Buyer or the Parent or any of them under this Agreement and/or any other Transaction Document shall continue in full force and effect notwithstanding Completion taking place.

Subject to Clause 2.5 and Clause 22.3, no party shall assign, transfer, declare a trust of the benefit of or in any other way alienate any of its rights under this Agreement whether in whole or in part.

Subject to Clauses 22.4 and 22.5, the Buyers may, from Completion, assign or transfer any of its rights or benefits under this Agreement (whether in whole or in part) to any lender to any Buyer solely for the purposes of financing the Transaction (the “Acquisition Facility”), provided that such assignment or transfer is only by way of and in order to provide security in respect of the borrowings of a Buyer under such Acquisition Facility.

Immediately after any assignment in accordance with Clause 22.3, the Buyers shall give written notice of the assignment to the Sellers’ Representative, such notice to contain full details of the assignment.

The parties acknowledge and agree that no Seller shall be liable to any such assignee or transferee to the extent that such liability would not have arisen or been incurred or would have been less had the relevant transfer or assignment not taken place.

COSTS AND TAX

Except where this Agreement provides otherwise, each party shall pay its own costs relating to the negotiation, preparation, execution and performance by it of this Agreement and of each document referred to in it.

The Buyers shall bear all notary (including the Notary), court, registration, attestation, legalisation, DED, RAKEZ or similar fees, costs, expenses, real estate, stamp duty and stamp duty land tax or other documentary or transaction duties and any other transfer Taxes (including VAT or other Tax of a similar nature in other jurisdictions) as well as the costs, fees and expenses of any Regulatory Clearances or other governmental approvals or filings arising as a result or in consequence of this Agreement or of any of the other Transaction Documents or of their respective implementation.

All payments made by any party under this Agreement (save in respect of any Employee Shareholder Tax Liabilities) shall be made gross, free of any right of counterclaim or set-off and without deduction or withholding of any kind other than any deduction or withholding required by law.

Except in relation to a payment of interest or Employee Shareholder Tax Liabilities, if any party makes a deduction or withholding required by law from a payment under this Agreement, the sum due from that party shall be increased to the extent necessary to ensure that, after the making of any deduction or withholding, the other party receives a sum equal to the sum it would have received had no deduction or withholding been made.

If a person makes an increased payment under Clause 23.4 and the payee subsequently obtains and utilises a Relief by reason of such deduction or withholding in respect of which an increased payment has been made under Clause 23.4, the payee shall reimburse the payer as soon as practicable with an amount equal to such a proportion of that Relief as the payee determines in its absolute discretion shall leave it after such reimbursement in no better or worse position than it would have been in had there been no such deduction or withholding.

GENERAL

A variation of or amendment to this Agreement is only valid if it is in writing and signed by or on behalf of the Buyers and the Sellers’ Representative. Notwithstanding anything to the contrary contained in this Agreement, Clauses 26.7, 24.8, 24.9, 24.10 and this Clause 24.1 (and any other provision of this Agreement to the extent an amendment, supplement, waiver or other modification of such provision would modify the substance of such Clause) may not be amended, supplement, waived or otherwise modified in any manner adverse to the Buyers’ Financing Sources without the prior written consent of the Buyers’ Financing Sources.

The failure to exercise or delay in exercising a right or remedy provided by this Agreement or by law does not impair or constitute a waiver of the right or remedy or an impairment of or a waiver of other rights or remedies. No single or partial exercise of a right or remedy provided by this Agreement or by law prevents further exercise of the right or remedy or, save as referred to in Clause 24.3, the exercise of another right or remedy.

The rights and remedies contained in this Agreement are cumulative and are exclusive of all other rights and remedies, whether provided by law, in contract or in equity.

Save to the extent otherwise expressly provided in this Agreement and/or any of the other Transaction Documents, each amount to be paid under this Agreement or any other Transaction Document by the Buyers to any Seller (or as that other party directs pursuant to this Agreement, any other Transaction Document or in writing) shall, on the due date for payment, be paid, without set off or counterclaim, in cash in USD by transfer of funds for same day value by being paid to the Sellers’ Nominated Accounts.

Save to the extent otherwise expressly provided in this Agreement and/or any of the other Transaction Documents, each amount to be paid under this Agreement or any other Transaction Document by the Sellers to any Buyer (or as that other party directs pursuant to this Agreement, any other Transaction Document or in writing) shall, on the due date for payment, be paid, without set off or counterclaim, in cash in USD by transfer of funds for same day value by being paid to a bank account nominated by the Buyers.

If any payment is made under or pursuant to, or in satisfaction of a liability arising under or pursuant to, an obligation or commitment of either the Buyers or a Seller or a Warrantor under this Agreement and/or any of the other Transaction Documents, such payment shall be made on the following basis:

if such payment is specifically referable to the Shares, it shall, so far as is possible, be treated as paid as and by way of an appropriate deemed adjustment to the purchase price of the Shares accordingly; and

if such payment is not so specifically referable, it shall be deemed to adjust the purchase price of such Shares as the parties mutually agree is appropriate in the circumstances and each party agrees to cooperate with the other parties to agree any such adjustment.

If at any time or in any circumstance any provision of this Agreement is or becomes illegal, invalid or unenforceable under the laws of any jurisdiction, that shall not affect:

the legality, validity or enforceability in that jurisdiction of any other provision of this Agreement;

the legality, validity or enforceability under the law of any other jurisdiction of that or another provision of this Agreement; or

the legality, validity or enforceability of that or any other provision of this Agreement at any other time or in any other circumstance.

Other than a member of a Relevant Group in respect of its rights under Clauses 11.1, 11.14, 12.1.1, 20.1 and 13 and otherwise as expressly set out in this Agreement, a person who is not a party to this Agreement has no right to enforce any term of this Agreement, but this does not affect any right or remedy of a third party which exists or is available apart from Contracts (Rights of Third Parties) Act 1999, except that the Buyers’ Financing Sources shall be express third party beneficiaries of Clauses 24.1, this 24.8, 24.9 24.10, and 26.7 and the Buyers’ Financing Sources shall be entitled to rely on and enforce the provisions of such Clauses. Additionally, no claim arising in whole or in part out of or related to this Agreement, the negotiation, interpretation, construction, validity or enforcement of this Agreement or the transactions contemplated hereby (whether sounding in contract, tort, statute or otherwise) shall be brought or maintained by or on behalf of any person or their respective affiliates or their respective successors or permitted assigns against any person who is not a party to this Agreement.

Notwithstanding anything to the contrary contained herein, no Seller Related Party shall have any rights or claims against any Buyers’ Financing Source in connection with this Agreement, the Buyers’ Financing Arrangements or the transactions contemplated hereby or thereby, and no Buyers’ Financing Source shall have any rights or claims against any Seller Related Party in connection with this Agreement, the Buyers’ Financing Arrangements or the transactions contemplated hereby or thereby, whether at law or equity, in contract, in tort or otherwise; provided that, following consummation of the transactions contemplated hereby, the foregoing will not limit the rights of the parties to the Buyers’ Financing Arrangements under such Buyers’ Financing Arrangements.

No Buyers’ Financing Source shall have any liability to any party hereto or any Seller Related Party relating to or arising out of this Agreement, the Buyers’ Financing Arrangements, any commitment letter relating thereto or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, whether in law or in equity, whether in contract or in tort or otherwise, provided that, following consummation of the transactions contemplated hereby, the foregoing will not limit the rights of the parties to the Buyers’ Financing Arrangements under such Buyers’ Financing Arrangements.

NOTICES

A notice or other communication under or in connection with this Agreement (a “Notice”) shall be:

in writing;

in the English language; and

delivered personally or sent by first class post pre-paid recorded delivery (or courier if overseas) or email to the party due to receive the Notice to the address set out in Clause 25.3 or to another address, person or email address specified by the party due to receive the Notice by not less than seven days’ written notice to the other party received before the Notice was despatched.

Unless there is evidence that it was received earlier, a Notice is deemed given if:

delivered personally, when left at the address referred to in Clause 25.1.3;

sent by mail, except air mail, two Business Days after posting it;

sent by air mail, six Business Days after posting it;

sent by email, when the email is sent, provided that a copy of the Notice is sent by another method referred to in this Clause 25 within one Business Day of sending the email,

For the purposes of this Clause 25, notices should be sent as follows:

in the case of the Buyers, to the Buyers at Garry.Niederpruem@vertiv.com or at Stephanie.Gill@vertiv.com, marked for the attention of Garry Niederpruem and Stephanie Gill, with a copy (such copy not constituting notice) to be sent to the Buyers’ Solicitors at Jannan.Crozier@bakermckenzie.com and James.Heller@bakermckenzie.com, marked for the attention of Jannan Crozier and James Heller;

in the case of the Parent, to the Parent at Garry.Niederpruem@vertiv.com or at Stephanie.Gill@vertiv.com, marked for the attention of Garry Niederpruem and Stephanie Gill, with a copy (such copy not constituting notice) to be sent to the Buyers’ Solicitors at Jannan.Crozier@bakermckenzie.com James.Heller@bakermckenzie.com and david.miller@lw.com marked for the attention of Jannan Crozier, James Heller and David Miller respectively; and

in the case of each of the Sellers, at the address as set out opposite their respective names in Schedule 2, marked for their attention, with a copy (such copy not constituting notice) to be sent to the Sellers’ Solicitors at lee.coney@cliffordchance.com and christopher.sullivan@cliffordchance.com and marked for the attention of Lee Coney and Christopher Sullivan.

GOVERNING LAW AND JURISDICTION

This Agreement and all non-contractual or other obligations arising out of or in connection with it are governed by, and shall be construed in accordance with, English law.

The courts of England have exclusive jurisdiction to decide and Dispute including a dispute regarding the existence, validity or termination of this Agreement, relating to any non-contractual or other obligation arising out of or in connection with this Agreement or the consequences of its nullity.

The parties agree that the courts of England are the most appropriate and convenient courts to decide any Dispute and, accordingly, that they will not argue to the contrary.

The Buyers and the Parent irrevocably agree that any documents which start any Proceedings and any other documents served in relation to those Proceedings may be served on Vertiv Infrastructure Limited, Fraser Road, Priory Business Park, Bedford, England MK44 3BF on their behalf. These documents may, however, be served in any other manner allowed by law.

Each Seller irrevocably agrees that any documents which start any Proceedings and any other documents served in relation to those Proceedings may be served on the address as set out opposite their name in column 8 of the table in Schedule 2 on their behalf. These documents may, however, be served in any other manner allowed by law.

This Clause 26 applies to all Proceedings wherever started.

Notwithstanding anything to the contrary contained herein, including the rest ofthis Clause 26, each of the Seller Related Parties and each other party to thisAgreement agrees that Proceedings of any kind or description, whether incontract or in tort or otherwise, involving the Buyers’ Financing Sources, arisingout of or relating to this Agreement, the Buyers’ Financing Arrangements or anyof the transactions contemplated hereby or thereby or the performance of anyservices thereunder shall be subject to the exclusive jurisdiction of any federal orstate court in the Borough of Manhattan, New York, New York, and furtheragrees that any such Proceeding shall be governed by the laws of the State ofNew York (without giving effect to any conflicts of law principles that wouldresult in the application of the laws of another state), except as otherwiseprovided in any applicable commitment letter or other applicable definitivedocument agreement relating to the Buyers’ Financing Arrangements.

COUNTERPARTS

Expiry, lapse or termination (as appropriate in each case) of all or any applicable waiting periods (including any extensions thereof) under the United States Hart-Scott Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”) in respect of the Transaction and none of the parties being subject to any order or injunction of a court of competent jurisdiction in the United States that prohibits consummation of the Transaction as a result of action brought by the US Federal Trade Commission or US Department of Justice.

Approval (or deemed approval by expiration of the applicable review period) of the Transaction by the Irish Competition and Consumer Protection Commission pursuant to the Competition Act 2002 (as amended).

Seller Obligations

At Completion each E&I Seller shall deliver (or procure the delivery of) to the Irish Buyer:

duly executed transfers in respect of all of its Relevant Shares in the capital of E&I to the Irish Buyer (and/or the Parent, to the extent that it has been assigned the rights to acquire any such Shares pursuant to Clause 2.5);

share certificates in respect of its Relevant Shares in the capital of E&I (or an indemnity in the agreed form in lieu thereof);

an Irish tax reference number or an Irish Personal Public Services Number, duly registered with the Irish National Stamp Duty Office as a tax reference number, for the purpose of submitting a stamp duty return to the Revenue Commissioners where such E&I Seller holds an Irish tax reference number or an Irish Personal Services Number (or written confirmation and provision of a residential address, in the case of any E&I Seller that is a natural person who is not resident in Ireland, that such E&I Seller does not hold an Irish tax reference number);

an irrevocable power of attorney in the agreed form duly executed by or on behalf of such Seller in favour of the Irish Buyer (and/or the Parent, if applicable) to enable the Irish Buyer (and/or the Parent, if applicable), pending registration of the transfer in respect of its Relevant Shares in the capital of E&I, to exercise all voting and other rights attaching to such shares and to appoint proxies for this purpose;

the Registration Rights Agreement duly executed by or on behalf of the E&I Seller;

the resignation, if any, from their respective offices of each of the directors of E&I and the E&I Irish Subsidiaries in the agreed form, duly executed as deeds;

consent of the holders of the Ordinary Shares to the sale of the B Ordinary Shares, the C Ordinary Shares, the D Ordinary Shares and the E Ordinary Shares;

duly executed Conversion Nominations from all holders of B Ordinary Shares acknowledging and agreeing that, subject to Completion, the B Ordinary Shares shall immediately prior to but conditional upon Completion be converted into Ordinary Shares on a one for one basis and those Ordinary Shares as converted will form part of the Transaction;

the seal (if any) of, and scanned copies of the statutory books and registers (including the Beneficial Ownership Register), certificate of incorporation and any certificate of incorporation and any certificate of incorporation on change of name, minute books, cancelled share certificates and share certificate books and other corporate records of, the E&I Group, complete and up-to-date to (but not including) Completion;

all original title deeds to the properties listed in column C of Part A of Schedule 9 and the all original lease agreements relating to the properties listed in rows 1-7 of Part B and row 1 of Part C of Schedule 9 (the “E&I Properties”); and

four copies of the Data Room on USB;

either a certificate of the kind described in section 980 of the Taxes Consolidation Act 1997 or a letter from the auditors of E&I confirming that no such certificate is required; and

a certificate, duly completed and executed pursuant to Sections 1.897-2(h) and 1.1445-2(c) of the Treasury Regulations, issued by each of E&I Engineering USA Corporation and E&I Engineering Corporation.

At Completion the Powerbar Seller shall deliver (or procure the delivery of) to the US Buyer:

the original Commercial Registration Documents to the extent that such documents have been issued to the Sellers’ Representative, a Powerbar Gulf Seller or Powerbar Gulf by the relevant authorities prior to the date of Completion;

the resignation, if any, from their respective offices of each of the directors and the general manager of Powerbar Gulf in the agreed form, duly executed as deeds;

if all of the Commercial Registration Documents have not been delivered to the US Buyer at or prior to Completion, a power of attorney in the agreed form duly executed by or on behalf of each of the Powerbar Gulf Sellers in favour of the US Buyer (and/or the Parent, if applicable) to enable the US Buyer (and/or the Parent, if applicable, and in each case pending registration of the transfer to the US Buyer (and/or, if applicable, the Parent) in respect of each such Powerbar Gulf Seller’s Powerbar Gulf Shares) to: (i) execute all documents, resolutions and deeds (before a notary public to the extent that this is required) and take all such other actions as may be required in order to implement such transfer, and (ii) exercise all voting and other rights attaching to such Powerbar Gulf Shares generally with effect from Completion and, to the extent permitted under applicable laws and such power of attorney, to appoint delegates and proxies for this purpose; and

all original lease agreements relating to the properties listed in rows 8-11 of Part B of Schedule 9.

At Completion Nicolas Seward shall deliver (or procure the delivery) to the US Buyer of the Registration Rights Agreement duly executed by him.

The E&I Sellers shall ensure that at or prior to Completion a meeting of the board of directors of E&I is held at which the directors:

vote in favour of the registration of the Irish Buyer (and the Parent, if applicable) as a member of E&I in respect of each E&I Seller’s Relevant Shares in the capital of E&I; and

appoint the following persons as directors of E&I with effect from Completion, and/or such other persons nominated by the Irish Buyer in writing:

Giovanna Moschetto;

Paolo Grattagrisa; and

Giordano Albertazzi.

The E&I Sellers shall ensure that at or prior to Completion a meeting of the board of directors of each of the Subsidiaries is held at which the directors appoint those persons that the Buyers may nominate in writing as directors and secretary of the relevant Subsidiary with effect from Completion.

At Completion each of the Warrantors shall deliver to the Buyers the Tax Deed duly executed by each of the Warrantors.

Buyers’ Obligations

At Completion, each Buyer shall:

deliver (or procure the delivery) to the Sellers’ Representative:

as evidence of the authority of each person executing a Transaction Document on each Buyer’s behalf a copy of the minutes of a duly held meeting of the board of directors or written resolutions of the board of directors of such Buyer (or a duly constituted committee thereof) authorising the execution by such Buyer of the relevant Transaction Documents and, where such execution is authorised by a committee of the board of directors of such Buyer (as the case may be), a copy of the minutes of a duly held meeting of the board of directors of such Buyer constituting such committee or the relevant extract thereof;

evidence in a form reasonably satisfactory to the Sellers’ Representative of the satisfaction of the Conditions set out in Clause 5;

the Registration Rights Agreement duly executed by or on behalf of the Parent;

an extract of the relevant provisions of the executed W&I Insurance Policy containing the waiver by the W&I Insurer of all rights of subrogation against each Warrantor in the terms set out in Clause 11.2.3; and

the Tax Deed duly executed by each of the Buyers.

At Completion, the Parent shall deliver (or procure the delivery) to the Sellers’ Representative as evidence of the authority of each person executing a Transaction Document on the Parent’s behalf a copy of the minutes of a duly held meeting of the board of directors or written resolutions of the board of directors of the Parent (or a duly constituted committee thereof) authorising the execution by the Parent of the relevant Transaction Documents and, where such execution is authorised by a committee of the board of directors of the Parent (as the case may be), a copy of the minutes of a duly held meeting of the board of directors of the Parent constituting such committee or the relevant extract thereof.

At Completion, the Buyers and the Parent shall comply with their obligations under and in accordance with Clauses 8.2.1 and 8.2.2 in full.

The Shares And The Group

The Shares

The information contained in Schedule 1 is true and accurate.

The Shares comprise the whole of E&I and Powerbar Gulf’s respective allotted and issued share capital and are validly allotted and issued and fully paid or properly credited as fully paid and no Share has been issued in violation of any pre-emptive rights, rights of first refusal or similar rights.

The Shares are free from Encumbrances (other than the Charges), and no other shares or other loan or share capital of E&I or Powerbar Gulf exist.

There are no rights to or options for the issue, allotment or transfer of any loan or share capital of E&I or Powerbar Gulf nor any rights to convert any loan or share capital into share capital or share capital of a different description.

The Group

Each Group Company is duly incorporated and validly existing under the laws of its jurisdiction and has been in continuous existence since incorporation. Each Group Company has all requisite corporate powers and authority to own its assets and to conduct the business being carried on by it.

No Group Company has any subsidiary other than the Subsidiaries, and no Group Company has any interest in, or has agreed to acquire an interest in, any class of any shares, debentures or other securities or ownership interests of any person anywhere in the world save for the Subsidiaries.

No Group Company is insolvent or unable to pay (within the meaning of section 123 of the Insolvency Act 1986, or any other similar provision in any jurisdiction where a Group Company is incorporated) its Third Party Debts.

No order has been made, petition presented or resolution passed for the winding up of a Group Company or for the appointment of a liquidator, provisional liquidator, receiver (including an administrative receiver), trustee, administrator, manager, supervisor, nominee, custodian or any similar or analogous officer or official in any jurisdiction to a Group Company.

No Group Company has proposed or agreed to a composition, compromise, assignment or arrangement with any of its creditors in the 24 months prior to the date of this Agreement.

All resolutions and other documents which any Group Company is required by law to file with or deliver to any relevant authority charged with maintaining a company registry have been correctly prepared, duly filed and/or delivered.

The registers, statutory books, books of account and other records of each Group Company which are required to be maintained under applicable law are up to date, maintained in accordance with applicable law and contain complete and accurate records of all matters required to be dealt with in such books and records, in each case in all material respects.

Accounts

The Accounts:

show a true and fair view of the consolidated assets, liabilities and financial position of E&I and Powerbar Gulf, as applicable, as at the Last Accounts Date and of the consolidated profits and losses and cash flows of the Group for the financial period ended on that date, in each case in accordance with Accounting Standards in force as at the Last Accounts Date; and

have been prepared in accordance with applicable law and on a basis consistent with the equivalent statutory accounts in the preceding 24 months.

Management Accounts

The Management Accounts:

have been prepared on a basis consistent with (i) the Accounts, and (ii) the management accounts prepared in the 24 months immediately prior to the Last Accounts Date; and

do not materially misstate the assets, liabilities, profits and losses of each of E&I and Powerbar Gulf, as applicable, for the period from the Last Accounts Date to March 31, 2021.

Conduct Since The Last Accounts Date

Between the Last Accounts Date and the date of this Agreement:

no matter has occurred, nor has any previous matter come to light, that, if the directors had been aware of the matter before the Last Accounts Date, would have resulted in a restatement of any provision or liability in the Accounts;

there has been no material adverse change in the financial or trading position of the business of the Group taken as a whole;

the business of the Group has, in all material respects, been carried on in the ordinary course;

no Group Company has declared, paid or made a bonus, dividend or distribution to any person other than to another Group Company;

no Group Company has other than in the ordinary course of business and in all material respects consistent with past practice, (i) made, or agreed to make, new capital expenditure exceeding in total $5,000,000, (ii) incurred, or agreed to incur, a new commitment or new commitments involving capital expenditure exceeding in total $1,500,000, or (iii) acquired, sold, transferred or otherwise disposed of (or in each case agreed to do the same) any assets exceeding a value of $1,500,000 in each instance;

no Group Company has created, allotted, issued, acquired, repaid or redeemed share or loan capital or made an agreement or arrangement or undertaken an obligation to do any of those things; and

no Group Company has cancelled, waived, released, compromised, assigned or discontinued any rights, debts or claims, and there have been no capital injections from or forgiveness of debt by any Seller.

Assets

There is no Encumbrance over the whole or any part of the undertaking, property or assets of any Group Company and none of the assets now owned or used by any Group Company is the subject of any Encumbrance or (save as entered into in the ordinary course of business) any hire purchase, leasing, lease, purchase or credit sale arrangement.

All of the assets owned by any Group Company, or in respect of which a Group Company has a right of use, are in the possession or under the control of the Group.

Where any assets are used but not owned by a Group Company or any facilities or services are provided to a Group Company by any third party, no Group Company has been given written notice of the occurrence of any event of default or any other matter that may entitle any third party to terminate any arrangement in respect of the provision of those facilities or services (or any matter that, with the giving of notice and/or the lapse of time and/or a relevant determination, would constitute such a matter).

The assets which any Group Company owns, uses, leases and/or operates and the facilities and services to which any Group Company has a contractual right comprise all the material assets, rights, properties, facilities and services necessary to conduct or operate the business of the Group as conducted or operated as at the date of this Agreement.

All the material plant, machinery, equipment and vehicles used by the Group in the conduct of its business:

are in a good and safe state of repair and condition, good working order and have been regularly and properly maintained in accordance with the appropriate technical specifications, safety regulations and the terms and conditions of any applicable agreement;

are capable of performing properly the function for which they are currently used or intended; and

are not dangerous, obsolete or in need of renewal or expected to require replacement, repair or additions within the six months following Completion at a cost in excess of $100,000.

No:

consideration remains outstanding and payable by any Group Company; and

no claims are outstanding or have been threatened,

Copies of the Material Acquisition Agreements are contained in folders 1.2.21, 1.2.22 and 1.2.23 of the Data Room.

The stock held by the Group is not excessive and is adequate in relation to its current trading requirements.

Liabilities

Indebtedness

Guarantees and indemnities

No Notices Requiring Repayment, Cash Cover etc.

received written notice (whether formal or informal) requiring:

full or partial repayment;

the provision of additional cash cover; or

additional security or guarantees, or

in the two years prior to the date of this Agreement otherwise provided any cash cover or cash collateral,

Material Contracts

The Material Contracts include all material customer, supplier, IT and other commercial contracts entered into by the Group.

With respect to each of the Material Contracts:

no Group Company has breached such Material Contract in a material respect, giving grounds for termination, rescission, avoidance or repudiation; and

no Group Company has (within the 12 months immediately preceding the date of this Agreement) been notified in writing by, or given written notification to, any party with whom such member has entered into a Material Contract, that such member or such party, as the case may be, is in material breach of, or intends to terminate, such Material Contract.

The acquisition of the Shares by the Buyers will not:

result in a party to a Material Contract being relieved from its obligations under that Material Contract; or

give a party to a Material Contract the right to terminate such Material Contract.

There are no agreements between the Group, on the one hand, and any Seller (or any Relevant Connected Person) or any Warrantor (or their connected persons) which will survive Completion other than in relation to the employment, directorships and employee benefits of the Warrantors.

All Material Supplier Contracts have been concluded on the terms set out in Data Room documents 1.2.25.1.2 and 1.2.25.3.2 without any material deviations from such terms.

Intellectual Property

The IP Record provided for in the Data Room contains a complete and accurate list of any and all:

Registered Intellectual Property;

material Intellectual Property licences which have been granted by any Group Company to third parties (including to other Group Companies); and

material Intellectual Property licences which have been granted to any Group Company.

Registered Intellectual Property

All fees relating to the Registered Intellectual Property due prior to the date of this Agreement have been paid in full.

All the Registered Intellectual Property is legally and beneficially owned by a Group Company and is free from any security interests.

The material particulars as to registration of (and applications to register) the Registered Intellectual Property (including renewal dates) are accurately set out in the Data Room and a Group Company is the sole registered proprietor of the Registered Intellectual Property.

In the 36 months prior to the date of this Agreement, a Group Company has not received any written claim or proceedings (including for opposition, cancellation, revocation or rectification) with respect to the validity or subsistence of the Registered Intellectual Property, nor with respect to the right, title and interest of a Group Company in the Registered Intellectual Property.

Rights to use

A Group Company owns or has authority to use all Intellectual Property which is material to carry on the business of the Group following Completion as such business has been carried on during the 36 months prior to the date of this Agreement and such rights and the ability of the applicable Group Company to use such rights will not be affected by the acquisition of the Shares by the Buyers.

Any person commissioned by a Group Company who has created, developed or invented, Intellectual Property for a Group Company, have entered into a written agreement with a Group Company which obliges them to disclose and to assign such Intellectual Property to the applicable Group Company.

In the 36 months prior to the date of this Agreement, no Group Company has received any written claim by a third party which alleges that the operations of the Group has infringed or misused, or are likely to infringe or misuse a third party’s Intellectual Property.

In the 36 months prior to the date of this Agreement, no Group Company has made a claim against a third party that such third party is infringing or making unauthorised use of or otherwise misusing any of the Intellectual Property owned or used by any Group Company.

A Group Company has not disclosed to any third party any of its Information except where such disclosure was properly made in the normal course of business of the Group and was made subject to an agreement under which the recipient is obliged to maintain its confidentiality or restricted from using it other than for the purposes for which it was disclosed by the Group.

Insurance

Each Group Company:

maintains policies of insurance in respect of its material assets and the Properties (and their fixtures, fittings and contents) that are of an insurable nature;

maintains employee liability insurance in respect of the Employees, as is compulsory under applicable law or in accordance with good commercial practice normally insured against; and

has at all times in the last three years been adequately covered against accident, third party, public liability and product liability risk, those risks that it is obliged to be insured against under the lease of any Property or other contract where the relevant Group Company is responsible for maintaining insurance, as is compulsory under applicable law, and those risks as are in accordance with good commercial practice normally insured against,

All premiums due and payable up to the date of this Agreement in relation to the Insurance Policies have been fully paid, and no Group Company has received any written notification from the relevant insurers that such Insurance Policies are not valid or enforceable, or that any such policy will be subject to cancellation or non-renewal prior to the current expiration.

No material claims have been made or notified under any Insurance Policies in the past 12 months, no material claim is outstanding except those already notified to the relevant insurer and included in the Data Room or otherwise Disclosed.

All information provided in obtaining or renewing the Insurance Policies (including any change in that information required to be given) was complete and correct. No Group Company is in default under any of those policies, which are in full force and nothing has been done or omitted to be done by or on behalf of any Group Company that would make any of the Insurance Policies void or voidable or enable the insurers to avoid them.

Employees

Folder 2.6 of the Data Room contains a Schedule of Employees with accurate, in all material respects, details of the Employees’ employers and summary information in relation to the Employees’ terms and conditions of employment.

During the period to which the Accounts relate and since the Last Accounts Date no change has been made in the rate of remuneration, or the emoluments or pension benefits, of any officer, former officer or senior executive of any Group Company (a senior executive being a person in receipt of remuneration in excess of EUR 100,000 per annum) in excess of EUR 25,000 per annum.

Copies of each grade of standard form contract of employment generally applicable to any category of Employee as at the date of this Agreement are contained in the Data Room. No Employee has any terms and conditions that materially vary from the terms provided.

Copies of the contracts of employment of the senior executives of each Group Company are contained in the Data Room.

Copies of each staff handbook, and material policies and procedures applicable to Employees as at the date of this Agreement are contained in the Data Room.

Details of each recognised trade union, works council and other employee representative bodies of the Group Companies are Disclosed in the Data Room. There are no material ongoing industrial disputes with any such body and no Group Company has entered into any recognition agreement with a trade union nor has it done any act which might be construed as recognition.

The Group Companies are not, and none of their respective Employees are, involved in any industrial dispute, and no circumstances exist which might suggest that there will or may be any industrial dispute involving the Group Companies, or that any of the provisions of this Agreement may lead to an industrial dispute.

There are no material claims pending or threatened against the Group Companies in respect of any accident or injury to Employees, sub-contractors, agency workers, independent contractors, consultants or workers, which are not fully covered by insurance nor are there any material adverse findings following enquiries or inspections or early conciliation processes or investigations existing or pending in relation to the Group Companies by the Irish Workplace Relations Commission, Equality Commission for Northern Ireland, Labour Relations Agency or equivalent body.

There are no material actions or claims against the Group Companies pending or threatened to be brought or filed, by or with any governmental authority or arbitrator in connection with the employment or the termination of employment of any current or former Group Company Employee, consultant, or independent contractor of the Group Companies.

No member of Senior Management has given or received notice terminating his employment or is entitled to leave any Group Company without notice as a result of the proposed acquisition of the Shares by the Buyers after Completion.

The Group Companies do not operate an enhanced redundancy payment scheme in addition to statutory redundancy pay as applied at law.

Save to the extent (if any) to which provision or allowance has been made in the Accounts or in accordance with usual monthly pay role or bonus accruals or similar:

there are no material payments or liabilities outstanding to Employees; and

in the last two (2) years prior to the date of this Agreement, no claims have been made for equal pay, discrimination, sexual or other harassment and there are no such claims threatened or pending and there are no facts or circumstances which may give rise to such a claim being made.

Each Group Company has in relation to each of its Employees (and, so far as relevant, to each of its former Employees) complied in all material respects with all obligations imposed on it by, and all orders and awards made under all statutes and regulations relevant to the relations between it and its Employees or the conditions of service of its Employees and maintained current, adequate and suitable records in all material respects as required by law regarding the service, holiday entitlements, and working time of each of its Employees and has complied with all recommendations made in any arbitration awards and with all awards and declarations made by an arbitrator.

Every person working for, or engaged by, a Group Company who requires a work permit to work in the jurisdiction in which he or she is employed has a current and appropriate work permit or other permission to do so.

The Group Companies have not received a written request from at least 10% of its Employees or a direction from the Irish Labour Court, Industrial Court (or equivalent body) to establish information and consultation arrangements with its Employees.

The Disclosure Letter contains short summary particulars of any ongoing use by a Group Company of Government COVID-19 related wage subsidy schemes (the “Schemes”) and the each Group Company’s use of the Scheme has been materially compliant with the terms of those Schemes.

The Group Companies have afforded all Employees and workers the right to paid holiday under the Working Time Regulations (Northern Ireland) 2016, or equivalent legislation, and have not deterred or prevented any Employee or worker from taking such holiday whether or not requested.

There is no agreement, arrangement or contract (whether written or oral) between any Group Company and any officer or Employee which provides for any payment or which confers any benefit upon a sale or a change of control in the Group Companies.

There are no disciplinary or grievance proceedings or investigations in relation to any Employee currently in the course of being followed by the Sellers, and there are no disciplinary or grievance decisions in relation to any current or former Employees employed in any Group Company in respect of which any sanction or internal appeal remains outstanding or in relation to which an internal appeal may still properly be made.

No Employee is receiving or due to receive any payment or benefit under any illness, incapacity, disability, permanent health insurance or similar scheme.

There are no workers, consultants, agency workers or other individuals who are providing services to the Group Companies under an agreement which is not a contract of employment with the Group Companies.

Pensions

Other than the Disclosed Pension Schemes, and the Benefit Plans Disclosed in the Data Room, the Group does not currently operate or have any other liability towards, any other defined benefit pension scheme, defined contribution pension scheme or other arrangement providing benefits on retirement, cessation of employment, ill health, injury or death.

Other than as Disclosed in the Data Room, the Group does not currently operate or have any other liability towards any Benefit Plans.

The Data Room contains complete and accurate copies of the governing documentation of the Disclosed Pension Schemes, and Benefit Plans and the benefits payable under the Disclosed Pension Schemes.

No amount due to the Disclosed Pension Schemes or Benefit Plans from any Group Company is unpaid as at the date of this Agreement.

All benefits payable under the Disclosed Pension Schemes are payable on a money purchase basis only, other than death benefits which are insured.

The Disclosed Pension Schemes and Benefit Plans have been operated in all material respects in compliance with their terms and with all applicable laws and regulations.

None of the Group Companies have in any material respect failed to comply with any applicable law or regulation in respect of any of the Disclosed Pension Schemes, including auto enrolment under the Pensions Act 2008.

Other than routine claims for benefits, there are no ongoing, pending or threatened claims, investigations, audits, lawsuits or arbitrations which have been or may be asserted or instituted against any of the Disclosed Pension Schemes or Benefit Plans or against any of the Group Companies in respect of the Disclosed Pension Schemes or Benefit Plans. No Group Company has any material liability for any Tax, penalty or cost imposed under US Internal Revenue Code Sections 4980B, 4980H or 9815 or the US Patient Protection and Affordable Care Act.

No Employee or former Employee has transferred to the employment of any Group Company in circumstances governed by the Transfer of Undertakings (Protection of Employment) Regulations 2006 or equivalent legislation with an entitlement to payment of enhanced benefits on redundancy or early retirement by reference to employment with that Group Company or a previous employer and whether under the Disclosed Pension Schemes, contract of employment, or another arrangement.

Neither the execution and delivery of this Agreement nor the consummation of the contemplated transactions will (either alone or in conjunction with any other event) result in, cause the accelerated vesting, funding or delivery of, or materially increase the amount or value of, any payment or benefit to any Employee, officer or director of the Group that would be a liability of a Group Company following the Completion. No Group Company has made or has become obligated to make, and none of the Group Companies will as a result of the consummation of the transactions contemplated by this Agreement become obligated to make, any payments that could be non-deductible by reason of Section 280G of the US Internal Revenue Code (without regard to subsection (b)(4) thereof) or any corresponding provision of local Law.

Information Technology

All material IT Systems necessary for the operation of the business of the Group in the ordinary course in all material respects are owned by or validly licensed to a Group Company and, to the best knowledge of the Sellers, are free and clear of all material bugs, errors, defects, Trojan horses, time bombs, ransomware, malware and other corruptants.

In the 12 month period prior to this Agreement, there has been no material disruption to the IT Systems of 48 hours or more at any one time and the IT Systems have performed the functions required of them by the Group without any material or continuous problems.

The IT Systems are the subject of warranty and/or maintenance arrangements which are adequate for the requirements of the Group and sufficient to promptly remedy or compensate any material defect.

Adequate disaster recovery arrangements consistent with industry practice are in force in relation to the IT Systems. The disaster recovery arrangements have been tested in the last 12 months and the test(s) demonstrated the disaster recovery arrangements to be effective in adequately restoring functionality.

Adequate security arrangements consistent with industry practice are in force in relation to the IT Systems, including effective firewalls, encryption software, properly administered and run password protection, virus checking software and procedures for taking and storing back-up copies of all data stored on the IT Systems.

The present capacity of the IT Systems is sufficient in order to satisfy the current requirements of the Group with regard to data processing and communications.

Data Protection

The Group has in the 36 months prior to the date of this Agreement, complied in all material respects with the Data Protection Act 2018, the Privacy and Electronic Communications (EC Directive) Regulations 2003, Part I of the Regulation of Investigatory Powers Act 2000, the General Data Protection Regulation (“GDPR”) (including the GDPR as it forms part of the law of England and Wales, Scotland and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018, as modified by Schedule 1 to the Data Protection, Privacy and Electronic Communications (Amendments etc) (EU Exit) Regulations 2019) and all other applicable laws and regulations regulating data protection and privacy (collectively, the “Data Protection Laws”), including maintaining complete, accurate and up to date records of all its personal data processing activities as required by the Data Protection Laws.

No Group Company has in the 36 months prior to the date of this Agreement, received any written notification to the contrary (including relating to any claim, complaint, investigation, action or sanction) from the information commissioner or any other data protection or privacy authority with competent authority over its data processing activities.

No material personal data breach (as defined in the GDPR) or other material incident involving unauthorised loss, disclosure, corruption, impairment or other prejudice to the security of any personal data or confidential or proprietary information in the possession or under the Control of the Group has occurred in the 36 months prior to the date of this Agreement.

Litigation And Investigations

No Group Company is engaged in any litigation, regulatory, arbitration or criminal proceedings, or has in the 36 month period prior to the date of this Agreement received notice in writing that it is the subject of any legal or regulatory investigation, inquiry or audit, in each case, in respect of which the liability of the Group is likely to be in excess of $1,000,000 individually.

No civil, criminal, arbitration, administrative or other proceeding in each case, in respect of which the liability of the Group is likely to be in excess of $1,000,000 individually, is pending or has been threatened in writing by or against a Group Company (other than in relation to the collection of debts arising in the usual course of business).

Compliance With Law

No Group Company is, or has in the last 36 months prior to the date of this Agreement been, in breach of any law (including common law, subordinate legislation, act, treaty, ordinance, decree, directive, rule, code, order, notice, direction, judgement or decision enacted, issued or promulgated by, or entered into with, any Regulatory Authority and which has the force of law) or regulation to which it is subject, in circumstances where such breach would be material to the Group as a whole.

Each Group Company has conducted its business in all material respects in accordance with all applicable laws (as defined at paragraph 15.1 above) and regulations and there is no material investigation, enquiry, order, decree or judgment of any court or governmental agency outstanding against any Group Company.

Each Group Company has complied in the last 36 months prior to the date of this Agreement with all applicable Laws and Regulations related to Sanctions (as defined below), export controls, anti-boycott regulations, anti-bribery regulations, fair competition regulations, and customs regulations.

No Group Company, nor any director, officer, or Employee, agent, or other person acting on behalf or for the benefit of any Group Company:

has offered, promised, provided or authorised the provision of any money or other thing of value, directly or indirectly, in the last five years to any person to materially and improperly influence official action or secure an improper advantage in connection with the activities of any Group Company in violation of applicable anti-bribery laws;

is or is majority-owned or Controlled (individually or in the aggregate) by one or more persons or entities that is the subject of trade, economic or financial sanctions laws, regulations, embargoes, and restrictive measures administered, enacted or enforced from time to time by (i) the United States (including without limitation the Department of the Treasury, Office of Foreign Assets Control), (ii) the European Union and enforced by its member states, (iii) the United Nations, (iv) the United Kingdom (including without limitation Her Majesty’s Treasury), or (v) other similar governmental bodies with regulatory authority or jurisdiction over the Group and their subsidiaries and their respective operations from time to time (collectively, “Sanctions” and such persons, “Sanctioned Persons” and each such person, a “Sanctioned Person”) or (b) is located, organised or resident in a country or territory that is, or whose government is, the subject of Sanctions that broadly prohibit dealings with that country or territory (collectively, “Sanctioned Countries” and each, a “Sanctioned Country”);

has engaged in any dealings or transactions (directly or indirectly) with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country, in the last five years, or (b) is currently engaged in or has any plans to engage in dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country;

has in the last five years exported, reexported, or transferred items (i.e., goods, technology, or software) controlled under export controls (i.e., all items exported, reexported, or transferred have been uncontrolled and/ or are classified as EAR99) in violation of any applicable export laws and regulations, including (but not limited to) the US Export Administration Regulations;

has in the last five years, failed to adjust customs value for importations between related parties resulting from retroactive transfer pricing adjustments from a tax perspective in violation of applicable customs laws and regulations;

has in the last five years, entered into any contract that remains in effect and that contains provisions reflecting participation in or cooperation with, a foreign boycott that is not sanctioned by the United States, including without limitation the Arab League boycott of Israel, in violation of United States anti-boycott rules; or

has in the last five years, declared to US Customs and Border Protection inaccurate country of origin, tariff classification, customs value, preference claims, or other customs information. Any such inaccurate information has been corrected with US Customs and Border Protection.

No commissions, discounts, rebates or other inducements, whether of cash or in kind, have been given by any Group Company or any of their respective officers, workers, Employees, agents or other person acting on behalf of any Group Company where they are capable of forming the basis of criminal prosecution of, or civil action against, such Group Company or any of its officers, workers or Employees.

Permits

No defective products

Competition

No Group Company is in, or has received notice from any Competition Authority alleging, non-compliance with any Competition Law.

No Group Company is bound by or party to any order, judgment, decision or direction made by, nor is a party to any undertaking or assurance given to, any Competition Authority under applicable Competition Law which materially affects its ability to carry on its business as currently conducted.

Brokerage Or Commissions

Properties

The Properties comprise all the lands and buildings owned, leased, subleased, licensed occupied or used by the Group or in which the Group has any real property interest. Schedule 9 contains full and accurate particulars of the real property interests and leasehold rights of the relevant Group Companies thereto.

The relevant Group Company is the sole legal and beneficial owner of the Properties set opposite its name in Schedule 8.

The relevant Group Company has paid all rent and all other outgoings which have become due and observed and performed in all material respects the lessee’s covenants and the conditions in any such lease, sublease, licence, or other use or occupancy agreement of each of the Properties.

The relevant Group Company is in sole and exclusive possession of each of the Properties and no Group Company has received notice of breach of, nor is it aware that it is in breach of, the permitted use of each Property for the purpose of applicable law or under the terms of each lease, sublease, licence, or other use or occupancy agreement of each of the Properties or the permissions authorising that use.

Each development carried out on the Properties complies in all material respects with all relevant laws relating to the planning, development and construction of buildings and other improvements.

In the case of any Property held by a Group Company under a lease, sublease, licence, or other use or occupancy agreement, no Group Company has received notice of termination of any such lease, sublease, licence or use or occupancy agreement and no such lease, sublease, licence, or other use or occupancy agreement has been varied in writing as at the date of this agreement.

The Data Room contains true, accurate, and complete copies in all material respects of all leases in connection with the Properties, including all applicable amendments.

There is not outstanding to HMRC, or the Revenue Commissioners, or any other Tax Authority having jurisdiction over tax related matters, any stamp duty or stamp duty land tax, or other property related tax liability associated with any Property.

Tax

Each member of the Group has properly and within the applicable time limits paid all material Tax which it has become liable to pay (whether or not such Tax is reflected in any return) and there are no reasonable grounds for the assertion or assessment by any Tax Authority of material additional Taxes against any member of the Group or their assets. No member of the Group has in the five years prior to the date of this Agreement been liable to pay a material penalty, surcharge, fine or interest in connection with Tax or has in the five years prior to the date of this Agreement made a disclosure to or a settlement with a Tax Authority in relation to Tax pursuant to which they were liable to pay any material penalty, surcharge, fine or material amount of interest.

No member of the Group is currently involved in any material dispute, or subject to any non-routine audit, investigation, discovery or access order, in relation to Tax with any Tax Authority and so far as the Warrantors are aware, no circumstances exist which make it likely that any such dispute will arise or any such audit, investigation, discovery or access order will be made.

Each member of the Group is and has at all times been resident only in its jurisdiction of incorporation for all Tax purposes. No member of the Group is liable to pay Tax chargeable under the laws of any jurisdiction other than its jurisdiction of incorporation.

Each member of the Group has in the three years prior to the date of this Agreement deducted or withheld all material Tax which it has been obliged by law to deduct or withhold from amounts paid (or benefits provided) by it and has properly accounted for and paid to the relevant Tax Authority all amounts of Tax so deducted or withheld.

Each member of the Group has in the three years prior to the date of this Agreement within applicable time limits made all material returns, provided all material information and maintained all material records in relation to Tax as it is required to make, provide or maintain and has complied in all material respects on a timely basis with all notices served on it and any other requirements lawfully made of it by any Tax Authority. All such returns and information remain correct and complete. No member of the Group has waived any statute of limitations with respect to any Taxes or agreed to any extension of time for filing any return.

Each member of the Group has properly complied with all applicable social security legislation and has complied in all material respects with each reporting obligation in connection with benefits provided (whether by the relevant member of the Group or by any other person) for the directors, other officers and Employees and former directors, other officers and Employees of the relevant member of the Group.

Each member of the Group:

is registered for VAT for the purposes of all applicable VAT legislation;

has made, given, obtained and kept up to date, full and accurate records, invoices and documents appropriate or required for the purposes of all applicable VAT legislation;

has complied in all material respects with all applicable VAT legislation and in particular has filed all material returns and made all material payments of VAT on a timely basis; and

is not and has never been part of a VAT group.

No event, transaction, act or omission has occurred which could result in any member of the Group becoming liable for Tax which is primarily or directly chargeable against or attributable to a person other than a member of the Group or which is charged by reference to the income or gains of or any supplies, acquisitions or importations made by a person other than a member of the Group.

Provision or reserve (as appropriate) has been made in the Accounts in accordance with generally accepted accounting practice and all relevant accounting standards:

for all Tax for which any member of the Group is liable or accountable (whether primarily or otherwise) in respect of all income, profits or gains earned, accrued or received on or before the Last Accounts Date or in respect of any Event occurring on or before the Last Accounts Date; and

for all deferred tax assets and liabilities of any member of the Group;

No Tax Authority has in the three years prior to the date of this Agreement agreed to operate any special arrangement in relation to any member of the Group other than an arrangement which is wholly in accordance with a strict interpretation of the relevant law, published statements of practice or published extra-statutory concessions of a relevant Tax Authority.

In the three years prior to the date of this Agreement, any transaction for which any clearance or consent was required to be obtained has been carried out only materially in accordance with the terms of a valid clearance or consent given following full, accurate and timely disclosure of all material facts and circumstances. Nothing has arisen since any clearance or consent was obtained which would bring into question its validity.

In the three years prior to the date of this Agreement, all transactions between each member of the Group and any person who is or who has been connected or otherwise associated with the relevant member of the Group in any way for any Tax purposes, have been and are on arm’s length terms.

In the five years prior to the date of this Agreement, no member of the Group has entered into, been a party to or promoted any scheme or arrangement which has no commercial purpose or of which the main purpose, or one of the main purposes, was the avoidance of or the reduction in or the deferral of a liability to Tax.

Neither entering into this Agreement nor Completion will result in the denial or withdrawal of any material Relief sought or granted on or before Completion or result in any income, profit or gain arising or accruing, or being deemed to arise or accrue, which will materially affect the Tax position of any Group Company.

The Shares do not derive their value or the greater part of their value directly or indirectly from land in Ireland, minerals or mining rights in Ireland, or exploration or exploitation rights in Ireland (“Specified Assets”) and none of the Shares were acquired by the Sellers, or any prior holder, in exchange for shares, debenture or other securities, the greater part of the value of which was derived from Specified Assets.

In the three years prior to the date of this Agreement, no Group Company has made a mandatory disclosure to a Tax Authority in respect of a transaction or a proposed transaction which enables any person to obtain a Tax advantage and no circumstances exist which mean that a Group Company should have made such a disclosure but failed to do so.

No Group Company has been and will be required, based on the circumstances of the Group as at Completion and events occurring prior to Completion, to provide information on reportable cross-border arrangements to a Tax Authority pursuant to Council Directive 2011/16/EU (as amended by Council Directives 2018/822/EU and 2020/876/EU, and including any implementing legislation or regulation relating thereto) (“DAC6”), nor has any Group Company entered into any reportable cross-border arrangements which will require another person to provide information to a Tax Authority pursuant to DAC6.

In the three years prior to the date of this Agreement, no Group Company will be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period (or portion thereof) ending after Completion as a result of, but not limited to, any: (i) change in method of accounting for a taxable period ending on or prior to Completion; or (ii) use of an improper method of accounting for a taxable period ending on or prior to Completion.

No event has occurred which has resulted or could result in any material charge, lien, security interest, encumbrance or other third party right arising over any asset of a Group Company in respect of unpaid Tax.

Neither E&I Engineering USA Corporation nor E&I Engineering Corporation is or has been a United States real property holding corporation (as defined in Section 897(c)(2) of the Code) during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code.

No Group Company organized under the laws of a non-U.S. jurisdiction owns (i) any “United States real property interest” within the meaning of Section 897 of the Code, (ii) is engaged in the conduct of a United States trade or business for U.S. federal income tax purposes, (iii) is a “controlled foreign corporation” within the meaning of Section 957 of the Code owned directly or indirectly within the meaning of Section 958(a) of the Code by any “United States Shareholder” within the meaning of Section 951(b) of the Code, (iv) is a “surrogate foreign corporation” within the meaning of Section 7874(a)(2)(B) of the Code or is treated as a U.S. corporation under Section 7874(b) of the Code, or (v) has elected under Section 897(i) of the Code to be treated as a U.S. corporation.

E&I Engineering USA Corporation and E&I Engineering Corporation are each classified as corporations for U.S. federal income tax purposes.

Environment

The Group Companies as at the date of this Agreement and for the 36 months prior to the date of this Agreement, have been in material compliance with all applicable Environmental Laws and have obtained all material requisite Environmental Licences for the Group Companies’ business and operations and occupation of the Properties and as at the date of this Agreement and for the 36 months prior to the date of this Agreement are in compliance with all such Environmental Licences and there are no circumstances which are likely to give rise to the suspension, cancellation, revocation or non-renewal of any such Environmental Licences.

No Group Company has received in the 36 months prior to the date of this Agreement any written notice regarding any regulatory investigation, formal legal claim, proceeding, litigation, notice, order, judgment, ruling, decree, citation or award of whatever nature (and no Group Company is engaged in any litigation, regulatory, arbitration or criminal proceeding) in each case in respect of which the liability of the Group is likely to be in excess of $300,000 individually in relation to any Environmental Release or any breach or alleged breach of or any liability or alleged liability under any Environmental Laws or Environmental Licences and so far as the Sellers are aware there are no circumstances which may give rise to any of the foregoing.

Except to the extent permitted by Environmental Laws and/or Environmental Licences, no Group Company has treated, sorted, disposed of, arranged for or permitted the disposal of, transported, handled, generated, manufactured, distributed, exposed any person to, or caused or contributed to any Environmental Release that are likely to give rise to liability under Environmental Laws for any Group Company. As far as the Sellers are aware, there have been no Environmental Releases by any third party at any past or present properties owned, operated or used by any Group Company that are likely to give rise to liability under Environmental Laws for any Group Company.

The Data Room contains accurate and complete copies of all Environmental Licences and environmental reports produced by expert environmental consultants in the last 2 years and possessed or initiated by the Sellers or any Group Company as well as copies of all material correspondence between the Sellers or any Group Company with governmental authorities in the last 24 months relating to the Group Companies’ compliance with Environmental Law or the environmental conditions of present and past properties owned, operated or used by any Group Company.

Each Buyer:

has the requisite power and authority to enter into, and to perform its obligations under, this Agreement and each of the Transaction Documents which are to be entered into by such Buyer and/or such other member of the Buyers’ Group;

is duly organised, validly existing and in good standing under the laws of its jurisdiction of organisation and has full corporate power and capacity to own, lease and operate its assets and has all material qualifications, licenses, authorisations, registrations and consents and permits (public and private) necessary to conduct its business as now owned, leased, operated and conducted, and all of them are valid and subsisting, except as would not reasonably be expected to have a material adverse effect on the Buyers’ Group; and

at a board of directors meeting duly called and held, unanimously approved and adopted in all respects this Agreement, the Transaction Documents which are to be entered into by it, and the Transaction; and a correct and complete copy of the applicable resolutions of the board of directors of has been made available to the Sellers as of the date of this Agreement; and

subject to satisfaction of the Conditions, has obtained or satisfied all corporate, regulatory and other approvals, and any other conditions, necessary to execute, and perform its obligations under this Agreement and the Transaction Documents which are to be entered into by it and/or such other member of the Buyers’ Group; and no additional organisational or shareholder authorisation, consent or vote is required in order for it to execute and perform its obligations under this Agreement and such Transaction Documents or to consummate the Transaction.

The execution and performance by each Buyer of this Agreement, and the consummation of the Transaction, do not and will not:

require any approval, consent, authorisation or determination of; permit, license, order, waiver or exemption issued or granted by; negative clearance from, expiration or early termination of any waiting period imposed by; registration, application, submission or other filing with; or notice to; any person, including any Regulatory Authority, except for the Regulatory Clearances; or

(i) violate any provision of the constitutional documents of such Buyer or any other member of the Buyers’ Group; (ii) conflict with, violate, constitute a default under, or result in the breach or termination, cancellation or acceleration of any right or obligation of such Buyer or any other member of the Buyers’ Group under any material contract to which it is a party or is subject; or (iii) violate, constitute a default under, or result in a breach of any applicable law, regulation or any requirement or request of an applicable regulatory authority to which it is subject, except with respect to sub-paragraphs (ii) or (iii) as would not reasonably be expected to have a material adverse effect on the Buyers’ Group.

This Agreement and the Transaction Documents which are to be entered into by each Buyer and/or any other members of the Buyers’ Group constitute or will, when executed by the relevant person, constitute legal, valid and binding obligations of each Buyer and each such member of the Buyers’ Group in accordance with their respective terms.

Each Buyer is not, and immediately after Completion and after giving effect to the Transaction will not be, insolvent or unable to pay its debts within the meaning of any laws relating to insolvency binding upon such Buyer.

The Buyers are not aware (within the meaning attributed thereto in Clause 1.7) of any fact, matter or circumstance which would or would be reasonably likely (whether with the passage of time or otherwise) to entitle the Buyers to make or bring a Claim.

Each Buyers’ Financing Arrangement in existence on the date of this Agreement is in full force and effect and has been executed by and is binding upon all the parties thereto.

Each Buyer has (and at Completion will have) immediately available on an unconditional basis (subject only to Completion), whether pursuant to the Buyers’ Financing Arrangements or otherwise, the necessary cash resources to meet its obligations under this Agreement and the Transaction Documents.

The Parent:

has the requisite power and authority to enter into, and to perform its obligations under, this Agreement and each of the Transaction Documents which are to be entered into by the Parent;

is duly organised, validly existing and in good standing under the laws of its jurisdiction of organisation and has full corporate power and capacity to own, lease and operate its assets and has all material qualifications, licenses, authorisations, registrations and consents and permits (public and private) necessary to conduct its business as now owned, leased, operated and conducted, and all of them are valid and subsisting, except as would not reasonably be expected to have a material adverse effect on the Buyers’ Group; and

at a board of directors meeting duly called and held, unanimously approved and adopted in all respects this Agreement, the Transaction Documents which are to be entered into by it, and the Transaction; and a correct and complete copy of the applicable resolutions of the board of directors of has been made available to the Sellers as of the date of this Agreement; and

subject to satisfaction of the Conditions, has obtained or satisfied all corporate, regulatory and other approvals, and any other conditions, necessary to execute, and perform its obligations under this Agreement and the Transaction Documents which are to be entered into by it; and no additional organisational or shareholder authorisation, consent or vote is required in order for it to execute and perform its obligations under this Agreement and such Transaction Documents or to consummate the Transaction, including the issuance of the Parent Securities to the Sellers.

The execution and performance by the Parent of this Agreement, and the consummation of the Transaction, do not and will not:

require any approval, consent, authorisation or determination of; permit, license, order, waiver or exemption issued or granted by; negative clearance from, expiration or early termination of any waiting period imposed by; registration, application, submission or other filing with; or notice to; any person, including any Regulatory Authority, except for the Regulatory Clearances; or

(i) violate any provision of the constitutional documents of the Parent; (ii) conflict with, violate, constitute a default under, or result in the breach or termination, cancellation or acceleration of any right or obligation of the Parent under any material contract to which it is a party or is subject; or (iii) violate, constitute a default under, or result in a breach of any applicable law, regulation or any requirement or request of an applicable regulatory authority to which it is subject, except with respect to sub-paragraphs (ii) or (iii) as would not reasonably be expected to have a material adverse effect on the Buyers’ Group.

This Agreement and the Transaction Documents which are to be entered into by the Parent constitute or will, when executed by the relevant person, constitute legal, valid and binding obligations of the Parent in accordance with their respective terms.

As at the date of this Agreement, the authorised share capital of the Parent consists of 725,000,000 shares of capital stock, consisting of (1) 720,000,000 shares of common stock, including (a) 700,000,000 shares of Class A common stock, $0.0001 par value per share, and (b) 20,000,000 shares of undesignated common stock, $0.0001 par value per share, and (2) 5,000,000 shares of preferred stock, par value $0.0001 per share. As of 3 September 2021, 352,494,919 shares of Class A common stock, no shares of preferred stock, and 10,533,333 private placement warrants, were issued and outstanding, and all of which have been duly authorised, validly issued and fully paid or credited as fully paid.

All of the issued and outstanding share capital of the Parent’s subsidiaries is owned either directly or indirectly by the Parent, free from any Encumbrance, and has been duly authorised, validly issued, and fully paid.

There are no issued and outstanding securities of the Parent or its subsidiaries except as set forth in paragraphs 4 or 5 of Part B of this Schedule 6; and there are no pre-emptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or other rights of any kind that obligate the Parent or any of its subsidiaries to issue or sell any securities of the Parent or any of its subsidiaries (or any securities or obligations convertible or exchangeable into or exercisable for, or giving any person a right to subscribe for or acquire, any securities of the Parent or any of its subsidiaries), and no securities or obligations evidencing such rights authorised, allotted or issued. The Parent and its subsidiaries do not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or which are convertible into or exercisable for any securities having the right to vote) with the shareholders of Parent on any matter.

The Parent is not, and immediately after Completion and after giving effect to the Transaction will not be, insolvent or unable to pay its debts within the meaning of any laws relating to insolvency binding upon the Parent. No obligation is being incurred in connection with the Transaction with the intent to hinder, delay or defraud any present or future creditor of the Parent.

The Parent is not aware (within the meaning attributed thereto in Clause 1.7) of any fact, matter or circumstance which would or would be reasonably likely (whether with the passage of time or otherwise) to entitle the Buyers to make or bring a Claim.

Except as would not reasonably be expected to (i) have a material adverse effect on the Buyer’s Group or (ii) impede, prejudice, delay, or otherwise adversely affect in any material respect, the ability of the Parent to perform its obligations under this Agreement or to consummate the Transaction:

the Parent is not engaged in any material litigation, regulatory, arbitration or criminal proceedings, or has in the twenty four (24) month period prior to the date of this Agreement received notice in writing that it is the subject of any material legal or regulatory investigation, inquiry or audit;

no civil, criminal, arbitration, administrative or other proceeding is pending or has been threatened in writing by or against the Parent (other than in relation to the collection of debts arising in the usual course of business); and