13.4

As a separate and independent stipulation, the Purchaser’s Parent agrees that any of the Purchaser Guaranteed Obligations which may not be enforceable against or recoverable from the Purchaser by reason of any legal limitation, disability or incapacity on or of the Purchaser or the dissolution, amalgamation, reconstruction or reorganisation of the Purchaser or any other fact or circumstance (other than any limitation imposed by this Agreement) shall nevertheless be enforceable against, and recoverable from, the Purchaser’s Parent as though the same had been incurred by the Purchaser’s Parent and the Purchaser’s Parent were the sole or principal obligor in respect thereof and shall be performed or paid by the Purchaser’s Parent on demand.

13.5	The liability of the Purchaser’s Parent pursuant to, and in accordance with, Clauses 13.1 to 13.8 (both inclusive) shall not be affected, impaired, reduced or released by:

13.5.1

any variation of the terms of the Purchaser Guaranteed Obligations;

13.5.2

any forbearance, neglect or delay in seeking performance of the Purchaser Guaranteed Obligations or any granting of time for, or waiver in relation to, such performance;

13.5.3

the illegality, invalidity or unenforceability of, or any defect in, any provision of this Agreement or the Purchaser’s obligations or the Seller’s obligations (as the case may be) under this Agreement;

13.5.4

any insolvency or similar proceedings of the Purchaser; or

13.5.5

any other fact or event which, in the absence of this provision, would or might constitute or afford a legal or equitable discharge or release or a defence to a guarantor.

13.6

Until all of the Purchaser Guaranteed Obligations have been irrevocably performed or satisfied, and unless the Seller otherwise directs, the Purchaser’s Parent shall not exercise any rights which it may have by reason of performance by it of its obligations under Clauses 13.1 to 13.8 (both inclusive).

13.7

The Purchaser’s Parent irrevocably and unconditionally agrees to indemnify and hold harmless the Seller on demand against any and all Losses incurred by the Seller as a result of any obligation of the Purchaser referred to in Clauses 13.1 to 13.8 (both inclusive) being or becoming void, voidable or unenforceable against the Purchaser for any reason whatsoever. The amount of the Losses shall be equal to the amount which the Seller would otherwise have been entitled to recover from the Purchaser.

13.8	The Purchaser’s Parent hereby warrants to the Seller that, as at the date of this Agreement:

13.8.1

the Purchaser’s Parent is a corporation duly incorporated under the laws of the Commonwealth of Pennsylvania;

13.8.2

the Purchaser’s Parent has all necessary power and authority to enter into, deliver and perform its obligations under this Agreement and each other Transaction Document to which the Purchaser’s Parent is a party;

13.8.3

this Agreement and each other Transaction Document to which the Purchaser’s Parent is a party will, once executed, constitute valid, binding and enforceable obligations of the Purchaser’s Parent in accordance with their respective terms;

13.8.4

the execution and delivery of, and performance by the Purchaser’s Parent of its obligations under this Agreement and each other Transaction Document to which the Purchaser’s Parent is a party will not:

(a)

conflict with, or result in, any breach of any provision of the constitution of the Purchaser’s Parent;

(b)

conflict with, result in a breach of, or constitute a default under, any material agreement or instrument to which the Purchaser’s Parent is a party;

(c)

conflict with, or result in a breach of any law or regulation, or of any order, injunction, judgment or decree of any court, that applies to the Purchaser’s Parent; nor

(d)

save as set out in this Agreement, require the Purchaser’s Parent to obtain any consent or approval of, or give any notice to or make any registration with, any Governmental Entity that has not been unconditionally and irrevocably obtained or made as at the date of this Agreement; and

13.8.5

it has, and it will have, at all times, sufficient cash resources available to meet the Purchaser Guaranteed Obligations as and when they fall due.

13.9

In consideration of the Purchaser entering into this Agreement, the Seller’s Parent hereby unconditionally and irrevocably guarantees to the Purchaser the due and punctual performance of all of the Seller Guaranteed Obligations if, and when, they become due for performance pursuant to, and in accordance with, this Agreement.

13.10

The Seller’s Parent shall have no liability or obligation under Clauses 13.9 to 13.16 (both inclusive) in respect of any of the Seller Guaranteed Obligations unless the Seller has failed to pay or perform the Seller Guaranteed Obligations within five (5) Business Days of a written demand for such payment or performance from the Purchaser to the Seller and, after such time has elapsed, the Seller’s Parent shall forthwith upon demand unconditionally perform, or procure performance of, and satisfy, or procure the satisfaction of, the Seller Guaranteed Obligations in respect of which such default has been made in the manner prescribed by this Agreement as if it were the primary obligor and so that the same benefits shall be conferred on the Purchaser as they would have received if the Seller Guaranteed Obligations had been duly performed and satisfied by the Seller.

13.11

The guarantee under Clauses 13.9 to 13.16 (both inclusive) is to be a continuing guarantee and, accordingly, is to remain in force until all of the Seller Guaranteed Obligations have been performed or satisfied. This guarantee is in addition, and without prejudice, to and not in substitution for, any rights or security which the Purchaser may now or hereafter have or hold for the performance and observance of the Seller Guaranteed Obligations.

13.12

As a separate and independent stipulation, the Seller’s Parent agrees that any of the Seller Guaranteed Obligations which may not be enforceable against or recoverable from the Seller by reason of any legal limitation, disability or incapacity on or of the Seller or the dissolution, amalgamation, reconstruction or reorganisation of the Seller or any other fact or circumstance (other than any limitation imposed by this Agreement) shall nevertheless be enforceable against, and recoverable from, the Seller’s Parent as though the same had been incurred by the Seller’s Parent and the Seller’s Parent were the sole or principal obligor in respect thereof and shall be performed or paid by the Seller’s Parent on demand.

13.13

The liability of the Seller’s Parent pursuant to, and in accordance with, Clauses 13.9 to 13.16 (both inclusive) shall not be affected, impaired, reduced or released by:

13.13.1

any variation of the terms of the Seller Guaranteed Obligations;

13.13.2

any forbearance, neglect or delay in seeking performance of the Seller Guaranteed Obligations or any granting of time for, or waiver in relation to, such performance;

13.13.3

the illegality, invalidity or unenforceability of, or any defect in, any provision of this Agreement or the Purchaser’s obligations or the Seller's obligations (as the case may be) under this Agreement;

13.13.4

any insolvency or similar proceedings of the Seller; or

13.13.5

any other fact or event which, in the absence of this provision, would or might constitute or afford a legal or equitable discharge or release or a defence to a guarantor.

13.14

Until all of the Seller Guaranteed Obligations have been irrevocably performed or satisfied, and unless the Purchaser otherwise directs, the Seller’s Parent shall not exercise any rights which it may have by reason of performance by it of its obligations under Clauses 13.9 to 13.16 (both inclusive).

13.15

The Seller’s Parent irrevocably and unconditionally agrees to indemnify and hold harmless the Purchaser on demand against any and all Losses incurred by the Purchaser as a result of any obligation of the Seller referred to in Clauses 13.9 to 13.16 (both inclusive) being or becoming void, voidable or unenforceable against the Seller for any reason whatsoever. The amount of the Losses shall be equal to the amount which the Purchaser would otherwise have been entitled to recover from the Seller.

13.16

The Seller’s Parent hereby warrants to the Purchaser that, as at the date of this Agreement:

13.16.1

the Seller’s Parent is a corporation duly incorporated under the laws of the State of Delaware;

13.16.2

the Seller’s Parent has all necessary power and authority to enter into, deliver and perform its obligations under this Agreement and each other Transaction Document to which the Seller’s Parent is a party;

13.16.3

this Agreement and each other Transaction Document to which the Seller’s Parent is a party will, once executed, constitute valid, binding and enforceable obligations of the Seller’s Parent in accordance with their respective terms;

13.16.4

the execution and delivery of, and performance by the Seller’s Parent of its obligations under this Agreement and each other Transaction Document to which the Seller’s Parent is a party will not:

(a)

conflict with, or result in, any breach of any provision of the constitution of the Seller’s Parent;

(b)

conflict with, result in a breach of, or constitute a default under, any material agreement or instrument to which the Seller’s Parent is a party;

(c)

conflict with, or result in a breach of any law or regulation, or of any order, injunction, judgment or decree of any court, that applies to the Seller’s Parent; nor

(d)

save as set out in this Agreement, require the Seller’s Parent to obtain any consent or approval of, or give any notice to or make any registration with, any Governmental Entity that has not been unconditionally and irrevocably obtained or made as at the date of this Agreement; and

(e)

it has, and it will have, at all times, sufficient cash resources available to meet the Seller Guaranteed Obligations as and when they fall due.

14	PROTECTION OF GOODWILL

14.1	For the purposes of this Clause 14 the following words and expressions shall have the following meanings:

14.2

The Seller Covenantors acknowledge the importance of the goodwill and know-how of the Group Companies to the Purchaser which is reflected in the price paid by the Purchaser for the Shares. Accordingly, the Seller Covenantors are prepared to enter into the commitments contained in this Clause 14 to ensure that the Purchaser’s interest in that goodwill is properly protected and the Seller Covenantors agree (having taken independent legal advice) that the commitments contained in this Clause 14 are reasonable, necessary, and proportionate for the protection of the legitimate interests of the Purchaser and the Group Companies.

14.3

The Seller Covenantors undertake to the Purchaser (for themselves and as trustee for each of the Group Companies) that they will not, and will procure that they and none of their subsidiary undertakings from time to time will, whether alone or jointly with another, and whether directly or indirectly:

14.3.1

at any time during the Business Restricted Period, acquire an equity interest in any person (a “Target”) in any Relevant Territory where such Target or any subsidiary undertaking of the Target carries out any business (the “Proposed Business”) that is substantially similar to the Relevant Business; nor

14.3.2

at any time during the Employee Restricted Period, solicit or seek to solicit, or to terminate the employment agreement or contract for services, or hire, employ or engage, or endeavour to hire, employ or engage, any Senior Employee.

14.4	The restrictions in this Clause 14 shall not prevent the Seller Covenantors and their subsidiary undertakings from time to time from:

14.4.1

acquiring, or holding any interest in, any Target after the date of this Agreement, where the Target has not earned more than 10% of its revenue from the Proposed Business in any of the three (3) years prior to the relevant date of determination;

14.4.2

holding or being interested in up to 5% of the outstanding voting securities of a company listed on the Official List and admitted to trading by London Stock Exchange plc or traded on AIM or any other internationally recognized stock exchange;

14.4.3

employing any Senior Employee who responds to bona fide non-targeted recruitment advertisement;

14.4.4

employing any Senior Employee following the date on which their employment with any member of the Purchaser’s Group or the Group Companies (as applicable) terminates, provided that the Seller or its subsidiary undertakings have not directed or induced such Senior Employee to terminate their employment;

14.4.5

employing any Senior Employee who approaches the Seller Covenantors and/or their subsidiary undertakings on an unsolicited basis; or

14.4.6

taking actions which are necessary to comply with their respective obligations set out in Schedule 9 and Schedule 10.

14.5

The restrictions contained in this Clause 14 are considered to be reasonable, necessary, and proportionate by the Seller Covenantors in all respects, but if any of those restrictions are found to be void, illegal, invalid or unenforceable, but would be legal, valid or enforceable if some part of the provision or clause were deleted or modified, the provision or restriction or clause in question shall apply with such minimum deletion(s) or modification(s) as may be necessary to make it valid and enforceable.

14.6

The Seller Covenantors acknowledge that the Purchaser is accepting the benefit of the covenants contained in this Clause 14 both on its own behalf and on behalf of each of the Group Companies with the intention that the Purchaser may claim against the Seller Covenantors on behalf of any such person for loss suffered by that person as a result of any breach of any of the covenants contained in this Clause 14, provided, however, that the Purchaser and the relevant Group Company shall not be entitled to claim from the Seller Covenantors in respect of the same loss.

14.7	Each of the undertakings in this Clause 14 are given or entered into by the Seller and the Seller’s Parent as Seller Covenantors severally and not jointly or jointly and severally.

14.8

Without prejudice to any other remedy which may be available to the Purchaser, the Purchaser may be entitled to seek injunctive or other equitable relief in relation to any breach or prospective breach of the undertakings in this Clause 14, it being acknowledged by the Seller Covenantors that an award of damages may not be an adequate remedy for such a breach.

14.9

For the avoidance of doubt, nothing in this Clause 14 shall apply to Sentinel Capital Partners, LLC, any Fund advised by or managed by Sentinel Capital Partners, LLC, a group undertaking of Sentinel Capital Partners, LLC and any portfolio or investee companies in which the Seller’s Parent has a direct or indirect equity interest (save for the Seller Covenantors and their subsidiary undertakings from time to time).

15	ANNOUNCEMENTS AND CONFIDENTIALITY

15.1

With the exception of the Announcements, which shall be made on or after the date of this Agreement (or on such other date as may be agreed between the Seller and the Purchaser), no Party shall make any announcement, communication or circular concerning the existence or provisions of this Agreement or any other Transaction Document without the prior written approval of: (i) in the case that the proposed disclosing Party is the Seller or the Seller’s Parent, the Purchaser; or (ii) in the case that the proposed disclosing Party is the Purchaser or the Purchaser’s Parent, the Seller.

15.2

Nothing in Clause 15.1 shall prohibit a Party from making any announcement or despatching any circular or other public document as required by applicable laws or any Governmental Entity or security exchange to which that Party is subject, in which case, to the extent legally permitted, the announcement shall only be released or the circular or other public document despatched after consultation with: (i) in the case that the proposed disclosing Party is the Seller or the Seller’s Parent, the Purchaser; or (ii) in the case that the proposed disclosing Party is the Purchaser or the Purchaser’s Parent, the Seller, and after taking into account the reasonable requirements of such other Party as to the content of such announcement or circular or other public document.

15.3	The Confidentiality Agreement shall terminate on execution of this Agreement, except for clause 8 of the Confidentiality Agreement which shall terminate on Completion, in each case without prejudice to any rights, liabilities or obligations that have accrued prior to such termination.

15.4	Subject to Clause 15.5, each Party shall treat as strictly confidential and shall not disclose or use any information received or obtained in connection with or as a result of entering into this Agreement or any other Transaction Document that relates to:

15.4.1

the provisions of this Agreement or any Transaction Document;

15.4.2

the negotiations relating to this Agreement and all other Transaction Documents;

15.4.3

in the case of the Purchaser or the Purchaser’s Parent prior to Completion, any Group Company’s business or financial or other affairs;

15.4.4

in the case of the Seller on and from Completion, any Group Company’s business or financial or other affairs; or

15.4.5

any other Party or its Affiliates.

15.5	Notwithstanding Clause 15.4, a Party may disclose or use information if and to the extent that:

15.5.1

such disclosure or use is required by applicable law or regulation, by any competent judicial, governmental or regulatory body, or by the rules of any recognised stock exchange;

15.5.2

such disclosure is reasonably made to a Tax Authority or is reasonably required to facilitate the management of the Tax affairs of the disclosing Party;

15.5.3

such disclosure or use is required for the purpose of any judicial proceedings arising out of this Agreement or any other Transaction Document;

15.5.4

such disclosure is made to the professional advisers, auditors or bankers of a Party on a need-to-know basis, provided that the recipient has undertaken to comply with this Clause 15 in respect of such information as if it were a Party or the recipient otherwise has a duty (whether or not contractual) to keep such information confidential;

15.5.5

disclosure is made to actual or potential debt or equity financers (and their respective professional advisers) of the Purchaser or other member of the Purchaser’s Group in connection with the Transaction (including any agents, trustees, fiduciaries and/or custodians thereof) on a need-to-know basis, provided that the recipient has undertaken to comply with this Clause 15 in respect of such information as if it were a Party or the recipient otherwise has a duty (whether or not contractual) to keep such information confidential;

15.5.6

such disclosure or use is required to vest the full benefit of this Agreement or any other Transaction Document in any Party;

15.5.7

the information is or becomes publicly available (other than by breach of this Agreement or the Confidentiality Agreement);

15.5.8

other than in the case of Clause 15.4.4, such disclosure is made to investors, potential investors, shareholders, potential shareholders, limited partners and potential limited partners and analysists of funds and other collective investments of funds managed and/or advised by the Purchaser or the Seller or any of their respective Affiliates, provided that such information is disclosed on a confidential basis; or

15.5.9

in the case of the Seller or the Seller’s Parent, the Purchaser has given its prior written consent or, in the case of the Purchaser or the Purchaser’s Parent, the Seller has given its prior written consent.

15.6

Before any information is disclosed pursuant to Clauses 15.5.1 or 15.5.3, the proposed disclosing Party shall (unless prohibited by law, regulation or any Governmental Entity) promptly notify: (i) in the case that the proposed disclosing Party is the Seller or the Seller’s Parent, the Purchaser; or (ii) in the case that the proposed disclosing Party is the Purchaser or the Purchaser’s Parent, the Seller, the circumstances of the disclosure and the information to be disclosed with a view to providing such other Party with the opportunity to contest, limit or agree the timing and content of such disclosure.

16

NOTICES

16.1

Any notice to be given under this Agreement must be in English and in writing, and may be served by hand, by overnight mail or airmail (pre-paid and signed for in each case) or by email to the address or email address (as applicable) given below, or to such other address or email address as may have been notified by any Party to the other Parties for this purpose (which shall supersede the previous address or email address (as applicable) from the date on which notice of the new address is deemed to be served under this Clause 16).

Seller and Seller’s Parent:
For the attention of:	The directors
Address:	Sentinel Capital Partners, LLC c/o Sentinel Capital Partners 1 Vanderbilt Ave, 53rd Floor, New York, NY 10017
Attention:	Eric Bommer Joshua Garrett Vincent Taurassi
Email address:	[***] [***] [***]
Copy to:	Seller’s Solicitors, for the attention of Dipak Bhundia and Victoria Legg or by email to dipak.bhundia@kirkland.com and victoria.legg@kirkland.com
Purchaser and Purchaser’s Parent:
For the attention of:	Chief Legal Officer
Address:	MSA Safety Incorporated 1000 Cranberry Woods Drive Cranberry Township, PA 16066 USA
Email address:	[***]
Copy to:	Purchaser's Solicitors, for the attention of David Grubman and Thomas Thesing or by email to david.grubman@sidley.com and tthesing@sidley.com

16.2	Any notice served in accordance with Clause 16.1 shall be deemed to have been received:

16.2.1

if delivered by hand, at the time of delivery;

16.2.2

if sent by overnight mail, at 9.30 am on the second day after (and excluding) the date of posting;

16.2.3

if sent by airmail, at 9.30 am on the fifth day after (and excluding) the date of posting; or

16.2.4

if sent by email, at the time of transmission by the sender, provided that receipt shall not occur if the sender receives an automated message indicating that the message has not been delivered to the recipient,

16.3

For the purposes of this Agreement, “Normal Business Hours” means 9.00 am to 5.30 pm local time in the place of receipt on any day which is not a Saturday, Sunday or public holiday in that location. In the case of service on any Party by email, the place of receipt shall be deemed to be the address specified for service on that Party by post.

16.4

In proving receipt of any notice served in accordance with Clause 16.1, it shall be sufficient to show that the envelope containing the notice was properly addressed and either delivered to the relevant address by hand or posted as a pre-paid, signed-for overnight mail or airmail letter, or that the email was sent to the correct email address.

16.5	Subject to Clause 18.31, this Clause 16 shall not apply to the service of any proceedings or other documents in any legal action.

17	METHOD OF PAYMENT

17.1	All sums payable under this Agreement shall be paid in immediately available funds by electronic transfer to the following accounts:

17.1.1

in the case of the Seller, the Seller’s Account (or such other account as may otherwise be agreed between the Purchaser and the Seller); or

17.1.2

in the case of any other Party, such other account, the details of which may be notified from time to time by that Party to the other Parties by no later than two Business Days prior to the date on which such payment becomes due and payable (the “Due Date”).

17.2	If any sum due for payment by a Party to this Agreement under or in accordance with this Agreement is not paid on the Due Date, the Party in default shall pay Default Interest on that sum from but excluding the Due Date to and including the date of actual payment calculated on a daily basis.

17.3

All sums payable by any Party (the “Paying Party”) to another Party (the “Receiving Party”) pursuant to this Agreement shall be paid free and clear of all deductions, withholdings, set-offs or counterclaims whatsoever, except only as may be required by applicable law. If any such deductions, withholdings, set-offs or counterclaims are required, then (save in respect of a payment of interest or any payment of the Consideration or any payment under Clause 3.5) the Paying Party shall pay such additional sum as shall, after such deduction, withholding, set-off or counterclaim has been made, leave the Receiving Party with the same amount as it would have been entitled to receive in the absence of any such deduction, withholding, set-off or counterclaim.

17.4

The Purchaser warrants to the Seller that, as at the date of this Agreement, it is not aware of any requirement under the applicable law of the Purchaser’s jurisdiction of incorporation or (if different) Tax residence to withhold or deduct an amount for or on account of Tax from any payment of the Consideration. If the Purchaser becomes aware of any such requirement, the Purchaser shall notify the Seller as soon as reasonably practicable and shall reasonably and in good faith cooperate with the Seller in efforts to obtain any available reduction of, or relief from, such deduction or withholding.

17.5

Where any payment is made under this Agreement pursuant to an indemnity, covenant, compensation or reimbursement provision (including, for the avoidance of doubt, the payment of any Leakage, but excluding any payment under Clause 3.5) and that sum is subject to a charge to Tax in the hands of the Receiving Party (or would have been but for the utilisation of a Relief) then, in addition to the sum payable, the Paying Party shall pay such additional sum as will ensure that, after the payment of such Tax, the Receiving Party shall be left with a sum equal to the sum that it would have received in the absence of such a charge to Tax.

17.6

No additional payment shall be made pursuant to Clause 17.3 or 17.5 following the assignment of this Agreement (or relevant rights hereunder) or the change in Tax residence of the Receiving Party to the extent such deduction, withholding, set-off or counterclaim would not have arisen on any payment made to the Receiving Party prior to the assignment or change in Tax residence and no additional payment shall be made pursuant to Clause 17.3 to the extent such deduction, withholding, set-off or counterclaim has already been taken into account in calculating the amount of damages awarded pursuant to a Seller Claim, Tax Claim or Leakage Claim.

18

GENERAL

18.1

On request by any Party, each Party shall, as soon as reasonably practicable insofar as he is reasonably able, do or procure the doing of all such acts and execute or procure the execution of all such documents (in a form reasonably satisfactory to the requesting Party) as the requesting Party may reasonably consider necessary or appropriate to carry this Agreement into effect and to give the requesting Party the full benefit of it.

18.2	If this Agreement is terminated pursuant to Clauses 4.8, 7.3.3 or 7.4.3, the Parties shall have no further obligations under this Agreement, provided that:

18.2.1

the Surviving Provisions shall survive termination; and

18.2.2

for the avoidance of doubt, termination shall be without prejudice to any rights, liabilities or obligations that have accrued prior to termination, or to any other rights or remedies available under this Agreement or at law.

18.3	Save for the termination provisions set out in Clauses 4.8, 7.3.3 or 7.4.3, no Party is entitled to terminate this Agreement.

18.4

Except for any Permitted Leakage and unless expressly provided otherwise in this Agreement, each Party shall bear its own costs and expenses in relation to the negotiation, preparation, execution and implementation of the Transaction Documents, but this Clause 18.4 shall not prejudice any Party’s right to seek to recover costs in any litigation or other dispute resolution procedure arising in connection with any Transaction Document.

18.5

The Purchaser shall bear the cost of all notarial or registration fees and all stamp, transfer, sales or other similar Tax (including any interest, penalties, fines, surcharges and/or charges in respect thereof) (each a “Transfer Cost”) arising from the transfer of the Shares pursuant to this Agreement. The Purchaser shall be responsible for arranging the payment of such Transfer Costs.

18.6	The Purchaser shall bear all filing fees required to satisfy the Conditions and shall be responsible for arranging the payment of any such fees.

18.7

All amounts payable by or on behalf of the Purchaser pursuant to this Agreement are exclusive of VAT unless stated otherwise in this Agreement. If any such amount is treated in whole or in part as consideration for a taxable supply for VAT purposes but is not stated to be inclusive of VAT, the person paying the relevant amount shall, together with the relevant amount, pay an amount equal to (or, if the reverse charge procedure applies, account for any) VAT due in respect of the taxable supply, subject to the provision of a valid VAT invoice by the person treated as making the taxable supply to the person treated as receiving the taxable supply.

18.8

Save as otherwise stated herein, where any person is required under this Agreement to pay, indemnify or reimburse another person for any fees, costs and/or expenses, the amount to be paid, indemnified or reimbursed shall include any amount in respect of VAT comprised in such costs or expenses to the extent the latter person has certified, acting reasonably, such VAT is not recoverable (whether by repayment, refund, credit or otherwise) by the latter person or by any member of a group, consolidation or fiscal unity of which the latter person is a member for VAT purposes.

18.9	The provisions of the Tax Covenant shall come into force on Completion.

18.10

No Party may assign, hold on trust, transfer, charge or otherwise deal with all or any part of its rights or obligations under this Agreement without the prior written consent of: (i) in the case that the Seller or the Seller’s Parent is the proposed assigning Party, the Purchaser; or (ii) in the case that the Purchaser or the Purchaser’s Parent is the proposed assigning Party, the Seller, provided that:

18.10.1

this Agreement and the benefits arising under it may be assigned in whole or in the part by the Seller to the Seller’s Parent or any member of the Seller’s Group (provided that if such assignee ceases to be a member of the Seller’s Group, this Agreement and the benefits arising under it shall automatically transfer back to the Seller immediately prior to such cessation);

18.10.2

this Agreement and the benefits arising under it may be assigned in whole or in the part by the Purchaser to the Purchaser’s Parent to any member of the Purchaser’s Group to whom the Purchaser transfers any of the Shares (provided that if such assignee ceases to be a member of the Purchaser’s Group, this Agreement and the benefits arising under it shall automatically transfer back to the Purchaser immediately prior to such cessation); and

18.10.3

this Agreement and the benefits arising under it may be assigned or charged in whole or in part by the Purchaser to its financial lenders or banks as security for any financing or refinancing or other banking or related facilities in respect of or in connection with the Transaction and such benefits may further be assigned to any other financial institution by way of security for the borrowings made under such Agreement or to any person entitled to enforce any such security,

18.11

In the case of an assignment pursuant to Clause 18.10 above, the liability of any Party to such an assignee shall not be greater than it would have been had such assignment not taken place, and all the rights, benefits and protections afforded to a Party shall continue to apply to the benefit of that Party as against the assignee as they would have applied as against the assigning Party.

18.12

Any purported assignment, declaration of trust, transfer, sub-contracting, delegation, charging or dealing in contravention of Clause 18.10 is ineffective.

18.13

The Parties acknowledge and agree that the Seller shall not be liable to any assignee of the Purchaser to the extent that such liability would not have arisen or been incurred or would have been less had the relevant assignment not taken place.

18.14

No variation of this Agreement shall be valid unless it is in writing and signed by or on behalf of the Seller and the Purchaser.

18.15

Except as expressly stated in this Agreement, this Agreement does not confer any rights on any person or party under the Contracts (Rights of Third Parties) Act 1999. The Parties may rescind, vary or terminate this Agreement in accordance with its terms without the consent of or notice to any person on whom such rights are conferred.

18.16

The Transaction Documents constitute the whole agreement between the Parties relating to the Transaction to the exclusion of any terms implied in law that may be excluded by contract. They supersede and extinguish any and all prior discussions, correspondence, negotiations, drafts, arrangements, understandings or agreements relating to the Transaction.

18.17

Each Party acknowledges and agrees that, in entering into this Agreement and the Transaction Documents, it has not relied and it not relying on, and shall have no claim or remedy in respect of, any statement, representation, warranty, undertaking, assurance, promise, understanding or other provision made, whether by a Party or not, whether written or oral, express or implied and whether negligently or innocently made, which is not expressly set out in this Agreement or any other Transaction Document whether in contract, in tort, under the Misrepresentation Act 1967 or otherwise.

18.18

It is agreed that the only liability of any Party in respect of those statements, representations, warranties, assurances and undertakings made or given by it and set out or incorporated in this Agreement shall be for breach of contract.

18.19

If and to the extent that any part of Clause 18 should be held not to exclude reliance upon any representation, statement, assurance or warranty whether oral or written of any person (whether Party to this Agreement or not) other than those expressly set out in this Agreement and the Transaction Documents, each Party (for itself and on behalf of each other member of the Purchaser’s Group or the Seller’s Group, as applicable) unconditionally and irrevocably waives any claim or remedy which it or they have in relation to any such representation statement, assurance or warranty.

18.20

This entire agreement clause does not limit or exclude any liability for fraud.

18.21

If there is any inconsistency between the provisions of this Agreement and those of any other Transaction Document, the provisions of this Agreement shall prevail.

18.22

The rights and remedies conferred on any Party by, or pursuant to, this Agreement are cumulative, and, except as expressly provided in this Agreement, are in addition to, and not exclusive of, any other rights and remedies available to such Party at law or in equity.

18.23

Other than where a waiver is expressly contemplated in this Agreement, any waiver of any term or condition of this Agreement, waiver of any breach of any term or condition of this Agreement, or waiver of, or election whether or not to enforce, any right or remedy arising under this Agreement or at law, must be in writing and signed by or on behalf of the person granting the waiver, and no waiver or election shall be inferred from a Party’s conduct.

18.24

Any waiver of a breach of any term or condition of this Agreement shall not be, or be deemed to be, a waiver of any subsequent breach.

18.25

Failure to enforce any provision of this Agreement at any time or for any period shall not waive that or any other provision or the right subsequently to enforce all provisions of this Agreement.

18.26

Failure to exercise, or delay in exercising, any right or remedy shall not operate as a waiver or be treated as an election not to exercise such right or remedy, and single or partial exercise or waiver of any right or remedy shall not preclude its further exercise or the exercise of any other right or remedy.

18.27

If any provision of this Agreement is held to be invalid or unenforceable by any judicial or other competent authority in any jurisdiction, all other provisions of this Agreement will remain in full force and effect and will not in any way be impaired.

18.28

If any provision of this Agreement is held to be invalid or unenforceable but would be valid or enforceable if some part of the provision were deleted or amended, the provision in question will apply with the minimum modifications necessary to make it valid and enforceable and, if necessary, the Parties shall negotiate in good faith to amend the provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the Parties’ original commercial intention.

18.29

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

(a)

any Leakage Amount in respect of such Leakage Claim; or

(b)

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

18.30

This Agreement may be executed in any number of counterparts but shall not be effective until each Party has executed and delivered at least one (1) counterpart. Each counterpart constitutes an original, and all the counterparts together constitute one and the same agreement. If this Agreement is executed in duplicate, each duplicate constitutes an original.

18.31

Each of the Parties undertakes to ensure that at all times a person with an address in England is appointed as its process agent to receive on its behalf service of any proceedings in respect of any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims) (the “Process Agent”). Such service shall be deemed completed on delivery to the Process Agent, whether or not it is forwarded to or received by the relevant Party.

18.32

At the date of this Agreement:

18.32.1

the Seller and the Seller’s Parent has appointed Detector Electronics (U.K.) Limited of Rourke House Office G11, Watermans Business Park, The Causeway, Staines, England, TW18 3BA;

18.32.2

the Purchaser and the Purchaser’s Parent have appointed MSA (Britain) Limited of Unit 9 Beeches Industrial Estate, Yate, England, BS37 5QT; and

18.33

If any Process Agent ceases to be able to act as process agent or no longer has an address in England, the Party which appointed that Process Agent shall immediately appoint a replacement Process Agent and deliver, in the case of the Seller or the Seller’s Parent, to the Purchaser, and, in the case of the Purchaser or the Purchaser’s Parent, to the Seller, a notice setting out the new Process Agent’s name and address together with a copy of the new Process Agent’s acceptance of its appointment.

18.34

The Parties irrevocably agree that any proceedings or document served on the Process Agent will be validly served if delivered in accordance with Clause 16.

18.35

Nothing contained in this Agreement shall affect the right to serve process in any other manner permitted by law.

18.36

This Agreement and any non-contractual obligations arising out of or in connection with it (including any non-contractual obligations arising out of the negotiation of the transaction contemplated by this Agreement) are governed by and shall be construed in accordance with the laws of England and Wales.

18.37

The Parties irrevocably agree that the courts of England shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement (including a dispute relating to any non-contractual obligation arising out of or in connection with either this Agreement or the negotiation of the transaction contemplated by this Agreement).

EXECUTED by	)
AUTRONICA FINCO LUX S.À R.L.	)
acting by	)
Rajan Goel	)
being a person who, in accordance	)
with the laws of the territory in which the	)
company is incorporated is	)
acting under the authority of the company	)
	/s/ Rajan Goel
	Authorised Signatory

EXECUTED by	)
SPECTRUM SAFETY SOLUTIONS PURCHASER, LLC	)
acting by	)
Rajan Goel	)
being a person who, in accordance	)
with the laws of the territory in which the	)
company is incorporated is	)
acting under the authority of the company	)
	/s/ Rajan Goel
	Authorised Signatory

EXECUTED by	)
AEGIR SAFETY HOLDINGS AS	)
acting by	)
Julie A. Beck	)
being a person who, in accordance	)
with the laws of the territory in which the	)
company is incorporated is	)
acting under the authority of the company	)
	/s/ Julie A. Beck
	Director

EXECUTED by	)
MSA SAFETY INCORPORATED	)
acting by	)
Julie A. Beck	)
being a person who, in accordance	)
with the laws of the territory in which the	)
company is incorporated is	)
acting under the authority of the company	)
	/s/ Julie A. Beck
	Senior Vice President, Chief Financial Officer and Treasurer

1

Any amounts incurred or paid or liability, cost, fee or expense incurred by or on behalf of any Group Company (in each case, together with any Tax thereon) in connection with any matter undertaken after the date of this Agreement at the specific written request of, or with the prior written agreement of, the Purchaser, as well as the amount of, Permitted Leakage.

2	Any payment expressly provided for or expressly required under the terms of any Transaction Document, in each case subject to the relevant financial caps and limitations in respect of such payment.

3	Any amounts incurred or paid or agreed to be paid or payable or liability, cost, fee or expense incurred which is specifically accrued or provided for in the Locked Box Accounts and/or listed as a deduction in the EV to Equity Bridge.

4

Any payments made or agreed to be made by or on behalf of any Group Company in respect of any goods or services provided by the Seller or any of its Affiliates to any member of the Group under any of the Intra-Group Service Agreements or any of the Intra-Group Supply Agreements, and any costs or expenses (in each case, together with any Taxes payable thereon) reasonably incurred by or on behalf of the Seller or any of its Affiliates for the benefit of any Group Company and charged or recharged to the Group, in each case, in the ordinary course of business consistent with past practice and in accordance with the terms of any of the Other Intra-Group Service Agreements or any of the Intra-Group Supply Agreements, but excluding any Separation Costs and any payments for services falling within paragraph 5 below.

5

Any payment by any Group Company (together with any Tax thereon) in respect of management or monitoring services provided by the Seller or any of its Affiliates (including, for the avoidance of doubt, Sentinel Capital Partners, LLC) pursuant to the Intra-Group Services Agreement and otherwise on a basis which is consistent with past practice, in an aggregate amount not exceeding USD 233,000 (inclusive of Tax payable in respect thereof) on a monthly basis during the period between the Locked Box Date and the Completion Date.

6

Any services provided by any Group Company or Employees thereof to the Seller’s Group as part of ordinary course secondment of employment to the relevant member of the Seller’s Group consistent with past practice or contractual obligations existing on the date hereof and otherwise in the ordinary course of the business (together with any Tax payable thereon).

7

Any amounts incurred, interest accrued or payments made, or agreed to be made (together with any Tax payable thereon): (i) in the ordinary course of the Group’s trading activities with any member of the Seller’s Group (including the incurrence, accrual or payment of some or all of the Intra-Group Payables); and (ii) (x) on arm’s length terms; or (y) consistent with past practice, but in each case, excluding any Separation Costs.

8	Any amounts incurred or paid or payable (including any disbursements) in respect of the Disclosed Transaction Costs or the Disclosed Transaction Bonuses.

9	Any amounts incurred or paid or payable in respect of the Separation Costs up to a maximum of the amount of the Separation Cost Cap.

10

Any amounts incurred or paid or agreed to be paid or payable or liability, cost, fee or expense incurred in the ordinary course of the Group’s sourcing or procurement activities, or in respect of goods or services provided, sourced or procured by or through the Seller or any of its Affiliates to or for the benefit of any Group Company (together with any Tax payable thereon), in each case consistent with past practice, but excluding any Separation Costs.

11	Any amount which the Purchaser and the Seller expressly agree in writing shall constitute Permitted Leakage.

(a)	the United States Foreign Corrupt Practices Act (“FCPA”);

(b)	the United Kingdom Bribery Act 2010 (the “Bribery Act”); and

(c)	any other applicable law which:

(i)

prohibits the conferring of any gift, payment or other benefit on or trading in influence with respect to a person or any officer, employee, agent or adviser of such person; and/or

(ii)

is broadly equivalent to the FCPA and/or the Bribery Act or was intended to enact the provisions of the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, 1997 or which has as its objective the prevention of corruption;

1.	Seller Warranties

1.1

The Seller is validly formed, in existence and duly registered under the laws of its jurisdiction of formation and has full power and authority to enter into, and has taken all actions necessary, to deliver and perform its obligations under this Agreement and each other Transaction Document to which the Seller is a party.

1.2	This Agreement and each other Transaction Document to which the Seller is a party will, when executed, constitute valid, binding and enforceable obligations of the Seller in accordance with their respective terms.

1.3	The Seller has obtained all corporate authorisations required to empower it to enter into and perform its obligations under this Agreement where failure to obtain them would materially and adversely affect its ability to enter into and perform its obligations under this Agreement.

1.4	The execution and delivery of, and the performance by the Seller of its obligations under this Agreement will not:

1.4.1

conflict with or result in a breach of any provision of the constitutional documents of the Seller;

1.4.2

conflict with, result in a breach of or constitute a default under, any material agreement or instrument to which the Seller is a party;

1.4.3

conflict with or result in a breach of any law or regulation, or of any order, injunction, judgement or decree of any court, that applies to the Seller; nor

1.4.4

save as set out in this Agreement, require the Seller to obtain any material consent or approval of, or give any notice to or make any registration with, any Governmental Entity that has not been unconditionally and irrevocably obtained or made at the date of this Agreement.

1.5

The Seller is not insolvent or bankrupt under any applicable insolvency or bankruptcy laws applicable to the Seller nor is it unable to pay its debts as they fall due within the meaning of any laws relating to insolvency or bankruptcy applicable to the Seller. As far as the Seller is aware, there are no winding up, bankruptcy or insolvency proceedings concerning the Seller and no events have occurred which would justify such proceedings.

2.	Group corporate information

2.1	The particulars of the Company contained in Part A of Schedule 1 are true and accurate. The Company is validly incorporated, in existence and duly registered under the laws of the country of its incorporation.

2.2	The Seller is the sole legal and beneficial owner of the Shares and has the right to exercise all voting and other rights over the Shares and the right, power and authority to sell and transfer the full legal and beneficial ownership of such Shares and such Shares are fully paid-up.

2.3	Other than in respect of the Debt Security which shall be discharged upon Completion, there are no Encumbrances affecting any of the Shares, nor is there any agreement to create any such Encumbrance.

2.4

The Shares comprise the entirety of the issued and allotted share capital of the Company and have been properly and validly issued and allotted. The Shares are the only securities (whether equity or debt, and including options, warrants, rights of conversion, phantom units and similar) issued by the Company.

2.5

No right has been granted to any person (whether exercisable now or in the future and whether contingent or not) to call for the allotment, conversion, issue, registration, sale or transfer or repayment of any share or loan capital or any other security giving rise to a right to any person over, or an interest in, the capital of the Company under any option, agreement, warrant or other arrangement (including conversion rights and rights of pre-emption).

2.6	Each Group Company is duly incorporated and/or formed and is validly existing under the laws of the jurisdiction of its incorporation and/or formation.

2.7

The particulars contained in Part B of Schedule 1 are true and accurate and Part B of Schedule 1 lists all of the direct and indirect subsidiaries of the Company and other than the Subsidiaries no Group Company has any interest in any other body corporate, partnership or any other form of unincorporated association.

2.8

The shares in the Subsidiaries set out in Part B of Schedule 1 comprise the whole of the issued and allotted share capital of the Subsidiaries, have been properly and validly issued and are each fully paid or credited as fully paid. Such shares are the only securities (whether equity or debt, and including options, warrants, rights of conversion, phantom units and similar) issued by each Subsidiary. The Company and its Subsidiaries (as the case may be) have full legal and beneficial ownership to the shares of the Subsidiaries as set out in Part B of Schedule 1.

2.9

There are no Encumbrances affecting any of the shares in any Subsidiary nor is there any agreement to create any such Encumbrance other than the Encumbrances set out in document 2.2.1.1.10, 4.5.4.1 and 4.5.4.2 of the Data Room which are to be released on Completion pursuant to the terms of this Agreement and the Deed of Release.

2.10

No person other than a Group Company has the right (whether exercisable now or in the future) to call for the allotment, conversion, issue, registration, sale or transfer or repayment of any share or loan capital, or any other security giving rise to a right over, or an interest in, the capital or securities of any Subsidiary under any option, agreement or other arrangement (including conversion rights and rights of pre-emption) and no person has claimed any such right in the Relevant Period.

2.11	No Group Company has any interest in, or has agreed to acquire, any share capital or other security of any other entity (wherever incorporated and/or formed) other than the Subsidiaries.

2.12

No Group Company has executed any power of attorney or conferred on any person (other than those given to its directors, officers and Employees in the ordinary and usual course of business or to the holder of an Encumbrance solely to facilitate its enforcement) any authority to enter into any transaction on behalf of that Group Company in any way and which power of attorney remains in force.

2.13

There is no litigation, arbitration, prosecution, administrative or other legal proceedings or disputes in existence or expressly threatened in respect of the Shares or the shares in any Group Company and there are no facts which might reasonably be expected to give rise to any such proceedings or any dispute.

2.14	The statutory books and records required to be maintained by each Group Company under the applicable law of the jurisdiction of its incorporation and/or formation:

2.14.1

are up-to-date;

2.14.2

are maintained in accordance with applicable law;

2.14.3

contain records of all matters required to be dealt with in such statutory books, in each case in all material respects; and

2.14.4

during the Relevant Period no Group Company has received any notice or allegation from a relevant registrar or regulatory authority that any of them should be rectified.

2.15	All statutory books referred to in paragraph 2.14 are in the possession (or under the control) of the relevant Group Company.

2.16	True and complete copies of the articles of association or bylaws or any similar constitutional document of each Group Company are included in the Data Room.

3.

Accounts

3.1	The Locked Box Accounts:

3.1.1

have been prepared with due care, having regard to their nature and purpose; and

3.1.2

having regard to the purposes for which they were prepared (including the fact that they: (i) are not audited and are derived from underlying books and records in respect of which cut-off and closing procedures have not been performed to the same standard as for year-end accounts (provided that none of the absent footnotes and normal year-end adjustments (in the case of the Locked Box Accounts) are material, individually or in aggregate); and (ii) are derived from underlying books and records and from the pro forma consolidated accounts of the Group prepared in accordance with US GAAP in force as at the Locked Box Date), do not materially misstate the assets and liabilities of the Group (including Tax liabilities calculated as if the tax year ended on the Locked Box Date) as at the Locked Box Date.

3.2	The Management Accounts:

3.2.1

have been prepared with due care, having regard to their nature and purpose;

3.2.2

having regard to the purposes for which they were prepared (including the fact that they are not audited and are derived from underlying books and records in respect of which cut-off and closing procedures have not been performed to the same standard as for year-end accounts, provided that none of the absent footnotes and normal year-end adjustments are material, individually or in aggregate), do not materially misstate the results of the Group (including profits and losses) in the relevant period.

3.3

The Management Accounts have been prepared using accounting policies, principles and practices consistent with those used in the preparation of the Accounts, save for the absence of year‑end audit adjustments and normal management-level estimates, and give a fair view of the results for the relevant period in all material respects.

3.4	The Accounts:

3.4.1

have been prepared and audited in accordance with applicable laws and GAAP in force at the date to which they were prepared;

3.4.2

give a true and fair view of the state of affairs, assets and liabilities of the relevant Audited Group Company as at the Accounts Date and of the profit and loss of the relevant Audited Group Company for the financial year ended on the Accounts Date;

3.4.3

make adequate disclosure of, and provision for, all obligations and liabilities of the relevant Audited Group Company that are required to be disclosed or provided for pursuant to applicable laws and GAAP;

3.4.4

have been prepared using the accounting policies, principles, estimation techniques, measurement bases, practices and procedures on a basis consistent with that adopted for the annual accounts of the relevant Audited Group Companies for the three preceding accounting periods; and

3.4.5

GAAP has been consistently applied to the Accounts during the last three financial years, unless otherwise is explicitly stated in the notes to the Accounts.

3.5	The accounting records of each Group Company:

3.5.1

have at all times been kept on a proper and consistent basis in accordance with applicable law in all material respects;

3.5.2

are up-to-date, and contain materially complete and accurate details of the business of the Group Company concerned and of all matters required by law to be entered in them;

3.5.3

contain or reflect no material inaccuracies or discrepancies of any kind; and

3.5.4

during the Relevant Period no Group Company has received any notice or allegation from its auditors or any relevant regulatory authority that any of them should be rectified.

3.6

Each Group Company has established a system of internal accounting controls which is designed to provide appropriate assurance regarding the reliability of financial reporting and transactions are recorded by each Group Company as necessary to permit preparation of financial statements in accordance with GAAP.

3.7	During the Relevant Period, in relation to each Group Company there has been no:

3.7.1

significant deficiency or weakness in any system of internal accounting controls used by each Group Company;

3.7.2

fraud or other material wrongdoing committed by any of the management or other employees of each Group Company who have a role in the preparation of the financial statements of each Group Company; nor

3.7.3

any claim or allegation regarding any of the foregoing.

4.	Financial obligations

4.1	Details of all bank overdrafts, loans or other financial facilities or debt instruments, whether outstanding or available to the Group are contained in the Data Room and the Group is in compliance in all material respects with all such facilities in accordance with their terms.

4.2

No Group Company is a party to any contract under which it has the right to borrow money from third parties (excluding for these purposes, intra-group agreements, forward sale or purchase agreements or conditional sale agreements or other transactions having the commercial effect of borrowing) other than pursuant to the Existing Facilities, the Existing Commercial Account Agreement and the Existing HSBC Facility Agreement.

4.3	No Group Company has received written notice to repay (either in whole or in part) any of the Existing Facilities in advance of their stated maturity date.

4.4

The amounts borrowed by each Group Company do not exceed any overdraft limits, or any limitations on borrowings contained in the Existing Facilities Agreement or the Existing HSBC Facility Agreement, and no Group Company has defaulted on any of its obligations under the Existing Facilities Agreements or the Existing HSBC Facility Agreement.

4.5	Except for the Existing Facilities, amounts relating to the Intra-Group Payables or trade debts arising in the ordinary and usual course of business, each Group Company:

4.5.1

has no outstanding loan capital;

4.5.2

has not incurred or agreed to incur any borrowing that it has not repaid or satisfied;

4.5.3

has not incurred or agreed to incur any borrowing with a value in excess of USD 1,000,000; and

4.5.4

has no outstanding indebtedness owed to or by any Group Company (or as the case may be, any director, officer, employee, contractor or shareholder of any Group Company or any Connected Person of such person), other than: (i) as set out in the Accounts or the Locked Box Accounts; (ii) in the ordinary course of business; or (iii) the interest bearing promissory note in the aggregate principal amount of USD 1,052,442 issued by the Company (as lender) to Sindre Utne (as borrower).

4.6

Other than those entered into in connection with (i) the Existing Facilities (ii) the Existing Letters of Credit or (iii) in the ordinary and usual course of business, no Group Company is party to or liable under a payment or performance guarantee, indemnity or other agreement to secure or incur a financial or other obligation of any person other than another Group Company.

4.7	No Group Company has any outstanding liability (whether actual or contingent) or obligations in excess of USD 500,000 individually or USD 1,000,000 in the aggregate except for liabilities and obligations that:

4.7.1

are Disclosed in the Disclosure Letter or the Data Room;

4.7.2

are identifiably disclosed, accrued or specifically reserved against in the Accounts, Management Accounts or the Locked Box Accounts;

4.7.3

were incurred subsequent to the Locked Box Date in the ordinary course of business; or

4.7.4

are Transaction Bonuses, Transaction Costs or Separation Costs.

5.	Business since the Locked Box Date

5.1.1

the Business has been carried on as a going concern in the ordinary and usual course consistent with past practices, without any material interruption or material alteration to its nature, scope or manner;

5.1.2

there has been no material adverse change in the financial or trading position of any Group Company;

5.1.3

no Group Company has suffered any casualty, material damage, destruction or loss, or any material interruption in use, of any material assets or property (whether or not covered by insurance), on account of fire, flood, riot, strike or other hazard or act of god;

5.1.4

no dividend or other distribution of capital or income has been declared, made or paid by any Group Company other than to another Group Company;

5.1.5

no Group Company has allotted or issued or agreed to allot or issue any share capital other than to another Group Company giving rise to a right over its capital;

5.1.6

no Group Company has redeemed or purchased or agreed to redeem or purchase any of its shares;

5.1.7

no change in the accounting reference period of any member of the Group has been made;

5.1.8

there has not been any material acceleration of collection of accounts receivable by any Group Company outside the ordinary and usual course of business;

5.1.9

each Group Company has continued to pay its creditors in accordance with its terms in the ordinary and usual course of business;

5.1.10

there has not been any material increase in the compensation of directors, officers, employees, agents, independent contractors or consultants of any Group Company, other than in accordance with applicable law or contractual obligations relating to such individuals in effect as at the Locked Box Date;

5.1.11

no Group Company has entered into any agreement or incurred any commitment involving any capital expenditure in excess of USD 500,000 in relation to any one item or in excess of USD 1,000,000 in aggregate, and which is not reflected in the Locked Box Accounts;

5.1.12

no Group Company has entered into any binding contract, commitment or arrangements with a value exceeding USD 3,000,000 per annum, which by its terms is not terminable on 12 months notice or less, other than (i) pursuant to or in connection with contractual obligations in effect as at the Locked Box Date (including renewals or extension of existing arrangements on substantially similar terms), (ii) in the ordinary course of its business or (iii) in connection with the transactions contemplated by the Transaction Documents; and

5.1.13

no Group Company has instituted, settled or compromised any litigation or other formal dispute proceeding which could reasonably be expected to result in a payment to or by a Group Company in excess of USD 250,000, other than debt collection in the ordinary course of business.

6.	Intellectual Property, Information Technology and Data Protection

6.1	For the purposes of this paragraph 6:

6.2	Details of all registered Owned IPR (including those for which applications to registration has been made) (the “Registered IPR”) are Disclosed in the Data Room.

6.3

With respect to the Registered IPR: (i) all renewal, application and other official registry fees due prior to the date of this Agreement have been paid in full; (ii) all steps required for the maintenance, protection and enforcement of the Registered IPR have been taken; and (iii) no act has been done by any Group Company, which may render any Registered IPR subject to revocation, amendment, withdrawal, invalidation, cancellation, suspension or imposition of restrictive covenants or prevent the registration of any pending application or renewal.

6.4

The Group Companies own all legal and beneficial right and title in the Owned IPR free from Encumbrances. Any Owned IPR that has been invented, created or developed by or on behalf of the Group Companies, including by (current or former) employees, consultants, independent contractors or other third-parties have been fully and validly transferred to the relevant Group Companies. No such person or entity has any rights, interests or claims with respect to any Owned IPR.

6.5

Each Group Company has a valid and enforceable right (whether by ownership or licence) to use all Intellectual Property Rights which are material to the operation of the Business, for all purposes necessary to conduct the Business in the manner in which those Intellectual Property Rights have been used in the ordinary course during the Relevant Period.

6.6	There are no restrictions on a Group Company’s use of the Owned IPR, which restrict in any material respect the freedom of any Group Company to carry out its business as carried out at the date of this Agreement.

6.7

All IP Licences are valid, binding and in full force and effect. No Group Company is in material breach of, or has during the Relevant Period materially breached, any IP Licence nor has any Group Company received written notice from, or served written notice on, any counterparty to an IP Licence in the three (3) year period prior to the date of this Agreement that such Group Company or such counterparty (as applicable) is in actual or potential material breach of such IP Licence.

6.8

Neither the Business nor the Owned IPR has during the Relevant Period infringed the Intellectual Property Rights of any third party. In the three (3) year period prior to the date of this Agreement: (i) no Group Company has received a written notification from any third party claiming that the Business of any Group Company (nor Seller Business Entity in relation to the Business) infringes or is reasonably likely to infringe any Intellectual Property Rights of any third party; and (ii) no Group Company has sent any written notification to any third party claiming that such third party infringes or is reasonably likely to infringe any Owned IPR.

6.9

All Know-how and confidential information (including trade secrets) which is material to the Business has been kept confidential and has not been disclosed other than: (i) in the ordinary and usual course of business; or (ii) to potential investors or purchasers of the Group, in each case subject to a signed written obligation of confidentiality in respect of such information on the person to whom it was disclosed.

6.10	Details of Business IT Systems and all material IT Contracts entered into by a Group Company are Disclosed in the Data Room.

6.11	The Business IT Systems function materially in accordance with the specifications applicable to them and are in good working order in all material respects, and have been maintained and operated in the ordinary course of business.

6.12

The Group Companies are the owners of, or have valid rights to use, the Business IT Systems free from Encumbrances. The Business IT Systems which are not owned or purported to be owned by a Group Company are validly used by a Group Company pursuant to an existing agreement, arrangement, licence or contract, or will be provided under the terms of the Transitional Services Agreement or made available to the Group in accordance with Schedule 9 to this Agreement.

6.13

All IT Contracts are valid, binding and in full force and effect and no Group Company is in material breach of any IT Contract nor has any Group Company received written notice from, or served written notice on, any counterparty to a IT Contract in the three (3) year period prior to the date of this Agreement that such Group Company or such counterparty (as applicable) is in actual or potential material breach of such IT Contract. The execution or completion of this Agreement will not result in the termination of, or materially adversely affect, any IT Contract.

6.14

All Open Source Components and/or third party components incorporated in the Group Software has been used in compliance with the applicable open source licenses. No such license requires the Group Companies to disclose, license or otherwise make available to any third party any part of the Group Software.

6.15

In the three (3) year period prior to the date of this Agreement, there have been no bugs in, failures of, security breaches affecting, or attacks to the Business IT Systems that have: (i) caused any material interruption to a Group Company’s use of such Business IT Systems; or (ii) resulted in any material loss or corruption of data. The Business IT Systems do not contain any virus or malicious code and have not been subject to any unauthorised access which has had a material adverse effect on the Business in the three (3) year period prior to the date of this Agreement. The Group Companies have maintained reasonable backup and data recovery, disaster recovery and business continuity arrangements in the ordinary course of business and have implemented reasonable procedures to ensure the security of the Business IT Systems and the confidentiality and integrity of data.

6.16

The Group Software does not contain material technical deficiencies, vulnerabilities or defects, or other issues which adversely affect its performance, stability, security or maintainability of the Group Software. The Group Companies hold or have the right to access and use the source code of the Group Software.

6.17

Each Group Company complies in all material respects with, and has at all times during the Relevant Period, complied in all material respects with, all applicable requirements of the Data Protection Legislation, and has implemented policies and procedures consistent in all material respects with applicable Data Protection Legislation.

6.18	In the three (3) year period prior to the date of this Agreement, no written notice alleging non-compliance with the Data Protection Legislation (including any enforcement notice or monetary penalty notice) has been received by any Group Company from any Governmental Entity or any other person.

6.19

No Group Company has, in the three (3) year period prior to the date of this Agreement, experienced any breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, personal data which has required notification to any Governmental Entity or any other person pursuant to the Data Protection Legislation.

7.

Contracts

7.1	No Group Company is a party to or subject to any contract, transaction, arrangement, understanding or obligation (other than in relation to any property, lease or contract of employment) which is material to the operation of the Business and which is not on an arm’s length basis.

7.2

Save as Disclosed, no Group Company is party to any material agreement which: (i) materially restricts the ability of the Group to carry on the Business as it has been carried on in the twelve (12) months prior to the date of this Agreement in all material respects; (ii) provides for any Group Company to be jointly and severally liable with any person other than another Group Company, in each case, in respect of liabilities material to the Group taken as a whole; or (iii) result in any third party being entitled to any material payment by, or material obligation incurred, by any Group Company as a result of the Transaction.

7.3

No Group Company has submitted any written offer, bid or tender for any contract which would constitute a contract of the kind described in warranty 7.2, which remains outstanding and which, if accepted, would result in the relevant Group Company entering into a binding agreement, arrangement or commitment with that counterparty.

7.4	Save as Disclosed, no Group Company is party to any legally binding agreements for the sale or purchase of any company, shares, material assets, business or real property with outstanding material obligations, warranty undertakings or indemnities on the part of any Group Company.

7.5

Save as Disclosed, no Group Company is party to any legally binding agreement which restricts in any material respect the freedom of any Group Company to carry out its business as carried out at the date of this Agreement, including any non-compete, non-solicitation obligations or exclusivity arrangements.

7.6	Complete and up to date copies of all Material Business Contracts have been Disclosed. Each Material Business Contract is in full force and effect and is valid and binding and enforceable in accordance with its terms against the Group Company and the relevant counterparty.

7.7

No written notice of termination of any Material Business Contract has been received by a Group Company in the three (3) year period prior to the date of this Agreement and no counterparty to a Material Business Contract has at any time in the three (3) year period prior to the date of this Agreement given written notice to or threatened (in writing) a Group Company that it intends to seek to terminate such Material Business Contract or otherwise seek to cease (save in respect of contracts completed in accordance with their terms), materially alter (including any material alteration in the rate or amount of sales or purchases or material increases in the prices charged or paid), materially reduce, fail to renew or suspend its trading with the Group, in each case in a manner materially prejudicial to the relevant Group Company.

7.8

No Group Company is in material breach of or has during the Relevant Period, materially breached, any Material Business Contract nor has any Group Company received written notice from, or served written notice on, any counterparty to a Material Business Contract in the three (3) year period prior to the date of this Agreement that such Group Company or such counterparty (as applicable) is in actual or potential material breach of such Material Business Contract.

7.9	No counterparty to a Material Business Contract is in material breach of such Material Business Contract.

7.10

There has been no disputes between any Group Company and any other party to any Material Business Contract during the Relevant Period and during the three (3) year period prior to the date of this Agreement, no audit process regarding a Group Company’s non-compliance with a Material Business Contract has been notified in writing to a Group Company and has been conducted by on or behalf of a counterparty to a Material Business Contract.

7.11	Save as Disclosed in the Data Room, no Material Business Contracts contains any provision allowing any counterparties to such agreement to renegotiate, amend or terminate the agreement as a result of the Transaction.

7.12	The Business is not materially dependent on the services or deliveries of any one supplier.

7.13

No Group Company is, or has agreed to become, a member of any joint venture, consortium, partnership or other unincorporated association (other than a recognised trade association in relation to which the Group Company has no liability or obligation except for the payment of annual subscription or membership fees).

7.14	Other than the Transaction Documents and any unpaid Permitted Leakage, all contracts and arrangements between, on the one hand, any Group Company and, on the other hand, the Seller or any other member of the Seller’s Group are on normal commercial terms in the ordinary and usual course of business.

7.15

No Group Company has received any written notice in respect of: (i) the exclusion, suspension or debarment of any Group Company from bidding on contracts or subcontracts with any Governmental Entity and no such exclusions, suspension or debarment has been threatened in writing; or (ii) any claim pursuant to an audit or investigation by any Governmental Entity relating to any such contracts or subcontracts.

7.16

No Group Company nor any member of the Seller's Group has entered into any contract, arrangement or undertaking with any person or firm that may result in an obligation on any Group Company to pay any finder’s fees, brokerage or agent’s commissions or other like payments in connection with the Transaction.

8.	Employees and Employee Benefits

8.1	The Data Room contains details of:

8.1.1

the total number of Employees as at 11 March 2026;

8.1.2

the salary and other benefits, period of continuous employment and location of each Senior Employee; and

8.1.3

the standard terms and conditions of each grade or category of Employee.

8.2	There are no material deviations from the standard terms of employment for each grade of category of Employee disclosed in the Data Room which may impose onerous obligations or material costs on any Group Company.

8.3	There are no proposals by any Group Company to materially amend the terms of employment of any Senior Employee or material category of Employees or, other than in the case of employing entity, Incoming Transferring Employees.

8.4	Each Group Company has established insurance schemes that at least fulfil the minimum requirements set forth in applicable law and any applicable agreements with Employees and/or the Employees' representatives.

8.5

The Group Companies have in all material respects paid the salary, overtime and holiday pay and any other material compensation and benefits payable to its employees in accordance with applicable law and the terms of the relevant employment agreements. The relevant members of the Seller’s Group have in all material respects paid the salary, overtime and holiday pay and any other material compensation and benefits payable to any Incoming Transferring Employees in accordance with applicable law and the terms of the relevant employment agreements. The Group Companies are, and have been in the three (3) year period prior to the date of this Agreement, in compliance in all material respects with all applicable laws relating to the employment of the Employees and former employees of the Group Companies.

8.6	No Group Company or other relevant employing entity has received or given written notice of termination of the employment of any Senior Employee (where that notice has not yet expired) during the three (3) year period prior to the date of this Agreement.

8.7	There are no proposals by any Group Company to terminate the employment of any Senior Employee.

8.8

During the three (3) year period prior to the date of this Agreement, no claim, investigation, grievance or disciplinary procedure which has resulted in, or is likely to result in, a liability, cost or expense to any Group Company (and which is not otherwise covered by an insurance policy of a Group Company), of USD 250,000 or more has been made against any Group Company in respect of any Employee or former employee of the Group Companies, nor against any member of the Seller’s Group in respect of any Incoming Transferring Employee.

8.9

Other than as required under applicable law, no Group Company has during the Relevant Period agreed to make any payment or agreed to provide any benefit to any Employee in connection with the proposed termination or suspension of employment or variation of any contract of employment of any such Employee in excess of USD 250,000.

8.10	The Data Room contains details of:

8.10.1

all works councils and employee representative bodies which by law or any collective bargaining agreement have the right to be informed and/or consulted on matters related to the Employees’ employment with the Group Companies; and

8.10.2

all union recognition agreements, collective agreements, and works council agreements (other than national collective bargaining agreements or industry-wide collective agreements) between the Group Companies and any trade unions or employee representative bodies that represent the Employees.

8.11	No Group Company (nor member of the Seller’s Group in relation to Incoming Transferring Employees) is involved in any strike or industrial or trade dispute with any trade union or other body representing the Employees or former employees of the Group Companies.

8.12	The rules and other documentation relating to all material share incentive, share option, profit sharing, bonus or other incentive arrangements operated by any Group Company for or affecting any Employees or Incoming Transferring Employees are Disclosed in the Data Room.

8.13

Save in respect of the Pension Schemes or as otherwise required under applicable laws, no Group Company is a party to any scheme to which the Group Company makes, is obliged to make or could become liable to make payments towards any pension, death or disability benefits to any current or former employee or any consultant, officer, agent or worker of the Group Companies or any Incoming Transferring Employee. No Group Company maintains, sponsors, contributes to, has any obligation to contribute to, or has any liability in respect of, any “employee benefit plan” (as defined in Section 3(3) of the US Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or any plan, program, or arrangement subject to ERISA.

8.14

Each Group Company has paid the contributions due for payment by it on a timely basis in respect of the Pension Schemes. Any obligations of the Group Companies to pay any amount legally required or due in respect of the Pension Schemes accrued prior to the Locked Box Date were satisfied prior to the Locked Box Date or, if such obligations are outstanding, are reflected as liabilities in the Locked Box Accounts.

8.15

There is not currently, and has not been in the three (3) year period prior to the date of this Agreement, any material claim, dispute or complaint against the administrators of the Pension Schemes, or any Group Company, in connection with the provision of retirement, disability or death benefits in respect of the Employees or former employees of the Group Companies (whether under the Pension Schemes or otherwise).

8.16

No Group Company has been a party to, a sponsoring employer of, or otherwise is under any liability with respect to any defined benefit pension scheme, any final salary scheme or any death, disability or retirement benefit calculated by reference to age, salary or length of service or any other item.

8.17	Each Group Company has complied with its material obligations under applicable law and the governing terms with regards to its Pension Schemes.

8.18	Each Group Company has established pension schemes that at least fulfil the minimum requirements set forth in applicable law and any applicable agreements with Employees and/or the Employees' representatives.

9.	Legal Compliance

9.1

Each Group Company is conducting the business of the Group, and the Business has been conducted during the Relevant Period, in compliance with applicable laws and regulations in all material respects and no Group Company is, or during the Relevant Period has been, in breach of any such laws and regulations in any material respect.

9.2	No Group Company, nor Seller Business Entity in relation to the Business, has received written notice from any Governmental Entity during the Relevant Period that it is in breach of any applicable law.

9.3

There is no, and during the Relevant Period has been no: (a) investigation, disciplinary proceeding or material order, decree, decision or judgment of, any court, tribunal, arbitrator or Governmental Entity; or (b) enquiry which is reasonably likely to lead to an investigation by any Governmental Entity, in each case, against any Group Company, or Seller Business Entity in relation to the Business, or any person for whose acts or defaults a Group Company is reasonably likely to be vicariously liable.

9.4

All licences, consents, permits, approvals, permissions, certificates, qualifications, registrations and other authorisations (public or private) that are material to the effective carrying on of the Business or the operations of the Group in the places and in the manner in which such business is carried on as at the date of this Agreement (“Permits”) have been obtained by members of the Group and all such Permits are valid and subsisting.

9.5

No Group Company is in breach of the terms or conditions of any such Permits in any material respect. During the Relevant Period, no Group Company (nor Seller Business Entity in relation to the Business) has been subject to any pending or threatened proceedings seeking the revocation, suspension, limitation, termination, modification, impairment or non-renewal of any Permit and none of the Permits will be subject to revocation, suspension, limitation, withdrawal, modification, impairment, termination or non-renewal as a result of the consummation of the Transactions contemplated hereby.

9.6

During the Relevant Period, none of the Group Companies nor any of their current or former directors, officers, managers or Employees, or any other person acting on any Group Company’s behalf (including the Incoming Transferring Employees) has engaged in any activity or conduct that has resulted in a violation of any Anti-Corruption Laws.

9.7	No Group Company nor any of its directors, officers, managers or Employees (nor any Incoming Transferring Employee as at the date of this Agreement):

9.7.1

is a Sanctioned Person;

9.7.2

has engaged or has been engaged, during the Relevant Period, in any transaction with, or provided funds or anything of value to, a Sanctioned Person in violation of applicable Sanctions Laws; or

9.7.3

has, during the Relevant Period, otherwise violated any applicable Sanctions Laws.

9.8	The anti-corruption and sanctions policies and procedures adopted by each Group Company are Disclosed in the Data Room.

9.9	No Group Company:

9.9.1

has during the Relevant Period conducted or initiated any internal investigation or made a voluntary, directed or involuntary disclosure to any Governmental Entity or similar agency with respect to any alleged act or omission arising under, or relating to, any non-compliance with Anti-Corruption Laws or Sanctions Laws;

9.9.2

has during the Relevant Period received any written notice, request or citation for any actual or potential noncompliance with any Anti-Corruption Laws or Sanctions Laws;

9.9.3

has any officer, director or Senior Employee who is a government or political official and no government or political official or government or political entity has any ownership interest (whether directly or indirectly) in any Group Company; nor

9.9.4

has in the three (3) year period prior to the date of this Agreement applied for or received any grant, subsidy, allowance or other financial aid of any kind from any Governmental Entity (excluding Tax allowances, credits and/or rebates).

9.10

Each Group Company has at all times during the Relevant Period conducted its business in compliance in all material respects with all relevant national rules and regulations relating to human rights and labour rights, including wages, working hours, health, safety, child labour, forced labour, employment contracts, and insurance.

10.	Litigation

10.1

No Group Company (nor Seller Business Entity in relation to the Business) nor any person for whose acts or defaults any Group Company is reasonably likely to be vicariously liable, is involved or has at any time during the Relevant Period been involved (whether as claimant or defendant or other party), in any claim, legal action, proceeding, suit, litigation, prosecution, investigation, enquiry, mediation or arbitration (other than as claimant in the collection of debts arising in the ordinary and usual course of its business) which is material to the Business or the Group nor is there any outstanding judgment, arbitral award or decision of a court, tribunal, arbitrator or Governmental Entity in each applicable jurisdiction against any Group Company (nor Seller Business Entity in relation to the Business) which is material to the operation of the Business. For the purpose of this paragraph 10, ‘material’ means proceedings which (if successful) are reasonably likely to result in a liability, cost, benefit or value to the Group Companies of USD 250,000 or more, relate to Hazardous Substances, or are otherwise reasonably likely to have a material impact on the reputation or operations of the Business or the Group.

10.2

No claim, legal action, proceeding, suit, litigation, prosecution, investigation, enquiry, mediation or arbitration of material importance to the operation of the Business of the Group is pending or threatened in writing by or against any Group Company or Seller Business Entity in relation to the Business (or any person for whose acts or defaults any Group Company is reasonably likely to be vicariously liable). There are no facts or circumstances reasonably likely to give rise to such litigation, prosecution, investigation, enquiry, mediation or arbitration of material importance.

10.3

No Group Company (nor Seller Business Entity in relation to the Business) nor any of their respective directors or officers (nor any Incoming Transferring Employee) are, nor have during the Relevant Period been, involved in any investigation, criminal, or disciplinary proceedings by any Governmental Entity and there are no such proceedings pending or threatened by or against any Group Company (or Seller Business Entity in relation to the Business) or any of their respective directors or officers and there are no facts or circumstances that could reasonably be expected to give rise to any such proceedings.

11.

Assets

11.1

All material assets of the Group are included in the Locked Box Accounts or have been acquired by any of the Group Companies since the Locked Box Date, other than any assets disposed of or realised in the ordinary and usual course of business, and except for rights and retention of title arrangements arising by operation of law in the ordinary and usual course of business, and all such assets:

11.1.1

are legally and beneficially owned by the Group Companies;

11.1.2

where capable of possession, are in the possession or under the control of the relevant Group Company;

11.1.3

represent all the material assets needed for the continuation of the Business and the business of each Group Company's business in the ordinary course, save for those assets which will be supplied pursuant to the Separation and Readiness Activities;

11.1.4

comply with all applicable statutory regulations and legal requirements needed to be lawfully used in the business of each Group Company in its ordinary course;

11.1.5

are free from Encumbrances; and

11.1.6

are maintained in accordance with reasonable market standards.

11.2	No Group Company has, in any material respect, factored or discounted any of its debts, nor engaged in financing of a type that would not need to be shown or reflected in the Locked Box Accounts.

11.3

All of the trade receivables and notes receivable which are reflected in the Locked Box Accounts arose out of bona fide, arms-length transactions and are properly reflected in the Locked Box Accounts (as the case may be) in all material respects. All such receivables are good and collectible (or have been collected) in the ordinary course of business in accordance with their terms, less the amount of applicable reserves for doubtful accounts and for allowances and discounts. All such reserves, allowances and discounts were and are adequate in all material respects and consistent in extent with reserves, allowances and discounts previously maintained by the Group Companies in the ordinary course of business. No such receivable is or was subject to any rebate, discount, counterclaim or set off, other than in the ordinary course of business.

11.4

In the three (3) year period prior to the date of this Agreement, no Group Company (nor director, officer, or employee of any Seller Business Entity in relation to the Business) has used any name or names under which it has in connection with the Business invoiced account debtors, maintained records concerning its assets or otherwise conducted the Business, other than the legal names of entities in the Group.

12.	Environment

12.1	For the purposes of this paragraph 12:

12.2

Each Group Company (and Seller Business Entity in relation to the Business) is, and during the Relevant Period has been, in compliance with Environmental Law in all material respects and any Environmental Permits necessary for the Business and the operation of the Group as currently conducted and conducted during the Relevant Period.

12.3	All Environmental Permits which are necessary to the operation of the Business as currently conducted:

12.3.1

have been obtained and are currently held by a Group Company;

12.3.2

are in force; and

12.3.3

have been complied with in all material respects during the Relevant Period.

12.4

No Group Company (nor Seller Business Entity in relation to the Business) has received any unresolved written notice during the Relevant Period that: (i) any Group Company is in material violation of any Environmental Law or Environmental Permit; (ii) an Environmental Authority is intending to revoke, suspend, materially vary or limit any Environmental Permits which are material to the operation of the Business; or (iii) any amendment to any material Environmental Permit is required to enable the continued operation of the Business.

12.5	No claim, legal action, proceeding, suit or litigation of material importance to the operation of the business of any Group Company is pending or threatened in writing against any Group Company regarding material liability for any Group Company under any applicable Environmental Law.

12.6

No Product designed, engineered, developed, manufactured, sold, serviced and/or maintained by the Business at any time during the 10 year period prior to the date of this Agreement has (i) contained any Hazardous Substances above levels legal at the time of sale or (ii) been designed, engineered, developed, manufactured, sold, serviced and/or maintained by the Business in material breach of Environmental Laws or any Environmental Permits.

12.7

The Group Companies have in place written policies, procedures, and internal controls to the extent required by Environmental Law to ensure that no Products are designed, engineered, developed, manufactured, sourced, distributed, sold, supplied, installed, serviced and/or maintained by or on behalf of the Business in breach of Environmental Laws.

12.8

The Business has not caused any contamination of land, water, buildings or installations by Hazardous Substances, and there has been no release of Hazardous Substances by or associated with the Businesses, or at or affecting any Group Properties in association with the Business, or any third-party location where Hazardous Substances generated by the Business may have been sent for storage, treatment, or disposal that, in each case, would reasonably be expected to result in any material liability for the Group, including any such investigative or remedial liability, under Environmental Laws.

12.9	No Group Company has contractually assumed or expressly provided an indemnity with respect to any material liability of any other person under Environmental Laws or concerning Hazardous Substances.

13.

Insurance

13.1	Details of the Group Insurance Policies relevant to the business of the Group are Disclosed in the Data Room.

13.2

All Group Companies and Seller Business Entities in relation to the Business have at all times during the Relevant Period had adequate insurance coverage against business interruptions, loss of revenues, liability, injury and other risks consistent with that which would reasonably be expected to be maintained by a business of a similar nature, size and risk profile.

13.3	In respect of the insurances referred to in paragraph 13.1:

13.3.1

all premiums have been duly paid to date;

13.3.2

such insurances are in full force and effect;

13.3.3

all matters, events or circumstances which are reportable under any such insurance policy have been so reported in accordance with the terms of the policy;

13.3.4

during the three (3) year period prior to the date of this Agreement, no Group Company has received notice of any material change in the terms of cover under any such policies or of the withdrawal (in whole or in part) of cover in respect of any such policies; and

13.3.5

no act, omission, misrepresentation or non-disclosure by or on behalf of any Group Company or Seller Business Entity has occurred which makes any of the Group Insurance Policies void, voidable or unenforceable.

13.4	Details of all insurance claims made by or relating to any Group Company in excess of USD 250,000 made during the Relevant Period are Disclosed in the Data Room.

13.5	No insurance claim made by or relating to any Group Company in excess of USD 250,000 is outstanding and no circumstances exist which are likely to give rise to any such insurance claim.

14.

Tax

14.1

Each Group Company has submitted all material Tax returns, notices and registrations that it has been required to submit to a Tax Authority during the Relevant Tax Period and all such Tax returns, notices and registrations were correct in all material respects when submitted. Each Group Company has in its possession or under its control such records in relation to Tax as are required by applicable law.

14.2

Each Group Company has paid or accounted for all material amounts of Tax that it has been liable to pay or for which it has been liable to account (including by way of withholding or deduction) during the Relevant Tax Period. No Group Company has been liable to pay any material interest, penalty, surcharge or fine in respect of Tax during the Relevant Tax Period.

14.3

Each Group Company is registered for the purposes of VAT where it is required to be so registered and, during the Relevant Tax Period, has complied with applicable law in relation to VAT in all material respects. No Group Company has been a member of a group for the purposes of VAT, other than a group consisting wholly of Group Companies.

14.4	No Group Company has been involved in any material litigation, proceeding or dispute with a Tax Authority during the Relevant Tax Period and there are no current or pending audits, requests for information, enquiries or examinations from any Tax Authority.

14.5

Each Group Company has been resident for Tax purposes only in its jurisdiction of incorporation or formation during the Relevant Tax Period and has not at any time during the Relevant Tax Period had any branch, agency, permanent establishment or other taxable presence or been required to be registered for Tax in any other jurisdiction for any Tax purpose.

14.6

No Group Company has been subject to a contractual or statutory liability during the Relevant Tax Period (other than under reasonably customary gross-up and VAT clauses in third-party contracts) to indemnify or reimburse any person for any material amount of Tax that is the primary liability of any person that is not a Group Company.

14.7	No Group Company has been a party to a transaction during the Relevant Tax Period that it has been advised is disclosable, notifiable or reportable to a Tax Authority on the basis that the purpose or one of the main purposes of the transaction was the avoidance of a liability to Tax.

14.8

All documents entered into during the Relevant Tax Period that are required to evidence title of a Group Company to an asset held by it and that are subject to a stamp, transfer or similar Tax (“Stamp Tax”) or that are required to be stamped, whether with a particular stamp denoting that no Stamp Tax is chargeable or that the document has been produced to the appropriate Tax Authority, have been stamped and any relevant Stamp Tax has been paid.

14.9

Since the Locked Box Date, no Group Company has: (a) effected any transaction which has given rise to a liability to Tax for any Group Company other than Tax for which it is liable in the ordinary course of business; (b) submitted any material Tax return or amended any material Tax return that has been submitted to a Tax Authority, in each case in a manner materially inconsistent with past practice; (c) made any material election relating to Taxes in a manner materially inconsistent with past practice or amended or revoked any such election;(d) revoked or surrendered any Purchaser’s Relief falling within limb (a) or (b) of that definition, or (e) filed any material voluntary disclosure relating to Taxes.

14.10

No Group Company has during the Relevant Tax Period extended or waived the applicable statute of limitations with respect to any Taxes or any Tax return.

14.11

Schedule 1 sets forth the entity classification of each Group Company for U.S. federal income tax purposes, and, unless otherwise noted on Schedule 1, each entity has had such classification at all times since 1 July 2024.

15.	Freehold and Leasehold Property

15.1	All up-to-date material documentation relating to the Group Properties, including ownership or rights of the relevant Group Company to lease or occupy the Group Properties, is set out in the Data Room.

15.2	The only properties or buildings currently owned, leased, subleased, licenced or used by any Group Company are the Group Properties, and the particulars of the Group Properties set out in Schedule 8 are true and accurate in all material respects.

15.3	No Group Company:

15.3.1

has any option, right of first refusal or contractual obligation to purchase any estate or interest in any land or buildings and no Group Company owns any freehold land or buildings; and

15.3.2

has any existing or contingent liability in relation to any land or building:

(a)

previously leased, subleased, licensed or otherwise occupied by any Company Group; or

(b)

under a guarantee or indemnity or other agreement or arrangement to incur a financial or other obligation by reference to a third party’s obligations or liability.

15.4	In relation to each Group Property:

15.4.1

all documents in relation to the leasehold title of any Group Company to the Group Property:

(a)

and which must be registered, have been duly registered; and

(b)

are now in the exclusive possession or under the exclusive control of the relevant Group Company free from any Encumbrances of a financial nature;

15.4.2

there are no Encumbrances affecting the legal or beneficial title to or exclusive possession or exclusive control of the Group Property nor is any person in the course of acquiring any such Encumbrance (including to any subsisting contract for sale or other disposition of any interest in it); and

15.4.3

there are no written notices or disputes (including in respect of alleged breach of any covenant, restriction, condition or obligation of a Group Company) between the Group Company and any third party which have had or may be reasonably expected to have a material adverse effect on the use of the Group Property for the purpose of the Group Company’s business.

15.5	Where the interest of any Group Company in any Group Property is a leasehold right or licence, in relation to each such interest under which the Group Properties are held:

15.5.1

the rent and other monies due and payable under it have been paid when due;

15.5.2

no Group Company has sought or is seeking to vary the terms of any such lease, licence or right;

15.5.3

all guarantees which are required to be established by or on behalf of a Group Company under any such lease, licence or right have been established and are valid;

15.5.4

the Group Companies’ current use of leased or licenced real property under any such lease, licence or right do not conflict in any material respect with any existing public zoning plans, any proposed changes to such plans, or any third party rights;

15.5.5

all costs in relation with dilapidations (such as costs which the Group Companies may incur to repair the premises and put them, upon expiry of their lease, licence or right, back in the state they found it at the beginning of such lease, licence or right, in accordance with the terms of the lease, licence or right, as the case may be) have been carefully evaluated and sufficiently accrued for, by way of provisions, in the Locked Box Accounts; and

15.5.6

no party is in breach of its obligations under any such lease, licence or right and, no circumstance exist that makes it reasonably likely that any party to any such lease, licence or right is likely to become in breach of such lease, licence or right. No Group Company has given or received any notice alleging a material breach by it of any covenants, conditions and agreements contained in the relevant lease or licence. No lessor under any such lease or licensor under any such licence has any right to terminate the lease or licence as a result of the Transaction.

16.	Product Liability

16.1

During the Relevant Period, no Group Company (nor Seller Business Entity in relation to the Business) has delivered (either directly or through distributors) Products or services (or related marketing materials) that are: (a) unlawful or non-compliant in any material respect with applicable law; or (b) non-compliant in any material respect with any of its contractual requirements or product approvals, and no Group Company has any material liability for replacement or repair of any such Products or services or other damages or costs in connection therewith.

16.2

During the Relevant Period, no Group Company (nor Seller Business Entity in relation to the Business) has manufactured, distributed, sold, supplied or installed (either directly or through distributors) Products or provided services which are, or were, or are reasonably likely to become, in any material respect faulty or defective or which do not comply in any material respect with:

16.2.1

any warranties or representations expressly or impliedly made by or on behalf of that Group Company in respect of such Product; or

16.2.2

all laws, regulations, standards and requirements applicable to such Products or services.

16.3

During the Relevant Period, no material claim, legal action, proceeding, suit, litigation, prosecution, investigation, enquiry, mediation or arbitration is pending or has been threatened in writing against any Group Company (or any person for whose acts or defaults any Group Company is reasonably likely to be vicariously liable) in which it is claimed that any Products or services are defective, not appropriate for their intended use or have caused bodily injury or material damage to any person or property when applied or used as intended. For the purpose of this paragraph 16.3, ‘material’ means proceedings which (if successful) are reasonably likely to result in a liability or cost to the Group Companies of USD 250,000 or more, relate to Hazardous Substances, or are otherwise reasonably likely to have a material impact on the reputation or operations of the Business or the Group.

16.4	During the Relevant Period, no Group Company nor Seller Business Entity in relation to the Business has initiated a material product recall or material product safety procedure, nor has any Governmental Entity issued a material recall notice or safety user notice in respect of any Products.

1.

Capacity

1.1	The Purchaser is a company duly incorporated under the laws of Norway.

1.2	The Purchaser has full power and authority to enter into, and has taken all actions necessary, to deliver and perform its obligations under this Agreement and each other Transaction Document to which the Purchaser is a party.

1.3	This Agreement and each other Transaction Document to which the Purchaser is a party will, when executed, constitute valid, binding and enforceable obligations of the Purchaser in accordance with their respective terms.

1.4	The execution and delivery of, and the performance by the Purchaser of its obligations under this Agreement and each other Transaction Document to which the Purchaser is a party will not:

1.4.1

conflict with or result in a breach of any provision of the constitutional documents of the Purchaser;

1.4.2

conflict with, result in a breach of or constitute a default under, any material agreement or instrument to which the Purchaser is a party;

1.4.3

conflict with or result in a breach of any law or regulation, or of any order, injunction, judgement or decree of any court, that applies to the Purchaser; or

1.4.4

save as set out in this Agreement, require the Purchaser to obtain any material consent or approval of, or give any notice to or make any registration with, any Governmental Entity that has not been unconditionally and irrevocably obtained or made at the date of this Agreement.

1.5	The Purchaser’s obligations hereunder are not subject to any conditions regarding its or any other person’s ability to obtain financing for the consummation of the Transaction and the other transactions contemplated by the Transaction Document.

1.6	The Purchaser has at the date of this Agreement, and at Completion will have:

1.6.1

cash on hand; and/or

1.6.2

undrawn amounts available under the Credit Agreement,

1.7

The Credit Agreement has been duly executed and delivered by the parties thereto, is in full force and effect and is enforceable against the parties thereto in accordance with its terms. The Credit Agreement does not terminate before, and the funding under the Credit Agreement will remain available until and including, the Long Stop Date.

1.8

As of the date hereof, the Purchaser has no reason to believe that it will be unable to satisfy on a timely basis any term or condition of completion to be satisfied by the Purchaser contained in the Credit Agreement and all such terms and conditions are within the control of the Purchaser. The Purchaser has fully paid any and all commitment fees or other fees required by the Credit Agreement to be paid on or before the date hereof.

1.9

The Purchaser is not insolvent or bankrupt under the laws of its jurisdiction of incorporation, is not unable to pay its debts as they fall due and has not proposed or is not liable to effect any arrangement (whether by court process or otherwise) under which its creditors (or any group of them) would receive less than the amounts due to them.

1.	DEFINITIONS AND INTERPRETATION

1.1	Capitalised terms used but not defined in this Schedule have the meaning given to them in Clause 1 of this Agreement and, unless otherwise indicated, the following words and expressions will have the meanings set out below:

(a)

shown as an asset or has reduced or eliminated a liability in the EV to Equity Bridge or the Locked Box Accounts; or

(b)

taken into account in reducing or eliminating a provision for Tax or deferred Tax which appears or which, but for the availability or presumed availability of the Relief, would have appeared in the EV to Equity Bridge or the Locked Box Accounts;

(a)

the loss of, unavailability of, or failure to obtain an Accounts Relief, in whole or in part (otherwise than by the use or setting off thereof); or

(b)

the use or set-off against any profits or any Tax or otherwise of a Purchaser’s Relief (in whole or in part) where, but for the use or set-off, Tax would have been payable by a Group Company in respect of which a valid claim could have been made against the Seller under paragraph 2.1 of this Schedule (disregarding for the purposes of this definition the limitations in paragraph 3 of this Schedule and Clause 12 of this Agreement);

(a)

any Accounts Relief;

(b)

any Relief to the extent it arises to a Group Company as a consequence of any Event occurring or from any profits earned, accrued or received between the Locked Box Date and the Completion Date, in each case, in the ordinary course of business of that Group Company;

(c)

any Relief to the extent it arises to a Group Company as a consequence of any Event occurring or from any profits earned, accrued or received after Completion; and

(d)

any Relief to the extent it arises to any member of the Purchaser’s Tax Group, other than a Group Company;

(a)

any law, statute, regulation, ordinance, directive or rule, including an increase in rates of Tax; or

(b)

any published practice, concession or interpretation of a Tax Authority;

1.2	Unless otherwise indicated, references in this Schedule to:

1.2.1

a payment, liability, sum due or claim under the Tax Warranties include a payment, liability, sum due or claim in respect of a breach of the Tax Warranties;

1.2.2

an Event “occurring” include an Event that is deemed to have occurred or is treated as occurring for Tax purposes;

1.2.3

an Event occurring on or before a particular date include an Event that is deemed to have occurred or is treated as occurring on or before that date for Tax purposes;

1.2.4

“profits” include any income, profits or gains of any description and from any source or any other standard or measure for the purposes of any Tax or by reference to which Tax is determined, chargeable or assessed for any Tax purpose (and references to profits “earned, accrued or received” shall include any relevant equivalent concept);

1.2.5

profits “earned, accrued or received” include profits that are deemed to have been or treated as earned, accrued or received for Tax purposes;

1.2.6

profits being earned, accrued or received on or before a particular date or in respect of a particular period include profits that are deemed to have been or treated as earned, accrued or received on or before that date or in respect of that period for Tax purposes;

1.2.7

a “period” are to a period of time and not to an accounting period, unless the phrase “accounting period” is used; and

1.2.8

the “due date for payment” means the date determined under paragraph 4 of this Schedule.

1.3	For the purposes of paragraph 2.1 of this Schedule, the “value” of a Deemed Tax Liability is:

1.3.1

where the Deemed Tax Liability falls within limb (a) of the definition of “Deemed Tax Liability”:

(a)

if the Accounts Relief was or is a right to repayment of or in respect of Tax, the amount of the repayment which is not available;

(b)

in any other case, the amount of additional Tax which (on the assumption that there are sufficient profits or Tax liabilities against which to set the Accounts Relief) is payable by a Group Company which would not have been payable but for the loss or failure to obtain the Accounts Relief;

1.3.2

where the Deemed Tax Liability falls within limb (b) of the definition of “Deemed Tax Liability”, the amount of Tax saved by or would have been payable but for the use or set-off of the Purchaser’s Relief.

1.4	For the purposes of this Schedule, in determining whether and to what extent:

1.4.1

any profits were earned, accrued or received;

1.4.2

any Relief arose; or

1.4.3

any Event occurred,

1.5

Where the business of a Group Company (referred to as “the transferor” for the purposes of this paragraph 1.5) is transferred after Completion by way of merger, demerger, absorption or other similar mechanism to another company (referred to as “the transferee” for the purposes of this paragraph 1.5) within the Purchaser’s Group, and by operation of applicable law a liability or asset that would otherwise have been a liability or asset of the transferor becomes a liability or asset of the transferee, the transferor and the transferee will be treated for the purposes of this Schedule as the same person in relation to any:

1.5.1

Tax Liability;

1.5.2

costs and expenses within paragraph 2.1; and

1.5.3

Relief referable to the transferor,

1.6

Where the benefit of this Agreement has been assigned or novated under Clause 18.10 (Assignment) of this Agreement, references in this Schedule to the “Purchaser” will mean the person or persons for the time being entitled to the benefit of this Agreement, provided that the liability of the Seller to the Purchaser under this Schedule will be no greater than such liability would have been but for the assignment or novation.

1.7	For the purposes of this Schedule, any reference to something occurring in the “ordinary course of business” shall, without prejudice to the generality thereof, not include:

1.7.1

any scheme, arrangement or transaction which gives rise or may give rise to a Tax liability under any anti-avoidance legislation or of which, or containing steps or stages of which, the main purpose, or one of the main purposes, was the avoidance, reduction or deferral of a liability to Tax or which gives rise to a duty to notify a Tax Authority under legislation introduced to counter Tax avoidance; or

1.7.2

any liability arising as a result of the failure to properly deduct and/or account for Tax or to comply with the provisions of any Tax legislation, regulations, published guidance or decisions of any competent body (including the failure to file any Tax return).

2.

COVENANT

2.1	Subject to any other provisions of this Agreement, the Seller hereby covenants to pay to the Purchaser on the due date for payment an amount equal to (without duplication):

2.1.1

any Actual Tax Liability arising by reference to:

(a)

profits earned, accrued or received on or before Completion or in respect of a period (or part period) ending on or before Completion; or

(b)

an Event occurring on or before Completion;

2.1.2

the value of any Deemed Tax Liability; and

2.1.3

all costs and expenses reasonably and properly incurred by the Purchaser or a Group Company:

(a)

in respect of a claim brought against the Seller under this paragraph 2.1 or in respect of the subject matter of such claim; and

(b)

in satisfying or settling a liability in respect of which a claim is made under this paragraph 2.1.

3.	EXCLUSIONS

3.1	The Seller will not be liable under this Schedule or in respect of the Tax Warranties to the extent that:

3.1.1

an identifiable and specific provision, reserve or allowance in respect of the relevant liability has been made in the Locked Box Accounts (excluding any provision or reserve made in respect of deferred Tax);

3.1.2

the relevant amount is accrued, reserved or provided for or otherwise taken account of in the EV to Equity Bridge or the Locked Box Accounts (excluding any provision or reserve made in respect of deferred Tax) and thereby had the effect of reducing the Consideration;

3.1.3

the relevant liability has been settled or discharged on or before the Locked Box Date without cost to the Purchaser or any Group Company;

3.1.4

the relevant liability arose in the ordinary course of business of the relevant Group Company as a consequence of any Event occurring or profits earned, accrued or received after the Locked Box Date but on or before Completion;

3.1.5

the relevant liability would not have arisen, or would not have been increased, but for a Relevant Change of Law;

3.1.6

the relevant liability would not have arisen, or would not have been increased, but for a voluntary act or transaction carried out by a member of the Purchaser’s Group outside the ordinary and usual course of business, in each case other than an act or transaction carried out:

(a)

in order to comply with applicable law in effect at the date of this Agreement;

(b)

in order to comply with generally accepted accounting principles applicable to the relevant member of the Purchaser’s Group at the date of this Agreement;

(c)

could not reasonably have been avoided; or

(d)

pursuant to a legally binding obligation of a Group Company entered into before Completion;

3.1.7

the relevant liability would not have arisen, or would not have been increased, but for a change in any accounting policy or practice of a member of the Purchaser’s Group, other than a change required to comply with generally accepted accounting principles applicable to the relevant member of the Purchaser’s Group at the date of this Agreement;

3.1.8

the relevant liability would not have arisen, or would not have been increased, but for a failure of a member of the Purchaser’s Group on or after Completion to submit any Tax Document the submission of which was taken into account in the Locked Box Accounts and the Purchaser was aware or ought reasonably to have been aware of the of the requirement to submit such Tax Document;

3.1.9

the relevant liability is in respect of any interest, penalty, surcharge or fine relating to Tax and would not have arisen, or would not have been increased, but for a delay by a member of the Purchaser’s Group;

3.1.10

a member of the Purchaser’s Group has already recovered a sum in respect of the relevant liability under this Agreement, or pursuant to a statutory right of recovery, whether under applicable law, an insurance policy or otherwise, or the relevant liability has been otherwise made good at no cost to the Purchaser’s Group;

3.1.11

written demand for payment in respect of the relevant liability is made after the date falling seven (7) years after (and including) the Completion Date; or

3.1.12

the relevant liability is Permitted Leakage.

4.	DUE DATE FOR PAYMENT

4.1	Where a liability of the Seller under this Schedule:

4.1.1

is in respect of an Actual Tax Liability, the Seller will pay to the Purchaser in cleared funds the amount in question on or before the later of ten Business Days after written demand is made for such payment and five Business Day before the latest date on which the amount in question is due and payable to the relevant Tax Authority without any interest, penalty, surcharge or fine arising in respect of it; or

4.1.2

is in respect of a Deemed Tax Liability falling within limb (a) of the definition of “Deemed Tax Liability”, the Seller will pay to the Purchaser in cleared funds the amount in question on the later of:

(a)

(other than where the relevant Purchaser’s Relief is a right to or actual repayment or refund of Tax) ten Business Days after written demand is made for such payment and five Business Days before the latest date on which the Tax that would have been saved falls due; or

(b)

(where the relevant Purchaser’s Relief is a right to or actual repayment or refund of Tax) ten Business Days after written demand is made for such payment and five Business Days before the date on which the repayment or refund would have been due; or

4.1.3

is in respect of a Deemed Tax Liability falling within limb (b) of the definition of “Deemed Tax Liability”, the Seller will pay to the Purchaser in cleared funds the amount in question on the later of:

(a)

(other than where the relevant Purchaser’s Relief is a right to or actual repayment or refund of Tax) ten Business Days after written demand is made for such payment and five Business Days before the latest date on which the Tax in question would have been due and payable without any interest, penalty, surcharge or fine arising in respect of it (disregarding the availability of any other Relief) but for the use or set-off of the relevant Purchaser’s Relief (and, for the avoidance of doubt, the amount payable on any particular date in respect of such Deemed Tax Liability will be only an amount equal to the amount of Tax is due and payable on such date but which would not have been due and payable had the use or set-off of the relevant Purchaser’s Relief not occurred); or

(b)

(where the relevant Purchaser’s Relief is a right to or actual repayment or refund of Tax) ten Business Days after written demand is made for such payment and five Business Days before the latest date on which the repayment or refund of Tax would have been obtained.

4.2

Where the Seller is liable under this Schedule, the due date for the payment of which is not determined pursuant to the foregoing provisions of this paragraph 4, the Seller will pay to the Purchaser in cleared funds the amount in question on the tenth Business Day after written demand is made for such amount to be paid.

5.	TAX AFFAIRS

5.1	The Purchaser will procure that:

5.1.1

no Group Company will amend, resubmit or withdraw any Tax Document which has been submitted to a Tax Authority prior to Completion, unless required by applicable law, if the content of the relevant amendment, resubmission or withdrawal could reasonably be expected to result in a liability or increased liability to Tax of the Seller or any member of the Seller’s Group, or otherwise affect the Tax position of the Seller or any member of the Seller’s Group, without the Seller’s prior written consent; and

5.1.2

no member of the Purchaser’s Tax Group will submit, amend, retract or re-submit any Tax Document relating to any period beginning before Completion (but which has not been filed prior to Completion) if the content of the relevant Tax Document could reasonably be expected to result in a liability or increased liability to Tax of the Seller or any member of the Seller’s Group, or otherwise affect the Tax position of the Seller or any member of the Seller’s Group, without first giving the Seller a reasonable opportunity to provide comments on the relevant Tax Document and incorporating any such reasonable comments.

5.2

Without prejudice to Clause 12.6 of this Agreement, the Purchaser will promptly notify the Seller if a member of the Purchaser’s Tax Group becomes aware of a Tax Authority Claim that could reasonably be expected to result in a liability or increased liability to Tax of a Seller, or otherwise affect the Tax position of a Seller, and will cooperate in good faith with the Seller in relation to the conduct of such Tax Authority Claim.

6.	SECTION 338(G) ELECTION

6.1

Notwithstanding anything in this Agreement to the contrary, no party to this Agreement nor any Affiliate thereof shall make an election under Section 336 or Section 338 of the Code, or any similar provision of state, local or non-U.S. Law, with respect to the transactions contemplated by this Agreement, except as expressly provided in this paragraph 6 of this Schedule.

6.2

The Seller shall deliver written notice to the Purchaser no later than twenty (20) Business Days prior to the fifteenth (15) day of the ninth (9) month beginning after the Completion Date, stating whether the Seller has determined in good faith that such election would be expected to result in an adverse effect on the Seller or any of its Affiliates (or any of their respective direct or indirect beneficial owners) (the “Section 338(g) Notice”).

6.3

If the Section 338(g) Notice states such election would be expected to result in an adverse effect on the Seller or any of its Affiliates (or any of their respective direct or indirect beneficial owners), then neither the Purchaser nor any of its Affiliates shall make, or cause to be made, any election under Section 338(g) of the Code, or any similar provision of state, local or non-U.S. Law, with respect to the transactions contemplated by this Agreement.

6.4

If the Section 338(g) Notice states that such election would not be expected to result in an adverse effect on the Seller or any of its Affiliates (or any of their respective direct or indirect beneficial owners), or if the Seller fails to deliver the Section 338(g) Notice within the period specified above, then the Purchaser shall, or shall cause its applicable Affiliates to, timely make an election under Section 338(g) of the Code with respect to the Shares and any applicable Group Companies, and any corresponding or similar election under applicable state, local or non-U.S. Law, to the extent applicable. The Purchaser shall promptly deliver to the Seller a copy of any such election, including IRS Forms 8023 and 8883, as applicable.

6.5

If no such election is made pursuant to this paragraph 6, the Seller shall use commercially reasonable efforts to reasonably promptly provide (or cause to be provided) to the Purchaser the information described in Schedule 11, to the extent reasonably requested by the Purchaser; provided that the Purchaser shall be responsible only for any reasonable documented out-of-pocket expenses incurred by the Seller or its Affiliates in connection with providing such information.